--- page 1 --- (A joint stock company incorporated in the People’s Republic of China with limited liability) Stock Code: 0699 寧波均勝電子股份有限公司 Ningbo Joyson Electronic Corp. GLOBAL OFFERING Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager Sole Financial Advisor Joint Bookrunner and Joint Lead Manager Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (in alphabetical order) --- page 2 --- IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain professional independent advice. NINGBO JOYSON ELECTRONIC CORP. 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 : 155,100,000 H Shares (subject to the Offer Size Adjustment Option and the Over-allotment Option) Number of Hong Kong Offer Shares : 15,510,000 H Shares (subject to reallocation and the Offer Size Adjustment Option) Number of International Offer Shares : 139,590,000 H Shares (subject to reallocation, the Offer Size Adjustment Option and the Over-allotment Option) Maximum Offer Price : HK$23.60 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 : 0699 Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (in alphabetical order) Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager Joint Bookrunner and Joint Lead Manager Sole Financial Advisor Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss h owsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. A copy of this prospectus, having attached thereto the documents specified in “Appendix VII — Documents Delivered to the Registrar of Companies in Hon g Kong and Available on Display” in this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up a nd Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong K ong take no responsibility as to the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be determined by agreement between the Overall Coordinators (for themselves and on behalf of the Underwriters) and our C ompany on the Price Determination Date. The Price Determination Date is expected to be on or before Tuesday, November 4, 2025 (Hong Kong time) and, in any event, not later t han 12:00 noon Tuesday, November 4, 2025 (Hong Kong time). The Offer Price will not be more than HK$23.60 per Offer Share unless otherwise announced. If, for any reason, the Off er Price is not agreed by 12:00 noon Tuesday, November 4, 2025 (Hong Kong time) between the Overall Coordinators (for themselves and on behalf of the Underwriters) and our Co mpany, the Global Offering will not proceed and will lapse. The Overall Coordinators, for themselves and on behalf of the Underwriters, may, where considered appropriate and with the consent of our Company, re duce the number of Hong 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 t he reduction in the number of Hong Kong Offer Shares will be published on the website of our Company at www.joyson.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 application s 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 (for themselves and on behalf 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 registrati on requirements 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 outs ide the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. No public offering of the Offer Shares will be made in the United Sta tes. IMPORTANT October 28, 2025 --- page 3 --- IMPORTANT NOTICE TO INVESTORS: FULLY ELECTRONIC APPLICATION PROCESS We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus in relation to the Hong Kong Public Offering. This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ” section, and our website at https://www.joyson.com/ . Y ou may download and print from these website addresses if you want a printed copy of this prospectus. To apply for the Hong Kong Offer Shares, you may: (1) apply online via the White Form eIPO service at www.eipo.com.hk ;o r (2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees to apply on your behalf by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf. We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of this prospectus are identical to the printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. If you are an intermediary, broker or agent, please remind your customers, clients or principals, as applicable, that this prospectus is available online at the website addresses stated above. Please refer to the section headed “ How to Apply for Hong Kong Offer Shares ”i n this prospectus for further details on the procedures through which you can apply for the Hong Kong Offer Shares electronically. IMPORTANT –i i– --- page 4 --- Y our application through the White Form eIPO service or the HKSCC EIPO channel must be made for a minimum of 500 Hong Kong Offer Shares and in multiples of that number of Hong Kong Offer Shares as set out in the table below. No application for any other number of Hong Kong Offer Shares will be considered and such an application is liable to be rejected. If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the number of Shares you have selected. Y ou must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares. If you are applying through the HKSCC EIPO channel, your broker or custodian may require you to pre-fund your application in such amount as determined by the broker or custodian , based on the applicable laws and regulations in Hong Kong. Y ou are responsible for complying with any such pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer Shares you applied for. No. of Hong Kong Offer Shares applied for Amount payable (2) on application No. of Hong Kong Offer Shares applied for Amount payable (2) on application No. of Hong Kong Offer Shares applied for Amount payable (2) on application No. of Hong Kong Offer Shares applied for Amount payable (2) on application HK$ HK$ HK$ HK$ 500 11,919.01 6,000 143,028.03 40,000 953,520.25 400,000 9,535,202.40 1,000 23,838.01 7,000 166,866.04 45,000 1,072,710.26 500,000 11,919,003.00 1,500 35,757.01 8,000 190,704.05 50,000 1,191,900.30 1,000,000 23,838,006.00 2,000 47,676.01 9,000 214,542.05 60,000 1,430,280.35 1,500,000 35,757,009.00 2,500 59,595.01 10,000 238,380.05 70,000 1,668,660.42 2,000,000 47,676,012.00 3,000 71,514.02 15,000 357,570.09 80,000 1,907,040.48 2,500,000 59,595,015.00 3,500 83,433.02 20,000 476,760.12 90,000 2,145,420.55 3,000,000 71,514,018.00 4,000 95,352.02 25,000 595,950.16 100,000 2,383,800.60 4,000,000 95,352,024.00 4,500 107,271.03 30,000 715,140.18 200,000 4,767,601.20 5,000,000 119,190,030.00 5,000 119,190.04 35,000 834,330.21 300,000 7,151,401.80 7,755,000 (1) 184,863,736.54 (1) Maximum number of Hong Kong Offer Shares you may apply for. (2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC). IMPORTANT – iii – --- page 5 --- If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published on the Company’ s website at https://www.joyson.com/ and the website of the Stock Exchange at www.hkexnews.hk . Hong Kong Public Offering commences ............................. .9:00 a.m. on Tuesday, October 28, 2025 Latest time to complete electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk (2) ....................... 1 1:30 a.m. on Monday, November 3, 2025 Application lists open (3) ......................................... 1 1:45 a.m. on Monday, November 3, 2025 Latest time to (a) complete payment of White Form eIPO applications by effecting Internet banking transfer(s) or PPS payment transfer(s) and (b) give electronic application instructions to HKSCC ...................................... .12:00 noon on Monday, November 3, 2025 If you are instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you are advised to contact your broker or custodian for the earliest and latest time for giving such instructions which may be different from the latest time as stated above, as this may vary by broker or custodian. Application lists close (3) ........................................ .12:00 noon on Monday, November 3, 2025 Expected Price Determination Date (5) ............................ b y 12:00 noon on Tuesday, November 4, 2025 Announcement of the final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares to be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at https://www.joyson.com/ ............................n o later than 11:00 p.m on Wednesday, November 5, 2025 EXPECTED TIMETABLE (1) –i v– --- page 6 --- Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels (as described in the section headed “How to Apply for Hong Kong Offer Shares — B. Publication of Results” in this prospectus), including:  in the announcement to be posted on our website and the website of the Stock Exchange at https://www.joyson.com/ and www.hkexnews.hk , respectively .....................n o later than 11:00 p.m on Wednesday, November 5, 2025  results of allocation for the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment ) with a “search by ID” function from ............................ 1 1:00 p.m. on Wednesday, November 5, 2025 to 12:00 midnight on Tuesday, November 11, 2025  from the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. on ................ Thursday, November 6, 2025, Friday, November 7, 2025, Monday, November 10, 2025 and Tuesday, November 11, 2025 H Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before (6)(9) ............... W ednesday, November 5, 2025 White Form e-Refund payment instructions/refund checks in respect of wholly or partially successful applications if the final Offer Price per Offer Share is less than the maximum Offer Price per Offer Share initially paid on application (if applicable) or wholly or partially unsuccessful applications to be dispatched/collected on or before (8)(9) ................. .Thursday, November 6, 2025 Dealings in H Shares on the Stock Exchange expected to commenced at ....................................... 9:00 a.m. on Thursday, November 6, 2025 EXPECTED TIMETABLE (1) –v– --- page 7 --- Notes: (1) All times and dates refer to Hong Kong local times and dates. (2) Y ou will not be permitted to submit your application under the White Form eIPO service through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of the application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. (3) If there is/are a tropical cyclone warning signal number 8 or above, Extreme Conditions and/or a “black” rainstorm warning at any time between 9:00 a.m. and 12:00 noon on Monday, November 3, 2025, the application lists will not open or close on that day. For further details, please see “How to Apply for Hong Kong Offer Shares — E. Severe Weather Arrangements” of this prospectus. (4) Applicants who apply for Hong Kong Offer Shares by instructing your broker or custodian to apply on your behalf via HKSCC EIPO channel should refer to “How to Apply for Hong Kong Offer Shares — A. Application for Hong Kong Offer Shares — 2. Application Channels” of this prospectus. (5) The Price Determination Date is expected to be on or before Tuesday, November 4, 2025. If, for any reason, the Offer Price is not agreed between the Overall Coordinators (for themselves and on behalf of the Underwriters) and us by 12:00 noon on Tuesday, November 4, 2025, the Global offering will not proceed and will lapse. (6) The H Share certificates are expected to be issued on Wednesday, November 5, 2025 but will only become valid evidence of title provided that the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance with its terms, which is scheduled to be at around 8:00 a.m. on Thursday, November 6, 2025. Investors who trade H Shares on the basis of publicly available allocation details before the receipt of the H Share certificates and before they become valid evidence of title do so entirely of their own risk. (7) None of the website or any of the information contained on the websites forms part of this prospectus. (8) White Form e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering and in respect of wholly or partially successful applications if the Offer Price is less than the price payable per Offer Share on application. Part of the applicant’s identification document number, or, if the application is made by joint applicants, part of the identification document number of the first-named applicant, provided by the applicant(s) may be printed on the refund check, if any. Such data would also be transferred to a third party for refund purposes. Banks may require verification of an applicant’s identification document number before encashment of the refund check. Inaccurate completion of an applicant’s identification document number may invalidate or delay encashment of the refund check. (9) Applicants being individuals who are eligible for personal collection may not authorize any other person to collect on their behalf. If you are a corporate applicant which is eligible for personal collection, your authorized representative must bear a letter of authorization from your corporation stamped with your corporation’s chop. Both individuals and authorized representatives must produce evidence of identity acceptable to our H Share Registrar at the time of collection. Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies” for details. Applicants who have applied through the White Form eIPO service and paid their applications monies through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of White Form e-Refund payment instructions. Applicants who have applied through the White Form eIPO service and paid their application monies through multiple bank accounts may have refund monies (if any) dispatched to the address as specified in their application instructions in the form of refund checks in favor of the applicant (or, in the case of joint applications, the first-named applicant) by ordinary post at their own risk. Any uncollected H Share certificates and/or refund cheques will be dispatched by ordinary post, at the applicants’ risk, to the addresses specified in the relevant applications. Further information is set out in “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies”. EXPECTED TIMETABLE (1) –v i– --- page 8 --- The above expected timetable is a summary only. Y ou should read carefully the sections headed “Underwriting”, “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” of this prospectus for details relating to the structure of the Global Offering, procedures on the applications for Hong Kong Offer Shares and the expected timetable, including conditions, effect of bad weather and the dispatch of refund cheques and Share certificates. If the Global Offering does not become unconditional or is terminated in accordance with its terms, the Global Offering will not proceed. In such case, the Company will make an announcement as soon as practicable thereafter. EXPECTED TIMETABLE (1) – vii – --- page 9 --- 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 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 Expected Timetable ................................................. i v Contents .......................................................... viii Summary ......................................................... 1 Definitions ........................................................ 3 5 Glossary of Technical Terms .......................................... 4 8 Forward-Looking Statements ......................................... 5 5 Risk Factors ....................................................... 5 6 Waivers and Exemption .............................................. 1 0 1 Information about this Prospectus and the Global Offering ................. 1 1 4 CONTENTS – viii – --- page 10 --- Directors, Supervisors and Parties Involved in the Global Offering ........... 1 1 8 Corporate Information .............................................. 1 2 6 Industry Overview .................................................. 1 2 8 Regulatory Overview ................................................ 1 6 5 History, Development and Corporate Structure ........................... 1 9 0 Business .......................................................... 2 0 3 Connected Transactions .............................................. 3 2 2 Directors, Supervisors and Senior Management ........................... 3 3 1 Relationship with Our Controlling Shareholders .......................... 3 5 0 Substantial Shareholders ............................................. 3 5 6 Cornerstone Investors ............................................... 3 5 8 Share Capital ...................................................... 3 6 6 Financial Information ............................................... 3 7 1 Future Plans and Use of Proceeds ...................................... 4 3 3 Underwriting ...................................................... 4 4 3 Structure of the Global Offering ....................................... 4 5 6 How to Apply for Hong Kong Offer Shares .............................. 4 6 9 Appendix I Accountants’ Report .................................. I - 1 Appendix IA Unaudited Interim Financial Information .................. IA-1 Appendix II Unaudited Pro Forma Financial Information ............... II-1 Appendix III Taxation and Foreign Exchange ......................... III-1 Appendix IV Summary of Principal PRC Legal and Regulatory Provisions . . IV-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 in Hong Kong and Available on Display ........................ VII-1 CONTENTS –i x– --- page 11 --- This summary aims to give you an overview of the information contained in this prospectus. As it is a summary, it does not contain all the information that may be important to you and is qualified in its entirety by, and should be in conjunction with, the full text of this prospectus. You should read the entire prospectus before you decide to invest in the Offer Shares. There are risks associated with any investment. Some of the particular risks in investing in the Offer Shares are set out in “Risk Factors” in this prospectus. You should read that section carefully before you decide to invest in the Offer Shares. OVERVIEW Who We Are We are an intelligent automotive technology solution provider, offering advanced products and solutions across the auto part industry’s key areas, primarily automotive electronics and automotive safety. With a business focus on R&D, manufacturing and sales of automotive parts, we ranked 41st in the global automotive parts industry in 2024, and were the second largest passive automotive safety products provider in both China and the world in terms of revenue, according to Frost & Sullivan. During the Track Record Period, revenue from our automotive safety solutions (mainly including seatbelts, airbags and intelligent steering wheels) amounted to RMB34,428.0 million, RMB38,576.8 million, RMB38,658.7 million, RMB12,480.1 million and RMB12,349.6 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively, representing 69.1%, 69.2%, 69.2%, 69.4% and 62.6% of our total revenue in the respective years or periods; revenue from our automotive electronics solutions amounted to RMB15,365.4 million, RMB17,151.6 million, RMB16,996.4 million, RMB5,509.0 million and RMB5,447.3 million in 2022, 2023, 2024, and the four months ended April 30, 2024 and 2025, respectively, representing 30.9%, 30.8%, 30.4%, 30.6% and 27.7% of our total revenue in the respective years or periods. Our intelligent solutions enable functions such as information interaction, environmental sensing, analysis, decision-making and control to enhance driving experiences and safety. Our automotive electronics business focuses on intelligent interfaces and domain control technologies that enable personalized experiences and seamless vehicle-driver communication, while the E-mobility segment utilizes smart energy management to improve charging performance and battery safety. For automotive safety, we employ monitoring and predictive analytics to enable features like fatigue detection, adaptive safety responses and automated protective actions such as pre-crash adjustments. SUMMARY –1– --- page 12 --- Leveraging on our platform-based and modularized technology system and global R&D, production and sales network in China and abroad, we are dedicated to advancing the intelligence and electrification transformation of the global automotive industry. The following chart illustrates our market position and global layout: • Over 100 automotive brands worldwide  Covering major OEMs and brands globally Passive automotive safety  2nd in China Market share: 26.1% in 2024  2nd in the world Market share: 22.9% in 2024  25 countries and regions  Over 60 production bases  Over 25 R&D centers   Gross profit margin increased from 11.1% in 2023 to 17.8% in first four months in 2025 during the Track Record Period  RMB6,208.1 million EBITDA (non-IFRS measure) in 2024  First in the world to achieve commercialization and mass production of 5G-V2X technology  Among the world’s earliest to achieve mass production of 800V high-voltage platform products Size Marketing Position Global Layout Profit Continuous Innovation 41st largest auto parts supplier in the global market in terms of revenue in 2024: RMB55.9 billion Customer Coverage Intelligent cockpit domain control system  2nd in China Market share: 6.5% in 2024  4th in the world Market share: 8.9% in 2024 We have built a platform and achieved a synchronous R&D, supply chain deployment, production and sales network with global OEMs. As of April 30, 2025, we had over 25 R&D centers and over 60 production bases in China and abroad, covering major automotive markets including Asia, Europe and North America. Our revenue from overseas customers contributed to 74.7% of our total revenue in 2024. In addition, we were ranked first in the Top 100 Chinese Multinational Corporations and Multinational Index ( ʕ਷༨਷ʮ̡100ᅰ) for four consecutive years from 2021 to 2024, demonstrating the scale of our operations. The industry trends of intelligence and electrification are ushering the global automotive industry into a new era. Numerous emerging NEV brands are rapidly springing up, with disruptive intelligent electrification technologies. According to Frost & Sullivan, the global sales volume of NEVs increased rapidly from 3.2 million units in 2020 to 19.0 million units in 2024. This market is expected to further increase from 23.4 million units in 2025 to 40.7 million units in 2029, representing a CAGR of 14.9%. The emergence and prevalence of NEVs has paved the way for the proliferation of intelligent and electrification technologies. Such trends present both opportunities and challenges for traditional OEMs, prompting them to embrace new technologies and solutions. As intelligent cockpits, intelligent driving and other user-centric intelligent functions become crucial factors in consumers’ decision-makings, global OEMs are placing increasing importance on intelligent automotive technologies. These trends offer us substantial growth opportunities. SUMMARY –2– --- page 13 --- We believe our long-term investment in platforms and intelligent automotive technologies lays a crucial foundation for us to adapt to the trends of intelligence and electrification with our industry partners. We have a strong customer base worldwide. The predecessors of some of our subsidiaries have maintained business relationships with certain customers for over a century. As of April 30, 2025, we had more than 100 automotive brands as customers worldwide, including the top ten OEMs in both China and the world. Leveraging our technological capabilities and cross-domain solutions in automotive electronics and automotive safety and our broad customer network, we empower global OEM customers to create a smarter, safer and greener mobility experience. Through organic development and strategic acquisitions, we have evolved from a company merely offering individual auto parts in China to a provider of intelligent automotive technology solutions to domestic and overseas customers, with cross-domain products and strong technological capabilities. Expanding vehicle domain coverage; enhancing intelligence level; establishing cross-domain technology platforms, optimizing operational efficiency Multi-domain intelligent automotive technology solutions Cross-domain fusion intelligent automotive technology solutions Global Expansion 2011-2018 Intelligent Transformation 2019-2024 Empowering the Future 2025-Future Product Portfolio Strategy Focus Foundation in PRC 2004-2010 Emerging in the domestic market and establishing brand image Advanced functional and trim parts for automotives Building platform for a smarter, safer and greener mobility experience Automotive safety + automotive electronics multi-category products Development empowered by intelligent technologies; exploring “automotive+” applications; comprehensive launch of businesses throughout the robotics industry chain with a dual-pillar strategy of “automotive + robotics Tier 1” OUR PRODUCTS AND SOLUTIONS Our Products and Solutions Portfolio We offer automotive electronic solutions, automotive safety solutions, and other automotive parts. Our automotive electronics solutions primarily include automotive intelligence solutions, E-mobility solutions and HMI products. Our automotive safety solutions primarily offer airbags, seatbelts, intelligent steering wheels and integrated safety solutions. Our other automotive parts mainly include cockpit components and EV charging and power distribution system. As a Tier 1 supplier, we provide comprehensive technical support and collaborate closely with OEMs throughout product development. These services span from early involvement in customer product definition with technical feasibility analysis, optimal hardware and/or software recommendations and assistance to vehicle manufacturers with SUMMARY –3– --- page 14 --- system parameter optimization and debugging, to providing complete software development kits and ongoing technical support, as well as managing production quality control and supply chain operations. The following illustration sets forth our product portfolio: Intelligent steering wheel Integrated safety solution DC/DC converter DC/DC) Seatbelt Intelligent cockpit domain control system 5G-V2X smart connectivity terminal HMI products Front view smart camera Battery management system (BMS) Charging booster module Booster Combo power electronics Airbag Ultra-wideband solutions Designw i n ss e c u r e d Air management system Interior accessories New energy electric charging and distribution equipment Mass-produced On-board chargers OBC Our products and solutions are diverse and complementary by covering key vehicle domains including cockpit, intelligent driving, connectivity, power and vehicle body. We integrate technological capabilities in areas such as automotive safety, domain controllers, E-mobility and HMI while fostering synergies amongst them, and thus developing comprehensive products and solutions, such as cockpit-driving fusion domain controller and central computing unit (“ CCU”) that offer full-suite functionalities encompassing intelligent driving, intelligent cockpit and connectivity. As of the Latest Practicable Date, we have secured the design win of CCUs by a leading OEM customer to develop and supply CCUs. In addition, by combining our experience in automotive safety and automotive electronics, we have developed innovative solutions such as the Pyrotechnic Battery Disconnect (“ PBD”), Driver Monitoring System (“ DMS”) and Occupant Monitoring System (“ OMS”). These solutions enhance the safety of intelligent NEVs and empower a higher level of automotive electrification and intelligence. Drawing on our cross-domain experience in automotive parts, we can systematically apply our multi-modal perception technology, energy management capabilities, and lightweight material usage to the robotics industry. This enables us to offer robotic sensors, battery management and backup products, as well as various robotic exoskeletons. SUMMARY –4– --- page 15 --- OUR STRENGTHS We believe that the following strengths contribute to our success:  Intelligent Automotive Technology Solution Provider Steadily Reinforcing Industry Leadership;  Collaborative Platform Encompassing Entire V alue Chain and Enabling Optimal Resource Allocation;  Deep V ertical Integration of Soft- and Hardware Forming Core V alue Barrier;  Comprehensive Product Portfolio with Strong Synergy Potential;  High-quality Global Customer Base;  Intelligent Manufacturing System Empowering Production Efficiency; and  Leadership with Extensive Industry Experience. OUR STRATEGIES We intend to pursue the following strategies to further grow our business:  Continuously Promoting Innovation in Intelligent Technologies;  Driving technological innovation and product development in humanoid robotics as a “Tier 1 supplier in both automotive and robotics”;  Strengthening Leadership amidst Electrification Trend;  Enhancing Global Integration and Optimizing Cost Structure and Operation Efficiency;  Further Capitalizing on China’s Market Advantages and Integrating Global Resources;  Empowering Intelligent Manufacturing Upgrade with Digitalization; and  Strengthening ESG Endeavors and Realizing Sustainable Development Goals. SUMMARY –5– --- page 16 --- OUR TECHNOLOGY We have successfully developed a number of core in-house technologies underpinning our products and solutions as well as buttressing the development and testing of our products and solutions. Our Technology and R&D An R&D platform for intelligent automotive technology In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, our research and development expenditure (including additions in capitalised R&D expenditure and research and development costs) amounted to RMB3,033.9 million, RMB3,648.0 million, RMB3,685.7 million, RMB1,348.6 million and RMB1,574.2 million, respectively. As of April 30, 2025, we had 6,347 R&D specialists, representing 13.3% of our total employees and an industry-leading level in China. We have over 25 R&D centers around the world, covering major automotive markets such as Asia, Europe and North America. Our engineers across different regions collaborate in the R&D and product design, forming a synergistic innovation network with rapid response capabilities, significantly accelerating the R&D cycle for new products. For example, in 2024, the development cycle for our new HMI products was 12 to 18 months, significantly shorter than the 18 to 24 months it took in 2023. Comprehensive soft- and hardware R&D platform We develop, design and produce in-house the hardware for our core products such as battery management systems and domain controllers from the ground up, while developing the corresponding core software in the meantime. By adopting a platform-based and modular R&D strategy, we place importance on the cost efficiencies throughout the entire project lifecycle from the R&D stage. As such, the underlying technology platform of our products is highly adaptable and can be extensively reused across various OEMs’ vehicle platforms, significantly reducing R&D costs, shortening development cycles and enabling us to swiftly align with customer iteration demand. Our comprehensive in-house development capability and integration of hardware and software allow us to be more flexible in adapting and iterating to meet customer needs in a cost-efficient manner. Combined with our engineering resources, we believe that we are well-positioned to deliver customized products to our customers, thereby establishing our differentiated competitiveness. SUMMARY –6– --- page 17 --- Industry certification and OEM recognition Our R&D system adheres to high standards. Our core R&D centers have received various certifications such as CNAS. Our product development process complies with the A-SPICE process and has obtained ASIL-D level certification, the highest level of automotive functional safety. Our automotive electronics solutions, including smart connectivity solutions and intelligent cockpit products, have obtained the TISAX AL3 certification, representing the highest level of TISAX assessment, a cybersecurity standard widely recognized by participants across the global automotive industry supply chain. In addition, our products meet the differentiated development and certification requirements of various OEM customers, due to their high level of technical sophistication, reliability and compatibility. As such, we gained high recognition from our OEM customers, and conducted various joint R&D with our OEM customers to develop innovative automotive electronics and safety solutions. For example, we collaborated with a well-known domestic OEM to jointly develop a high computing power domain controller for autonomous driving. Through years of involvement in large-scale international mass production projects, our software and hardware development have gained extensive experience and validation. As of April 30, 2025, we have contributed to the formulation of numerous industry standards and held a wide matrix of patents in China and abroad. Our PBD technology, capable of disconnecting the automotive high-voltage circuit system within 1 ms, was awarded the 2022 Innovation Award of European Association of Automotive Suppliers (Clean & Sustainable Mobility) and has been successfully mass-produced for NEVs by world-renowned OEMs. Our elastomer locking tongue was awarded with Advanced Body System Gold Award (ᆤ) at the 8th China Auto Parts Industry Awards ( ཕ৐ᆤ) in 2023. SUMMARY –7– --- page 18 --- OUR PRODUCTION We have established a network of production facilities in strategic domestic and overseas locations to better serve our major geographic markets and target customers. As of April 30, 2025, we had over 60 production bases around the world, covering major automotive markets such as Asia, Europe and North America. The following table sets forth the production capacity, volume and utilization rate by major product lines during the Track Record Period: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2025 Designed Capacity (1) Actual Production V olume Utilization Rate (2) Designed Capacity (3) Actual Production V olume Utilization Rate (4) Designed Capacity (3) Actual Production V olume Utilization Rate (4) Designed Capacity (3) Actual Production V olume Utilization Rate (4) (Unit) (Unit) (%) (Unit) (Unit) (%) (Unit) (Unit) (%) (Unit) (Unit) (%) Automotive Safety Solutions /H1118/H1118468,390,425 329,840,536 70.4 513,622,619 325,155,079 63.3 524,764,459 314,530,312 59.9 186,929,391 100,757,644 53.9 – Airbags and intelligent steering wheels /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118132,460,077 91,498,542 69.1 140,713,070 84,265,751 59.9 158,240,637 85,210,620 53.8 53,610,080 26,236,889 48.9 – Seatbelts, integrated safety solutions and others /H1118/H1118/H1118/H1118/H1118/H1118335,930,348 238,341,994 70.9 372,909,549 240,889,328 64.6 366,523,822 229,319,692 62.6 133,319,311 74,520,755 55.9 Automotive Electronics Solutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,487,104 59,079,727 93.1 76,242,591 66,106,577 86.7 75,421,559 64,057,656 84.9 23,428,011 20,584,132 87.9 – Automotive intelligence solutions (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,716,013 3,287,214 69.7 4,716,013 4,359,058 92.4 4,537,450 3,508,800 77.3 1,608,316 1,377,429 85.6 – E-mobility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,729,592 3,188,693 85.5 4,129,594 3,331,116 80.7 4,474,661 3,291,608 73.6 1,413,111 1,110,453 78.6 – HMI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,041,499 52,603,820 95.6 67,396,984 58,416,403 86.7 66,409,448 57,257,248 86.2 20,406,584 18,096,250 88.7 Others – Automotive Parts (4) /H1118/H1118 – – – – – – 1,963,921 1,652,456 84.1 15,232,922 12,850,066 84.4 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118531,877,529 388,920,263 73.1 589,865,210 391,261,656 66.3 602,149,938 380,240,424 63.1 225,590,324 134,191,842 59.5 SUMMARY –8– --- page 19 --- Notes: (1) The designed capacity for the year is calculated based on the number of operational days per year, the number of shifts per day, the duration of each shift, the cycle time and the overall equipment effectiveness (OEE). These factors vary depending on the specific factory. (2) The utilization rate during the year is calculated by dividing the production output by the designed capacity for the same year. (3) During the Track Record Period, we outsourced an immaterial portion of the production of automotive intelligence solutions to third-party manufacturers, amounting to 81,857 units, 225,310 units, 202,262 units, and 51,496 units in 2022, 2023, 2024 and the four months ended April 30, 2025. During the Track Record Period, our revenue from products manufactured through third-party outsourcing arrangements amounted to RMB121.9 million in 2022, RMB268.6 million in 2023, RMB345.0 million in 2024 and RMB70.2 million in the four months ended April 30, 2025. The primary rationale for outsourcing production was that our relevant subsidiaries did not have enough in-house manufacturing capabilities at the time of project initiation, necessitating the outsourcing approach. Following our established supplier qualification review, procurement comparison and selection process, we engaged two third-party manufacturers to serve as outsourced suppliers for our cockpit infotainment systems and smart connectivity solutions (5G-V2X), respectively. Although we have built our own production lines, switching manufacturing locations would be time-consuming and costly due to OEMs’ complex product validation requirements. Going forward, our factories will handle new orders, while third-party manufacturers will continue fulfilling existing orders until the end of their lifecycle but will not take on new design wins. (4) Reflects the details since December 18, 2024 when we gained control and consolidated the results of Senssun. See “History, Development and Corporate Structure — Material Acquisitions and Disposal — Acquisition of Senssun.” OUR CUSTOMERS AND SUPPLIERS Our customers primarily consist of OEMs and Tier 1 suppliers. In 2022, 2023, 2024 and the four months ended April 30, 2025, revenue generated from our five largest customers in each year or period of the Track Record Period in aggregate was RMB24,191 million, RMB27,927 million, RMB26,614 million and RMB21,303 million, representing 48.6%, 50.1%, 47.6% and 47.1% of our total revenue, respectively. In 2022, 2023, 2024 and the four months ended April 30, 2025, revenue generated from our largest customer in each year or period of the Track Record Period was RMB10,985 million, RMB13,578 million, RMB13,174 million RMB4,577.7 million, representing 22.1%, 24.4%, 23.6% and 23.2% of our total revenue, respectively. See “Business — Our Customers — Major Customers”. Our suppliers primarily consist of raw materials suppliers. In 2022, 2023, 2024 and the four months ended April 30, 2025, purchase amount to our top five suppliers in each year of the Track Record Period in aggregate was RMB3,743.0 million, RMB3,796.6 million, RMB3,905.3 million and RMB1,218.3 million, representing 8.9%, 8.4%, 8.3% and 7.4% of our total purchase amount, respectively. In 2022, 2023, 2024 and the four months ended April 30, 2025, purchase amount to our largest supplier in each year of the Track Record Period was RMB925.5 million, RMB852.1 million, RMB984.8 million and RMB293.5 million, representing 2.2%, 1.9%, 2.1% and 1.8% of our total purchase amount, respectively. See “Business — Our Suppliers — Major Suppliers”. SUMMARY –9– --- page 20 --- COMPETITIVE LANDSCAPE We operate in the automotive industry, which is highly competitive and concentrated. For example, according to Frost & Sullivan, in 2024, the top three suppliers in the global automotive passive safety industry accounted for about 91.9% of the total market size, and the top three suppliers in the Chinese automotive passive safety industry accounted for about 84.5% of the total market size. We generally compete with other large-scale manufacturers of automotive components and parts. We believe the most critical factors of success for outcompeting our peers are our globally-distributed facilities and global synergies, product quality and reliability, responsive customer services, market position in technological innovation, especially automotive electrification and intelligence, deep integration of software and hardware, and competitive pricing. In addition, we compete primarily based on our mass production experiences, product performance, manufacturing efficiency, stable supplies, responsiveness to changes in customer needs and expansion of marketing and sales networks. According to Frost & Sullivan, in terms of revenue in 2024, we ranked 41st in the global automotive parts industry. We plan to continually improve our R&D capabilities to ensure our products and solutions match the evolving needs of customers. Meanwhile, we may face increasing competition from existing and emerging companies that may significantly expand the scale of their operations. See “Risk Factors — We operate in a highly competitive industry, and we may be unable to continually maintain our market position.” NEV Market Growth and Its Impact on Automotive Solutions According to Frost & Sullivan, while traditional ICE vehicles face a certain level of market stagnation, NEVs show explosive growth driven by technological advances, government incentives and environmental regulations. The global market size of NEVs by sales volume grew from 3.2 million units in 2020 to 19.0 million units in 2024 at a CAGR of 56.5%, and is expected to further grow from 23.4 million units in 2025 to 40.7 million units in 2029 at a CAGR of 14.9%. With the ongoing trends in electrification and the increasing integration of advanced technologies, the automotive industry is currently undergoing a significant transformation. See “Industry Overview — Global Automotive Industry Is Shifting Towards a Smarter, Safer and Greener Future.” The rise of NEVs significantly impacts our automotive electronics solutions business, particularly in the area of automotive intelligence. NEVs, with their higher degree of electrification, enable greater integration of advanced intelligent features such as intelligent cockpits, intelligent driving and smart connectivity technologies. As the NEV market grows and competition intensifies, OEMs are launching more models with enhanced intelligent functions to meet diverse consumer demand. Meanwhile, traditional ICEVs are also incorporating more smart features, as seen in some OEM customers’ “dual smart strategy” (smart ICEVs and smart NEVs). In addition, the E-mobility segment, focusing on BMS and on-board power electronics of NEVs, will see increased demand as NEVs proliferate. The fast iteration pace of NEV models to accommodate consumers’ evolving demand for intelligent features also provides opportunities for Tier 1 suppliers with solid technological backgrounds and high R&D efficiency. Therefore, we expect our E-mobility business to directly benefit from the increasing penetration of NEVs. SUMMARY –1 0– --- page 21 --- On the other hand, both ICE vehicles and NEVs have similar requirements for passive safety products, including steering wheels, airbags and seatbelts, with no significant differences in their fundamental safety needs. Therefore, the overall growth of the automotive market is anticipated to promote the development of our automotive safety solution business. Meanwhile, the rise of NEVs may generate additional demand for automotive safety products, as these vehicles often incorporate new technologies and designs that require enhanced safety features to ensure driver and passenger protection. SUMMARY OF HISTORICAL FINANCIAL INFORMATION Summary of Consolidated Statements of Results of Operations The following table summarizes our results of operations for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 (RMB in thousands) (unaudited) Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,793,352 55,728,476 55,863,577 17,989,043 19,707,287 Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(44,251,367) (47,671,536) (46,799,848) (15,192,368) (16,193,602) Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,541,985 8,056,940 9,063,729 2,796,675 3,513,685 Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118121,150 149,695 224,375 49,477 73,575 Selling and marketing expenses /H1118 (432,763) (437,151) (584,386) (169,056) (273,638) Administrative expenses /H1118/H1118/H1118/H1118/H1118(2,572,252) (2,921,968) (3,556,039) (914,489) (1,123,233) Research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,138,848) (2,541,498) (2,584,929) (859,999) (1,107,696) Impairment reversal/(losses) on trade and other receivables /H1118/H1118 15,762 (35,991) (32,434) (11,303) (16,157) Other net gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118309,229 230,393 176,633 21,119 27,463 Profit from operations /H1118/H1118/H1118/H1118/H1118/H1118844,263 2,500,420 2,706,949 912,424 1,093,999 Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(477,528) (889,772) (827,840) (258,956) (397,806) Share of profits/(losses) of equity-accounted investees, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,083 151,633 116,640 33,754 (626) Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118479,818 1,762,281 1,995,749 687,222 695,567 Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(246,557) (522,189) (669,467) (203,692) (205,039) Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233,261 1,240,092 1,326,282 483,530 490,528 Earnings per share Basic (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.29 0.78 0.69 0.25 0.28 Diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.29 0.78 0.69 0.25 0.28 See “Financial Information — Description of Major Components of Our Consolidated Statements of Profit or Loss.” SUMMARY –1 1– --- page 22 --- Non-IFRS Measure We use EBITDA (non-IFRS measure) in evaluating our operating results during the Track Record Period, which is not required by or presented in accordance with IFRS as an additional financial measure to supplement our consolidated financial statements, which are presented in accordance with IFRS. We believe that the non-IFRS measure provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as they help our management. However, our presentation of EBITDA (non-IFRS measure) may not be comparable to similarly titled measures presented by other companies. The use of such non-IFRS measure has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for an analysis of, our results of operations or financial condition as reported under IFRS. The following table reconciles EBITDA (non-IFRS measure) to our profit for the year, presented in accordance with IFRS, for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 (RMB in thousands) Profit for the year/period /H1118/H1118/H1118/H1118233,261 1,240,092 1,326,282 483,530 490,528 Add: Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118932,114 1,120,903 1,130,409 379,307 398,911 Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118246,557 522,189 669,467 203,692 205,039 Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,838,917 1,828,286 2,100,468 631,780 733,342 Amortization of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,048,577 1,076,617 1,086,557 317,113 378,252 Less: Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(95,002) (75,592) (105,127) (42,032) (39,121) EBITDA (non-IFRS measure) 4,204,424 5,712,495 6,208,056 1,973,390 2,166,951 We recorded profit for the year/period of RMB233.3 million, RMB1,240.1 million, RMB1,326.3 million, RMB483.5 million and RMB490.5 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively. Our net profits increased throughout the Track Record Period, primarily due to the increase in revenue and gross profit generated from the sales of our products and solutions. SUMMARY –1 2– --- page 23 --- Revenue Revenue by Product Line The following table sets forth a breakdown of our revenue by major type of solution for the years or periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Revenue % Revenue % Revenue % Revenue % Revenue % (RMB in thousands, except for percentages) (unaudited) Automotive safety solutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,428,001 69.1 38,576,839 69.2 38,658,739 69.2 12,480,056 69.4 12,349,570 62.6 – Airbags and intelligent steering wheels /H1118/H1118/H1118/H111822,860,557 45.9 25,050,050 45.0 25,364,285 45.4 8,090,146 45.0 8,240,608 41.8 – Seatbelts, integrated safety solutions and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,567,444 23.2 13,526,789 24.3 13,294,454 23.8 4,389,910 24.4 4,108,962 20.8 Automotive electronics solutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,365,351 30.9 17,151,637 30.8 16,996,416 30.4 5,508,987 30.6 5,447,346 27.7 – Automotive intelligence solutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,754,564 9.5 5,712,348 10.3 6,670,397 11.9 2,091,480 11.6 2,064,295 10.5 – E-mobility /H1118/H1118/H1118/H1118/H1118/H1118/H11182,322,658 4.7 2,440,518 4.4 2,187,497 3.9 555,377 3.1 854,696 4.3 – HMI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,288,128 16.6 8,998,771 16.1 8,138,522 14.6 2,862,130 15.9 2,528,355 12.9 Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 208,422 0.4 – – 1,910,371 9.7 – Automotive parts /H1118/H1118/H1118 – – – – 179,949 0.3 – – 1,637,448 8.3 – Other products /H1118/H1118/H1118/H1118/H1118– – – – 28,473 0.1 – – 272,923 1.4 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,793,352 100.0 55,728,476 100.0 55,863,577 100.0 17,989,043 100.0 19,707,287 100.0 Note: (1) Other solutions mainly include products and solutions of Senssun. SUMMARY –1 3– --- page 24 --- Revenue by Geographical Region The following table sets forth a breakdown of our revenue by geographical region, determined by the location of customers, in amounts and as percentages of our total revenue for the years or periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Revenue % Revenue % Revenue % Revenue % Revenue % (RMB in thousands, except for percentages) (unaudited) China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,686,912 23.5 13,232,954 23.8 14,156,943 25.3 3,908,904 21.7 4,937,493 25.1 Overseas: – Rest of Asia (1) /H1118/H1118/H1118/H1118/H11185,235,648 10.5 6,036,723 10.8 5,263,446 9.4 1,724,777 9.6 1,700,034 8.6 – EMEA (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,561,937 41.3 22,528,817 40.4 22,668,924 40.6 7,656,174 42.6 8,207,587 41.6 – The Americas (3) /H1118/H1118/H1118/H111812,308,854 24.7 13,929,982 25.0 13,774,264 24.7 4,699,188 26.1 4,862,173 24.7 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,793,352 100.0 55,728,476 100.0 55,863,577 100.0 17,989,043 100.0 19,707,287 100.0 Notes: (1) Mainly includes Japan, South Korea, India and Thailand. (2) Mainly includes Germany, Romania, Hungary, Portugal and Italy. (3) Mainly include the United States, Mexico and Brazil. Our revenue generated from China increased during the Track Record Period, primarily attributable to the increased average selling price mainly due to our improved product mix sold in China. Our revenue generated from the rest of Asia increased in 2023, primarily attributable to the recovery in overall market demand in the region, particularly the significant growth in sales of seatbelts, integrated safety solutions and others to a major OEM customer in the Korean market, which achieved record highs in 2023. Our revenue generated from the rest of Asia then decreased in 2024, primarily attributable to (i) decreased revenue from airbags and intelligent steering wheels due to the internal production adjustments of this segment’s key customer, who accounted for less than 5% of the region’s total revenue during the period involving their own quality incident that disrupted production lines and associated sales; and (ii) the decreased customer demand in Japan. Our revenue generated from the rest of Asia then decreased from four months ended April 30, 2024 to four months ended April 30, 2025, primarily due to a higher proportion of sales from the seatbelt, integrated safety solutions and others category, which generally carries lower average selling prices in the rest of Asia. Our revenue generated from EMEA increased in 2023, primarily attributable to overall growth in Europe’s light vehicle production. Our revenue generated from EMEA further increased from the four months ended April 30, 2024 to the four months ended April 30, 2025, primarily attributable to higher average selling prices for airbag, intelligent steering wheel and seatbelt products and increased sales volumes of seatbelt products. Our revenue generated from the Americas remained relatively stable during the Track Record Period. SUMMARY –1 4– --- page 25 --- Gross Profit and Gross Profit Margin Gross Profit and Gross Profit Margin by Product Line The following table sets forth a breakdown of our gross profit and gross profit margin by product line for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Gross profit Gross profit margin Gross profit Gross profit margin Gross profit Gross profit margin Gross profit Gross profit margin Gross profit Gross profit margin (RMB in thousands, except for percentages) (unaudited) Automotive safety solutions /H1118/H1118/H1118/H1118/H11182,936,173 8.5 4,855,048 12.6 5,737,396 14.8 1,778,189 14.2 1,957,420 15.9 – Airbags and intelligent steering wheels /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,002,057 8.8 3,441,495 13.7 3,802,233 15.0 1,201,253 14.8 1,554,973 18.9 – Seatbelts, integrated safety solutions and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118934,116 8.1 1,413,553 10.5 1,935,163 14.6 576,936 13.1 402,447 9.8 Automotive electronics solutions /H1118/H1118/H11182,605,812 17.0 3,201,892 18.7 3,270,969 19.2 1,018,487 18.5 1,124,442 20.6 – Automotive intelligence solutions /H1118/H1118864,631 18.2 1,189,609 20.8 1,169,367 17.5 423,413 20.2 395,442 19.2 – E-mobility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118281,963 12.1 113,429 4.6 190,992 8.7 21,619 3.9 115,193 13.5 – HMI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,459,218 17.6 1,898,854 21.1 1,910,611 23.5 573,455 20.0 613,807 24.3 Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 55,364 26.6 – – 431,824 22.6 – Automotive parts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 45,175 25.1 – – 344,101 21.0 – Other products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 10,189 35.8 – – 87,723 32.1 Total gross profit/overall gross profit margin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,541,985 11.1 8,056,940 14.5 9,063,729 16.2 2,796,675 15.5 3,513,685 17.8 Note: (1) Others mainly include gross profit and gross profit margin for products and solutions of Senssun. SUMMARY –1 5– --- page 26 --- Gross Profit and Gross Profit Margin by Geographical Region The following table sets forth a breakdown of our gross profit and gross profit margin by geographical region for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Gross profit Gross profit margin Gross profit Gross profit margin Gross profit Gross profit margin Gross profit Gross profit margin Gross profit Gross profit margin (RMB in thousands, except for percentages) (unaudited) China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,770,527 15.1 2,292,823 17.3 2,786,974 19.7 820,180 21.0 1,080,263 21.9 Overseas: – Rest of Asia (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118429,346 8.2 902,078 14.9 827,603 15.7 227,095 13.2 233,520 13.7 – EMEA (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,532,850 12.3 3,357,569 14.9 3,136,158 13.8 1,063,407 13.9 1,275,933 15.5 – The Americas (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118809,261 6.6 1,504,470 10.8 2,312,994 16.8 685,993 14.6 923,969 19.0 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,541,985 11.1 8,056,940 14.5 9,063,729 16.2 2,796,675 15.5 3,513,685 17.8 Notes: (1) Mainly includes Japan, South Korea, India and Thailand. (2) Mainly includes Germany, Romania, Hungary, Portugal and Italy. (3) Mainly include the United States, Mexico and Brazil. Summary of Consolidated Statements of Financial Position The following table sets forth a summary of selected information from our consolidated statements of financial position as of the dates indicated: As of December 31, As of April 30, 2022 2023 2024 2025 (RMB in thousands) Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,136,207 30,524,463 34,077,333 35,853,087 Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,975,887 26,362,385 30,088,535 31,180,022 Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,112,094 56,886,848 64,165,868 67,033,109 Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H111815,533,202 15,129,868 18,580,496 18,428,361 Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,875,214 22,630,608 25,739,829 28,373,881 Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,408,416 37,760,476 44,320,325 46,802,242 SUMMARY –1 6– --- page 27 --- As of December 31, As of April 30, 2022 2023 2024 2025 (RMB in thousands) Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,100,673 3,731,777 4,348,706 2,806,141 Net Assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,703,678 19,126,372 19,845,543 20,230,867 Non-controlling interests /H1118/H1118/H11185,450,778 5,547,338 6,287,461 6,717,832 See “Financial Information — Discussion of Selected Items from Our Consolidated Statements of Financial Position.” Our net current assets decreased by 35.5% from RMB4,348.7 million as of December 31, 2024 to RMB2,806.1 million as of April 30, 2025, primarily due to an increase in loans and borrowings, partially offset by an increase in inventories as we increased procurement of raw materials and trade and other receivables, in line with the growth in sales. Our net current assets increased by 16.5% from RMB3,731.8 million as of December 31, 2023 to RMB4,348.7 million as of December 31, 2024, primarily due to an increase in cash and cash equivalents and inventories, due to the consolidation of Senssun, partially offset by an increase in trade and other payables, generally in line with our business growth, and loans and borrowings. Our net current assets decreased by 9.0% from RMB4,100.7 million as of December 31, 2022 to RMB3,731.8 million as of December 31, 2023, primarily due to an increase in trade and other payables, generally in line with our business growth, partially offset by an increase cash and cash equivalents. Our net assets increased by 1.9% from RMB19,845.5 million as of December 31, 2024 to RMB20,230.9 million as of April 30, 2025, primarily due to (i) profit for the period of RMB490.5 million and (ii) other comprehensive income of RMB680.3 million, partially offset by (i) profit distribution of RMB369.3 million, (ii) transactions with non-controlling interests of RMB261.2 million and (iii) repurchase of ordinary shares of RMB190.4 million. Our net assets increased by 3.8% from RMB19,126.4 million as of December 31, 2023 to RMB19,845.5 million as of December 31, 2024, primarily due to (i) non-controlling interests arising from business combinations of RMB1,330.5 million and (ii) profit for the year of RMB1,326.3 million in 2024 partially offset by (i) other comprehensive income of RMB847.5 million, (ii) transactions with non-controlling interests of RMB542.2 million and (iii) profit distribution of RMB382.1 million. Our net assets increased by 8.0% from RMB17,703.7 million as of December 31, 2022 to RMB19,126.4 million as of December 31, 2023, primarily due to (i) profit for the year of RMB1,240.1 million in 2023 and (ii) issue of ordinary shares of RMB355.0 million, partially offset by (i) profit distribution of RMB150.5 million and (ii) transactions with non-controlling interests of RMB122.2 million. SUMMARY –1 7– --- page 28 --- Summary of the Consolidated Statements of Cash Flows The table below sets forth selected cash flow statement information from our consolidated cash flow statements for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 (RMB in thousands) (unaudited) Net cash generated from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H11182,169,820 3,929,016 4,601,804 658,581 693,850 Net cash used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,674,845) (2,828,170) (1,988,237) (942,774) (2,024,329) Net cash (used in)/generated from financing activities /H1118/H1118/H1118(230,945) (726,052) (871,541) 1,837,936 605,107 Net (decrease)/increase in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118(735,970) 374,794 1,742,026 1,553,743 (725,372) Cash and cash equivalents at the beginning of the year /H1118/H1118/H1118/H1118/H1118/H11184,549,246 3,845,521 4,253,516 4,253,516 5,979,070 Effect of foreign exchange rate changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,245 33,201 (16,472) (13,098) 93,346 Cash and cash equivalents at end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,845,521 4,253,516 5,979,070 5,794,161 5,347,044 See “Financial Information — Liquidity and Capital Resources — Cash Flow.” KEY FINANCIAL RATIOS The following table sets forth a summary of our key financial ratios for the periods indicated: Y ear ended/As of December 31, Four months ended/ As of April 30, 2022 2023 2024 2025 Gross profit margin (%) /H1118/H1118/H1118/H1118/H1118/H111811.1 14.5 16.2 17.8 EBITDA margin (non-IFRS measure) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.4 10.3 11.1 11.0 Trade and bills receivable turnover days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856.1 54.9 58.7 58.8 Current ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.2 1.2 1.2 1.1 Quick ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.8 0.8 0.8 0.8 Gearing ratio (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867.3 66.4 69.1 69.8 SUMMARY –1 8– --- page 29 --- Notes: (1) Gross profit margin is calculated as gross profit for the period divided by revenue and multiplied by 100%. (2) EBITDA margin (non-IFRS measure) is calculated as EBITDA (non-IFRS measure) divided by revenue and multiplied by 100%. (3) Trade and bills receivable turnover days for a year/period equal the average of the opening and closing balance of trade and bills receivable for the relevant year/period divided by the revenue for the relevant year/period and multiplied by the number of days in the relevant year/period, which is 360 days for each year, or 120 days for the four months period. (4) Current ratio is calculated as current assets divided by current liabilities as of the relevant end of period. (5) Quick ratio is calculated as current assets less inventories divided by current liabilities as of the relevant end of period. (6) Gearing ratio is calculated as total liabilities divided by total assets of the period multiplied by 100%. See “Financial Information — Key Financial Ratios.” USE OF PROCEEDS Assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised, after deducting the underwriting commissions and other estimated offering expenses payable by us in connection with the Global Offering, and assuming an Offer Price of HK$23.60 per Share (being the maximum Offer Price), we estimate that we will receive net proceeds of approximately HK$3,458.5 million from the Global Offering. We intend to use the proceeds from the Global Offering for the purposes and in the amounts set forth below:  Approximately 35.0% of the net proceeds, or HK$1,210.5 million, is expected to be used to enhance our leadership position in the intelligent automotive technology industry, capturing transformative opportunities in the downstream automotive industry by investing in the research, development and commercialization of our automotive intelligence solutions and cutting-edge technologies.  Approximately 35.0% of the net proceeds, or HK$1,210.5 million, is expected to be used for improving our manufacturing capacities and cost efficiency, and optimizing our supply chain management.  Approximately 10.0% of the net proceeds, or HK$345.9 million, is expected to be used for expanding our overseas business presence and collaborating with OEM customers in overseas expansion. SUMMARY –1 9– --- page 30 ---  Approximately 10.0% of the net proceeds, or HK$345.9 million, is expected to be used for potential investment, and merger and acquisition opportunities in targets with technology specialties, business operations and brand profiles complementary to our business, aiming to reinforce our market position in the electrification and intelligence trend of the automotive industry.  Approximately 10.0% of the net proceeds, or HK$345.9 million, is expected to be used for working capital and for general corporate purposes. See “Future Plans and Use of Proceeds.” DIVIDENDS AND DIVIDEND POLICY Our Company declared dividends of RMB136.8 million, RMB365.5 million, RMB360.0 million and nil in respect of the financial years ended December 31, 2022, 2023, 2024 and the four months ended April 30, 2025, representing dividend payout ratios of 34.7%, 33.7%, 37.5% and nil, respectively. Dividend payout ratio is calculated by dividing our dividend paid in respect of a financial year by the net profit for the year attributable to the equity shareholders of the Company of the same year. As of the Latest Practicable Date, we have paid the dividends declared in respect of the financial years ended December 31, 2022, 2023 and 2024 in full. See note 33(b) to the Accountants’ Report in Appendix I to this prospectus. After completion of the Global Offering, our Shareholders will be entitled to receive any dividends we declare. We may distribute dividends by way of shares or cash, or a combination of both shares and cash. Pursuant to our Articles of Association, our Board may declare dividends in the future after taking into account our results of operations, financial condition, cash requirements and availability and other factors as it may deem relevant at such time. Any declaration and payment as well as the amount of dividends will be subject to our constitutional documents, applicable PRC Law and approval by our Shareholders. We intend to distribute cash dividends to our Shareholders at least on an annual basis, subject to the discretion of our Directors in accordance with our Articles of Association and the applicable laws and regulations in the PRC and Hong Kong. Subject to applicable laws and regulations and our Articles of Association, our dividend policy is to typically distribute cash dividends to our Shareholders of no less than 30%, of our distributable profits for any particular year. Our Company may distribute dividends in cash, stocks or a combination of cash and stocks, and give priority to profit distribution in cash, where eligible. Our Company mainly adopts a profit distribution policy of cash dividends. When distributing dividends, the Board shall take into account factors such as the characteristics of the industry we are engaged in, the stage of development, our business model, the level of profitability, the ability to repay debts, whether there are arrangements for major capital expenditures, and returns to investors. The Board should assess the stage of development that we are in and the arrangements for significant capital expenditure and, in accordance with the procedures stipulated in the Articles of Association of our Company, put forward a differentiated cash dividend policy. The stage of development that we are in shall be determined by the Board according to specific circumstances. When our Company’s accumulated undistributed profits exceed 120% of the SUMMARY –2 0– --- page 31 --- total share capital of our Company, we may distribute profits in the form of stock dividends. See “Financial Information — Dividends and Dividend Policy” and “Appendix V — Summary of the Articles of Association — Financial and Accounting Systems, Profit Distributions and Auditing — Profit Distributions.” 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 Shares. Some of the major risks we face include:  We operate in a highly competitive industry, and we may be unable to continually maintain our market position;  If our products and solutions do not appropriately address the evolution of the automotive industry, our business, financial condition and results of operations could be materially and adversely affected;  Changes in sales, production and market demand of automotives can materially and adversely affect our business, financial condition and results of operations;  Failure to retain our existing customers or attract new ones could materially and adversely impact our business, financial condition and results of operations;  Our existing OEM customers may not purchase our products and solutions in any certain quantity or at any certain price;  We rely on the stability of our supply chain as well as a number of key suppliers;  Pricing pressure from our customers may materially and adversely affect our business, financial condition and results of operations;  We have businesses in a number of countries and jurisdictions, which are subject to legal, regulatory, operational and other risks inherent in international and cross- border operations;  We are subject to credit risk associated with our trade and bills receivables;  Our goodwill may be impaired, which may adversely affect our business, financial condition and results of operations; and  Impairment of our intangible assets could materially and adversely affect our results of operations. See “Risk Factors.” SUMMARY –2 1– --- page 32 --- IMPACT OF COVID-19 During the Track Record Period, the COVID-19 pandemic outbreak from 2020 to 2022 and the related restrictive policies, including regional travel restrictions and other anti- pandemic restrictive measures, caused supply chain disruptions, supply shortage of chips, increased raw material prices and manufacturing disruptions in certain countries, which in turn had adverse impacts on our business expansion, operational results and financial condition. COVID-19 caused temporary disruptions to our manufacturing in 2022, resulting in the pause of certain production activities, for which we incurred relevant costs (including staff costs and depreciation and amortization expenses, etc.) of RMB133.8 million in 2022. We implemented measures to minimize the impact of COVID-19 on our production including bio-secure production for on-site factory personnel. Partly due to COVID-19, we experienced a supply shortage for chips in 2022. Instead of purchasing chips through our usual procurement method where the supplier manufactures based on our purchase orders, we sourced chips from the spot market to ensure supply chain security in 2022, resulting in extra procurement costs of RMB149.7 million. The impact of COVID-19 on our business and financial performance has diminished since 2022 and we recovered quickly, achieving business growth in 2022 despite these challenges. Our revenue was RMB49,793.4 million in 2022 and RMB55,728.5 million in 2023, representing an 11.9% increase. Our profit for the year significantly increased from RMB233.3 million in 2022 to RMB1,240.1 million in 2023. Our Directors believe that it is unlikely that COVID-19 will have a material adverse impact on our business going forward. Nevertheless, we plan to stay alert and closely monitor and evaluate the market situation based on any development of the COVID-19 pandemic in the future. For further information on the impact and risk of the COVID-19 pandemic, see “Risk Factors — Risks Relating to Our Business and Industry — Any future occurrence of force majeure events, natural disasters, wars or outbreaks of contagious diseases may materially and adversely affect our business, financial condition and results of operations.” RECENT DEVELOPMENT Our Directors confirm that, as of the date of this prospectus, there has been no material adverse change in our financial or trading position, indebtedness, mortgages, contingent liabilities, guarantees or prospects since April 30, 2025, the end of the period reported on the Accountants’ Report in Appendix I to this prospectus. Unaudited Financial Information for the Six Months Ended June 30, 2025 We are a public company listed on the Shanghai Stock Exchange and we have published our semi-annual report in August 26, 2025, containing our unaudited consolidated financial statements as of and for the six months ended June 30, 2025 prepared under PRC GAAP . As a result, we have included our unaudited interim consolidated financial statements in Appendix SUMMARY –2 2– --- page 33 --- IA to this prospectus. Our unaudited interim consolidated financial statements have been prepared in accordance with the applicable International Accounting Standard issued by the International Accounting Standard Board and reviewed by our Reporting Accountants in accordance with Hong Kong Standard on Review Engagements 2410. See “Appendix IA — Unaudited Interim Financial Information.” Summary of Consolidated Statements of Profit or Loss The following table summarizes our results of operations for the periods indicated: Six months ended June 30, 2024 2025 (RMB in thousands) (unaudited) Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,078,626 30,347,073 Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22,880,080) (24,837,735) Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,198,546 5,509,338 Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,746 103,611 Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(267,032) (412,111) Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,393,867) (1,734,885) Research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,129,722) (1,693,527) Impairment losses on trade and other receivables /H1118 (10,952) (24,534) Other net gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,916 26,135 Profit from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,498,635 1,774,027 Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(417,620) (526,548) Share of (losses)/profits of equity-accounted investees, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,087 (539) Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,136,102 1,246,940 Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(298,482) (338,135) Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118837,620 908,805 Non-IFRS Measure We use EBITDA (non-IFRS measure) in evaluating our operating results for the periods indicated, which is not required by or presented in accordance with IFRS as an additional financial measure to supplement our unaudited interim consolidated financial statements, which are presented in accordance with IFRS. We believe that the non-IFRS measure provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as they help our management. However, our presentation of EBITDA (non-IFRS measure) may not be comparable to similarly titled measures presented by other companies. The use of such non-IFRS measure has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for an analysis of, our results of operations or financial condition as reported under IFRS. SUMMARY –2 3– --- page 34 --- The following table reconciles EBITDA (non-IFRS measure) to our profit for the period, presented in accordance with IFRS, for the periods indicated: Six months ended June 30, 2024 2025 (RMB in thousands) (unaudited) Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118837,620 908,805 Add: Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118574,317 576,971 Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118298,482 338,135 Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,082,582 1,073,930 Amortization of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118483,890 599,851 Less: Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62,508) (49,200) EBITDA (non-IFRS measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,214,383 3,448,492 Our revenue increased by 12.1% from RMB27,078.6 million in the six months ended June 30, 2024 to RMB30,347.1 million in the same period in 2025, primarily attributable to the steady growth of our automotive safety and automotive electronics businesses and the consolidation of Senssun. Our cost of sales increased by 8.6% from RMB22,880.1 million in the six months ended June 30, 2024 to RMB24,837.7 million in the same period in 2025, primarily due to an increase in material costs, generally in line with our revenue growth. As a result of the foregoing, our gross profit increased by 31.2% from RMB4,198.5 million in the six months ended June 30, 2024 to RMB5,509.3 million in the six months ended June 30, 2025. Our gross profit margin increased from 15.5% in the six months ended June 30, 2024 to 18.2% in the same period in 2025, mainly attributable to enhanced operational efficiency and the consolidation of Senssun. Our selling and marketing expenses increased by 54.3% from RMB267.0 million in the six months ended June 30, 2024 to RMB412.1 million in the same period in 2025, primarily due to the expansion of our business operations and the need to support the acquisition and execution of new customer orders and the consolidation of Senssun. Our administrative expenses increased by 24.4% from RMB1,393.9 million in the six months ended June 30, 2024 to RMB1,734.9 million in the same period in 2025, primarily due to increase in staff costs related to the consolidation of Senssun. Our research and development costs increased by 49.9% from RMB1,129.7 million in the six months ended June 30, 2024 to RMB1,693.5 million in the same period in 2025, primarily due to increased investment in advanced technologies for intelligent electric vehicles and robotics. SUMMARY –2 4– --- page 35 --- Our profit for the period increased by 8.5% from RMB837.6 million in the six months ended June 30, 2024 to RMB908.8 million in the same period in 2025, with our net profit margin remained relatively stable at 3.1% and 3.0% in the six months ended June 30, 2024 and 2025, respectively. Summary of Consolidated Statements of Financial Position The following table sets forth summary information from our consolidated statements of financial position as of the dates indicated: As of December 31, As of June 30, 2024 2025 (RMB in thousands) (unaudited) Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,077,333 36,497,074 Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,088,535 31,660,862 Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,165,868 68,157,936 Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,580,496 18,030,168 Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,739,829 29,313,368 Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,348,706 2,347,494 Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,320,325 47,343,536 Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,845,543 20,814,400 Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 1,408,702 Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,149,380 12,563,802 Total equity attributable to equity shareholders of the 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/H111813,558,082 13,972,504 Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,287,461 6,841,896 Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,845,543 20,814,400 Our net current assets decreased from RMB4,348.7 million as of December 31, 2024 to RMB2,347.5 million as of June 30, 2025, mainly attributable to an increase in loans and borrowings, partially offset by an increase in trade and other receivables. Our net assets increased from RMB19,845.5 million as of December 31, 2024 to RMB20,814.4 million as of June 30, 2025, primarily due to (i) profit for the period of RMB908.8 million and (ii) other comprehensive income of RMB869.1 million, partially offset by (i) profit distribution of RMB369.3 million and (ii) transactions with non-controlling interests of RMB289.0 million. Summary of Consolidated Statements of Cash Flows The following table sets forth selected cash flow statement information from our consolidated cash flow statements for the periods indicated: SUMMARY –2 5– --- page 36 --- Six months ended June 30, 2024 2025 (RMB in thousands) (unaudited) Net cash generated from operating activities /H1118/H1118/H1118/H1118/H11181,869,059 1,906,467 Net cash used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,232,820) (2,461,485) Net cash generated from financing activities /H1118/H1118/H1118/H1118/H1118383,269 165,201 Net (decrease)/increase in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,019,508 (389,817) Cash and cash equivalents at beginning of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,253,515 5,979,070 Effect of foreign exchange rate changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(31,419) 134,753 Cash and cash equivalents at end of the period /H1118/H1118/H11185,241,604 5,724,006 In the six months ended June 30, 2025, we had net cash generated from operating activities of RMB1,906.5 million, which was primarily attributable to our profit before income tax of RMB1,246.9 million, as adjusted by (i) non-cash and non-operating items which primarily consisted of depreciation of RMB1,073.9 million, interest expenses of RMB577.0 million and amortization of intangible assets of RMB599.9 million; and (ii) changes in working capital, which primarily resulted from an increase in trade and other receivables and other assets of RMB1,116.7 million, an increase in trade and other payables and accruals of RMB767.0 million, an increase in inventories of RMB559.1 million and an increase in restricted bank deposits of RMB458.9 million. In the six months ended June 30, 2025, we had net cash used in investing activities of RMB2,461.5 million, which was primarily attributable to (i) payment for purchases of property, plant and equipment, intangible assets and right-of-use assets of RMB1,946.1 million and (ii) payment for purchase of other financial assets of RMB3,262.3 million, partially offset by proceeds from disposal of other financial assets of RMB2,691.7 million. In the six months ended June 30, 2025, we had net cash generated from financing activities of RMB165.2 million, which was primarily attributable to proceeds from bank loans of RMB8,130.3 million, partially offset by (i) repayment of bank loans of RMB6,395.2 million, (ii) interest of bank loans paid of RMB671.4 million and (iii) dividends paid to equity shareholders of the Company and non-controlling interests of RMB361.9 million. After April 30, 2025, which is the end of the Track Record Period, our revenue steadily grew in the nine months ended September 30, 2025 compared to the same period in 2024. Our gross profit increased in the nine months ended September 30, 2025 compared to the same period in 2024. The sales volume of our airbags and intelligent steering wheels decreased in the nine months ended September 30, 2025 compared to the same period in 2024 due to changes in customer demand, particularly in the Americas. However, the impact was offset by the increase SUMMARY –2 6– --- page 37 --- in the average selling price of our airbags and intelligent steering wheels in the nine months ended September 30, 2025 compared to that in the same period in 2024 through successful price negotiations with our customers, despite market competition. The sales volume and average selling price of our seatbelts, integrated safety solutions and others remained relatively stable in the nine months ended September 30, 2024 and in the same period in 2025. The sales volume and average selling price of our automotive intelligence solutions remained relatively stable in the nine months ended September 30, 2024 and in the same period in 2025. The sales volume of our e-mobility solutions steadily grew in the nine months ended September 30, 2025 compared to the same period in 2024 primarily because the sales volume to a major customer increased in the nine months ended September 30, 2025 compared to the same period in 2024, while the average selling price of our e-mobility solutions in the nine months ended September 30, 2025 was lower than that in the same period in 2024 mainly because of the changes in product mix under our e-mobility solutions. The sales volume of HMI solutions steadily grew in the nine months ended September 30, 2025 compared to the same period in 2024 primarily because the sales volume to certain major customers in EMEA and the Americas increased in the nine months ended September 30, 2025 compared to the same period in 2024, while the average selling price of our HMI solutions in the nine months ended September 30, 2025 was lower than that in the same period in 2024 primarily because of the changes in product mix under our HMI solutions. After the Track Record Period and up to the Latest Practicable Date, we have secured new customer orders and strategic partnerships for our various solutions. For example, we have secured the design win of CCUs by a leading OEM customer to develop and supply CCUs. We have also established strategic partnerships with several leading domestic and international robotics companies and have successfully launched a range of products including the AI-powered robot head assembly, an integrated robotic domain controller and new-generation robot energy management solutions. We will make our 2025 third quarter consolidated financial results public on the Shanghai Stock Exchange on October 29, 2025, in accordance with applicable disclosure requirements for A-share listed companies. Our historical quarterly consolidated financial results may not be indicative of any of our future quarterly financial results. If our 2025 third quarter consolidated financial results fail to meet investors’ expectation, the trading price of our H Shares may be adversely affected. SUMMARY –2 7– --- page 38 --- Recent Tariff Policies We maintain a diversified operational structure with manufacturing facilities across the world. The U.S. market is primarily served through our Mexican operations, with additional direct sales to U.S. customers from subsidiaries in China, the EMEA and the rest of Asia. We also sourced certain semiconductor products from overseas regions. Below is an overview of the tariffs that have been imposed by the United States that may impact our exports of auto parts to the U.S. markets, and by China in turn, since President Trump took office for a second term, beginning January 20, 2025. These policies are subject to frequent changes and the below only reflects the situation as of the Latest Practicable Date. The U.S. government imposed a 10% tariff on all imports from China under the International Emergency Economic Powers Act (IEEPA) on February 4, 2025, and further increased the duty rate to 20% on March 4, 2025. During the course of February and July 2025, U.S. President Trump implemented tariffs on several major trading partners, including Canada, China, the European Union and Mexico, with a baseline of 10% tariffs on all countries and an additional individualized reciprocal higher tariff on the countries with which the United States has the largest trade deficits (“ U.S. Reciprocal Tariffs ”). These U.S. Reciprocal Tariffs were soon updated for several rounds, resulting in a total of 145% tariff on imports from China. In response to the U.S. Reciprocal Tariffs, China adopted a series of trade measures including raising its tariffs on U.S. goods. A 34% tariff on all U.S. goods was announced on April 4, 2025, followed by an increase to 85% announced on April 9 and 125% on April 11. On April 9, 2025, President Trump announced that the U.S. Reciprocal Tariffs would be paused for 90 days on trading partners who did not retaliate after such policy took effect, but the 10% baseline tariff would apply to nearly all other U.S. trading partners. On May 12, 2025, China and the United States agreed to temporarily lower tariffs on each other’s goods. The United States will remove the additional reciprocal tariffs it imposed on China on April 8 and April 9, 2025, suspend its 34% reciprocal tariff imposed on April 2, 2025 for 90 days, but retain a 10% tariff during the period of the pause. All duties imposed on China prior to April 2, 2025 would also be retained, including Section 301 tariffs, Section 232 tariffs, tariffs imposed in response to the fentanyl national emergency invoked pursuant to the International Emergency Economic Powers Act and Most Favored Nation tariffs. As a result, the additional U.S. tariffs on Chinese goods would decrease from 145% to 30%. China will remove the additional tariffs it announced after April 4, 2025, and suspend the initial 34% tariff on the United States it announced on April 4, 2025 for 90 days, but will retain a 10% tariff during the period of the pause. After the 90-day suspension of the country-specific U.S. Reciprocal Tariffs announced on April 9, 2025 and the subsequent announcement by President Trump to extend this suspension till the end of July 2025, on July 31, 2025, President Trump announced that the modified U.S. Reciprocal Tariffs which took effect on August 7, 2025, with revised tariff rates for various trading partners. This includes, among others, a 15% tariff for the EU, which also covers automobiles and certain auto parts imported from the EU to the U.S., which were under Section 232 Tariffs (see below discussion) as of the Latest Practicable Date. The temporary suspension SUMMARY –2 8– --- page 39 --- of the 34% reciprocal tariff imposed by the U.S. on China announced on April 2, 2025 remained unchanged by this announcement. On August 12, 2025, China and the United States agreed on another 90-day extension on top of their original 90-day tariff suspension announced on May 12, 2025, as the U.S.-China trade talks were ongoing. These tariffs as well as their scope of application remain subject to further negotiations and adjustments. There is also substantial uncertainty in relation to the interpretation, implementation and administration of the tariffs. Existing bilateral or multilateral trade agreements between the U.S. and other countries may also affect the scope of application of the U.S. Reciprocal Tariffs. On March 26, 2025, President Trump announced the 25% tariff on autos and auto parts from all countries under section 232 of the Trade Expansion Act of 1962 (“ Section 232 Tariffs ”). Later, the U.S. government stated that the U.S. Reciprocal Tariffs do not apply to goods subject to the Section 232 Tariffs. On April 29, 2025, the U.S. government clarified that the autos and certain auto parts subject to Section 232 Tariffs will not be subject to the additional IEEPA Tariffs. Under the USMCA, a free trade agreement among the United States, Mexico, and Canada, products imported to the U.S. from Canada and Mexico, which are produced in the United States, Canada or Mexico, or a combination of those countries (collectively, “ North America ”) and which are deemed to have originated from North America (“USMCA-compliant ”) are not subject to tariffs. Products imported to the U.S. from Canada and Mexico which do not meet the aforementioned criteria (“ non-USMCA-compliant ”) are subject to tariffs. As confirmed by the Trump administration on May 1, 2025, USMCA- compliant auto parts are currently spared from the 25% duty when being imported to the U.S. from Mexico and Canada. When selling our products to the U.S. market, we may directly sell our products from other countries to U.S. customers who act as the importers and are obliged to pay the tariffs. We may, however, be requested by our U.S. customers to share the increased costs from the tariffs. We may also transfer the goods from other countries to our U.S. subsidiaries who act as the importer and are obliged to pay the tariffs. It remains to be ascertained if our U.S. subsidiaries will be able to pass the increased costs from the tariffs to their customers in the U.S. During the Track Record Period, the U.S. market is primarily served through our Mexican operations as well as through imports from subsidiaries in China, South Korea and the EU. As of the Latest Practicable Date, to our knowledge our products imported to the U.S. from China are subject to 20% tariffs under the IEEPA and 10% baseline tariffs of the US Reciprocal Tariffs, and, therefore, in aggregate 30% tariffs. As of the same date, to our knowledge our products imported to the U.S. from South Korea are subject to the Section 232 Tariffs of 25%; our products imported to the U.S. from the EU are subject to the the country-specific US Reciprocal Tariffs of 15% which covers automobiles and certain auto parts. As of the same date, to our knowledge our products imported to the U.S. from Mexico are generally subject to the following tariffs: our USMCA-compliant products are not subject to tariffs and our non-USMCA-compliant products are subject to additional tariffs of 25% (non- USMCA- compliant goods are generally subject to additional tariffs ranging from 10% to 50%, depending on the product type.) During the Track Record Period, the majority of our imports to the U.S. from Mexico in terms of transaction value were USMCA-compliant. SUMMARY –2 9– --- page 40 --- As of Latest Practicable Date, certain of our customers had agreed to bear the additional tariff costs. We are currently assessing the impact of these tariff policies and actively negotiating with customers to share potential increased costs. In addition, we maintain the option to shift production to U.S. if tariff increases continue and also evaluate production opportunities in Mexico to benefit from USMCA preferential treatment, while further developing local supply chains in North America to reduce tariff exposure. During the Track Record Period, we sourced certain semiconductor products from overseas regions. Subject to the interpretation of the “U.S. origin” of these products under the new tariff regime, we may incur additional costs in these purchases going forward. Furthermore, our operations in China involve the import of certain raw materials from the United States, which may be subject to additional tariffs. There can be no assurance that we will be able to successfully pass on these costs to our customers. Given our facilities and supply chain in China and abroad, we will review the cost efficiency of our purchase arrangements in light of the developing new tariff regime, and may adjust our purchases accordingly. Furthermore, we believe that there are alternatives to our U.S. suppliers, and we will be able to make switches if necessary. In addition, in 2024, the U.S. government increased the tariff rate on imported Chinese EVs from 25% to 100%, while the European Union adopted provisional countervailing duties of up to 38.1% on imports of Chinese-made BEVs, subject to future negotiation. These measures could adversely impact the competitiveness of our customers in the U.S. and EU markets. However, according to Frost & Sullivan, in 2024, exports of NEVs from China to Europe represented under 5% of China’s total NEV shipment of 12.9 million units and only 2% of China’s overall automobile production of 31.3 million units, underscoring the minimal scale of these exports relative to the total automobile production capacities in China. Given that (i) we are an upstream supplier in automotive production, (ii) our automotive electronics and safety solutions have diverse applications encompassing both ICE vehicles and EVs, and (iii) our business is well-diversified internationally, with revenue contribution from China accounting for 23.5%, 23.8%, 25.3%, 21.2% and 25.0% of the total revenue in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively, limiting our exposure to any single customer or market segment, our Directors believe that sales of our automotive electronics and safety solutions would not be materially and adversely affected by the increased tariffs on EVs manufactured in China. See “Risk Factors — Risks Relating to Our Business and Industry — We are subject to risks associated with sanctions, international trade policies, geopolitics and trade protection measures, investment restrictions, and our business, financial condition and results of operations could be adversely affected” and “Business — Recent International Trade Policies.” Recent Export Regulations of Rare Earth by China In October 2025, the Ministry of Commerce of China announced in Announcement No.61 of 2025 ( 2025 ϋୋ61໮ʮѓ‘) and Announcement No. 62 of 2025 ( 2025 ϋୋ62໮ʮѓ‘) (the “ Announcements ”), stipulating that export licenses will be required for the export of SUMMARY –3 0– --- page 41 --- Chinese-origin rare earth materials and technologies used in rare earth mining and processing. Specifically, according to the Announcements, export license applications intended for or potentially used for military or terrorist final purposes will, in principle, not be approved. In addition, export license applications for rare earth materials used in certain highly advanced technologies, including logic chips at 14 nanometers or below, storage chips with 256 layers or more, and production equipment, testing equipment, and materials for the aforementioned semiconductors, will be subject to case-by-case review. Moreover, the Ministry of Commerce of China has stated that all compliant export license applications intended for civilian purposes will be approved. As of the date of this prospectus, the Announcements have yet to take effect, and the specifics of their implementation remain uncertain. Given that rare earth elements are raw materials for semiconductor industry, the enforcement of these Announcements may impact the global semiconductor industry. During the Track Record Period, we sourced certain semiconductor products from overseas regions. To our best knowledge, these semiconductor products we procured from overseas regions generally did not involve the highly advanced technologies discussed above, with the potential exception of one type of system-on-chip (“ SoC”) below 14 nanometers with comprehensive functions (“ Certain SoC ”) which we procured and used in certain of our automotive intelligence solutions. In each period of the Track Record Period, revenue from solutions incorporating Certain SoCs was immaterial, accounting for less than 1% of our total revenue for the respective period. Given that the Announcements have yet to comprehensively take effect as of the date of this prospectus, it remains uncertain whether this Certain SoC will be subject to the case-by-case review discussed above. The Announcements, to our best knowledge, are expected to have a limited impact on our operations and financial condition for the following reasons. (i) During the Track Record Period and up to the date of this prospectus, we are not engaged in the design, production or sales of semiconductors. (ii) During the Track Record Period and up to the date of this prospectus, our use of semiconductor products procured from suppliers has been exclusively for civilian purposes, not for military or terrorist applications. As confirmed by Frost & Sullivan, solutions of automotive electronics and automotive safety, weighing apparatus business and products of robotic parts, the sales of which contributed to all of our Group’s revenue during the Track Record Period, are civilian in nature and are not associated with military or terrorist applications. Furthermore, semiconductor products in the automotive sector are traditionally used for civilian purposes. According to the Ministry of Commerce of China, all compliant export license applications intended for civilian purposes will be approved. (iii) We are closely monitoring the implementation status of the Announcements and will take measures as necessary. For example, based on our supply chain assessment, we are of the view, and as confirmed by Frost & Sullivan, that there will be alternative domestic sources of semiconductor products comparable to those we currently obtain from overseas suppliers. In addition, we believe that we will be able to share increased procurement costs of semiconductors, if any, with our customers. SUMMARY –3 1– --- page 42 --- Given that the Announcements, being implemented in phases from October 9, 2025 to December 1, 2025, have yet to comprehensively take effect as of the date of this prospectus, and the specifics of their implementation remain uncertain, we believe it is premature to discuss their potential impacts in detail. Nevertheless, any further stringent export regulations on rare earth elements imposed by China could affect the growth of the global economy and the development of the semiconductor industry on a worldwide scale, potentially creating a challenging environment for all the players in our industry, including ourselves. See “Risk Factors – Risks Relating to Our Business and Industry – We are subject to risks associated with sanctions, international trade policies, geopolitics and trade protection measures, investment restrictions, and our business, financial condition and results of operations could be adversely affected.” We will continue to monitor any enforcement or changes in relevant laws and regulations and manage the impacts effectively, if any, such as by switching to alternative sources of semiconductor products comparable to those we currently obtain from overseas suppliers and by sharing increased procurement costs of semiconductors with our customers. OUR CONTROLLING SHAREHOLDERS As of the Latest Practicable Date, Mr. Wang was interested in approximately 39.85% of the total issued share capital of our Company, comprising 2.54% directly owned by Mr. Wang and 37.31% indirectly owned through Joyson Group, which is controlled by Mr. Wang. Immediately following the completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised), Mr. Wang will, directly and indirectly through Joyson Group, continue to control over 30% of the voting rights of our Company. Therefore, Mr. Wang and Joyson Group will remain as our Controlling Shareholders upon the Listing. For further details about our Controlling Shareholders, please see the section headed “Relationship with Our Controlling Shareholders” in this prospectus. In addition, we expect certain connected transactions of our Group with our Controlling Shareholders and/or their respective close associates will continue after the Listing, details of which are set out in “Connected Transactions” in this prospectus. SUMMARY –3 2– --- page 43 --- OUR LISTING ON THE SHANGHAI STOCK EXCHANGE Our Company is currently listed on the Shanghai Stock Exchange. Our Directors confirmed that, and our PRC Legal Advisor is of the view that, during the Track Record Period and up to the Latest Practicable Date, we had no instances of material non-compliance with the rules of the Shanghai Stock Exchange and other applicable securities laws and regulations of the PRC, 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 Shanghai Stock Exchange. Based on the independent due diligence conducted by the Joint Sponsors and our PRC Legal Advisor’s view, nothing has come to the Joint Sponsors’ attention that would reasonably cause them to cast doubt on our Directors’ confirmation with regard to the compliance record of our Company on the Shanghai Stock Exchange in all material respects. LISTING EXPENSES Listing expenses consist of professional fees, underwriting commissions and other fees incurred in connection with the Global Offering. Based on an indicative offer price of HK$23.60 per Offer Share, we expect to incur listing expenses of approximately HK$201.8 million (assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised), which accounts for approximately 5.5% of the gross proceeds from the Global Offering. We estimate the listing expenses to consist of approximately HK$117.1 million in underwriting fees and HK$84.7 million in non-underwriting fees. Among the total listing expenses, approximately HK$192.3 million will be directly attributable to the issue of our Shares, which will be deducted from equity upon the completion of the Global Offering. The remaining HK$9.5 million listing expenses will be expensed in our consolidated statements of comprehensive income, among which HK$0.7 million has already been recognized during the four months ended April 30, 2025. Our Directors do not expect such expenses to materially impact our results of operations. GLOBAL OFFERING STATISTICS The statistics in the following table are based on the assumptions that: (i) the Global Offering has been completed and 155,100,000 H Shares are newly issued in the Global Offering, (ii) the Offer Size Adjustment Option and the Over-allotment Option for the Global Offering are not exercised, and (iii) 1,550,770,563 Shares are issued and outstanding following the completion of the Global Offering: Based on the Offer Price of HK$23.60 per Offer Share Market capitalization of our Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$50,131 million Unaudited pro forma adjusted consolidated net tangible assets per Share (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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$5.95 SUMMARY –3 3– --- page 44 --- Notes: (1) The estimated market capitalization of our Shares is calculated as the aggregate of (i) the estimated market capitalization of the 155,100,000 H Shares to be issued after the completion of the Global Offering, assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised, and (ii) the market capitalization of the 1,395,670,563 A Shares in issue, based on the closing price of our A Shares as of Latest Practicable Date. (2) The unaudited pro forma adjusted consolidated net tangible assets attributable to equity shareholders of the Company per Share are arrived at after adjustment and on the basis that 1,533,576,448 Shares (excluding 30,225,095 treasury shares as shown in the Note 33(d) to the Accountants’ Report set out in Appendix I to this Prospectus) are expected to be in issue immediately following the completion of the Global Offering and assuming that the Global Offering had been completed on April 30, 2025 without taking into account of the Shares which may be issued upon exercise of the Offer Size Adjustment Option and the Over-allotment Option. (3) No adjustment has been made to reflect any trading results or other transactions of the Group entered into subsequent to 30 April 2025. SUMMARY –3 4– --- page 45 --- In this prospectus, unless the context otherwise requires, the following terms and expressions have the meanings set forth below. Certain other terms are explained in the section headed “Glossary of Technical Terms” in this prospectus. “A Share(s)” ordinary share(s) issued by the 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 Shanghai 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 December 23, 2024 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 our Company “Board” or “Board of Directors” the Board of directors of our Company “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, Supervisors and Parties Involved in the Global Offering” of this prospectus “CCASS” the Central Clearing and Settlement System established and operated by HKSCC DEFINITIONS –3 5– --- page 46 --- “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 (Winding up and Miscellaneous Provisions) Ordinance” the Companies (Winding up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Company”, “our Company”, “the Company” Ningbo Joyson Electronic Corp. (ࠢ ʮ̡), a joint stock company incorporated in the PRC with limited liability on August 7, 1992, the A Shares of which have been listed on the Shanghai Stock Exchange (stock code 600699.SH), formerly known as Liaoyuan Deheng Company Limited (ʮ̡) and Liaoyuan Joyson Electronics Co., Ltd. (ٰ ʮ̡) “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)” has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Wang and Joyson Group, as further detailed in the section headed “Relationship with Our Controlling Shareholders” in this prospectus “CSDC” China Securities Depository and Clearing Corporation Limited (ப΂ʮ̡) “CSDC (Hong Kong)” China Securities Depository and Clearing (Hong Kong) Company Limited “CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ ึ) DEFINITIONS –3 6– --- page 47 --- “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 “EMEA” Europe, Middle East and Africa Region; for the purpose of this prospectus, mainly includes Germany, Romania, Hungary, Portugal and Italy “Employee Incentive Scheme” The employee incentive scheme of our Company approved by the Shareholders on November 1, 2021, the principal terms of which are set out in “Appendix VI — Statutory and General Information — Further Information about our Directors, Supervisors and Senior Management — Employee Incentive Scheme” “EU” the European Union “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 “GDP” gross domestic product “General Rules of HKSCC” the General Rules of HKSCC as may be amended or modified from time to time and where the context so permits, shall include the HKSCC Operational Procedures “Global Offering” the Hong Kong Public Offering and the International Offering DEFINITIONS –3 7– --- page 48 --- “Group”, “our Group”, “we” or “us” our Company and its subsidiaries (or our Company and any one or more of its subsidiaries, as the context may require), and where the context requires, in respect of the period prior to our Company becoming the holding company of its present subsidiaries, such present subsidiaries and the businesses carried on by such present subsidiaries as if they were subsidiaries of our Company at the relevant time “Guide for New Listing Applicants” or “Guide” the Guide for New Listing Applicants issued by the Hong Kong Stock Exchange effective from January 1, 2024 (as amended, 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 Hong Kong Offer Shares to be issued in the name of HKSCC Nominees and deposited directly into CCASS to be credited to your designated HKSCC Participant’s stock account through causing HKSCC Nominees to apply on your behalf, including by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for Hong Kong Offer Shares on your behalf “HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC DEFINITIONS –3 8– --- page 49 --- “HKSCC Operational Procedures” the operational procedures of HKSCC, containing the practices, procedures and administrative or other requirements relating to HKSCC’s services and the operations and functions of CCASS, FINI or any other platform, facility or system established, operated and/or otherwise provided by or through HKSCC, as from time to time in force “HKSCC Participant” a participant admitted to participate in CCASS as a direct clearing participant, a general clearing participant or a custodian participant “Hong Kong” or “HK” the Hong Kong Special Administrative Region of the 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 15,510,000 H Shares initially offered by our Company for subscription at the Offer Price pursuant to the Hong Kong Public Offering (subject to reallocation and the Offer Size Adjustment Option 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 DEFINITIONS –3 9– --- page 50 --- “Hong Kong Underwriting Agreement” the underwriting agreement, dated October 27, 2025, 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 “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 139,590,000 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, 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 DEFINITIONS –4 0– --- page 51 --- “International Underwriting Agreement” the underwriting agreement expected to be entered into on or around November 4, 2025 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 “Joint Bookrunners” the joint bookrunners named in the section headed “Directors, Supervisors and Parties Involved in the Global Offering” of this prospectus “Joint Global Coordinators” the joint global coordinators named in the section headed “Directors, Supervisors and Parties Involved in the Global Offering” of this prospectus “Joint Lead Managers” the joint lead managers named in the section headed “Directors, Supervisors and Parties Involved in the Global Offering” of this prospectus “Joint Sponsors” the joint sponsors named in the section headed “Directors, Supervisors and Parties Involved in the Global Offering” of this prospectus “Joyson Group” Joyson Holding Co., Ltd. (ʮ̡), formerly known as Ningbo Joyson Investment Group Co., Ltd. ( ྐྵ ʮ̡), a limited liability company established in the PRC on September 4, 2001, and one of our Controlling Shareholders “Joyson Quin” Ningbo JOYSONQUIN Automotive Systems Holding Co., Ltd. (ʮ̡), a joint stock company established in the PRC with limited liability on November 28, 2001, our indirect non-wholly owned subsidiary “Joyson Safety Huzhou” Joyson Safety Systems (Huzhou) Co., Ltd. ( ѩ௷ӛԓτ Όӻ୕(ಳψ)ʮ̡), a limited liability company established in the PRC on July 23, 2007, our indirect non-wholly owned subsidiary DEFINITIONS –4 1– --- page 52 --- “JSS LLC” Joyson Safety Systems Acquisition LLC, a limited liability company established in the United States on December 18, 2017, our indirect non-wholly owned subsidiary “Latest Practicable Date” October 20, 2025, being the latest practicable date for the purpose of ascertaining certain information contained in this prospectus prior to its publication “Liaoyuan Deheng” Liaoyuan Deheng Company Limited (ࠢ ʮ̡), a joint stock company incorporated in the PRC with limited liability on August 7, 1992, which is the predecessor of our Company “Lingang Joyson” Shanghai Lingang Joyson Safety Systems Co., Ltd. ( ɪऎ ʮ̡), a limited liability company established in the PRC on May 22, 2019, our indirect non-wholly owned subsidiary “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 Thursday, November 6, 2025, 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 “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” the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ ਠਕ௅) DEFINITIONS –4 2– --- page 53 --- “Mr. Wang” Mr. W ANG Jianfeng (ࢤour executive Director, chairperson of the Board and one of our Controlling Shareholders “MXN$” Mexican Peso, the lawful currency of the Mexico “NDRC” the National Development and Reform Commission of the PRC (ึ) “Ningbo JOYNEXT” Ningbo JOYNEXT Technology Corp. (߅ ʮ̡), a joint stock company established in the PRC with limited liability on September 7, 2016, our direct non-wholly owned subsidiary “Ningbo Joyson Safety” Ningbo Joyson Safety Systems Co., Ltd. (ѩ௷ӛԓ ʮ̡), a limited liability company established in the PRC on January 20, 2017, our indirect non-wholly owned subsidiary “Ningbo Preh Joyson” Ningbo Preh Joyson Automotive Electronics Co., Ltd. (ʮ̡), a limited liability company established in the PRC on December 27, 2010, our indirect wholly owned subsidiary “Nomination, Remuneration and Appraisal Committee” the nomination, remuneration and appraisal committee of our Company “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 –4 3– --- page 54 --- “Offer Size Adjustment Option” the option under the Hong Kong Underwriting Agreement, exercisable by the Company with prior written agreement between the Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) on or before the International Underwriting Agreement, pursuant to which the Company may issue and allot up to an aggregate of 23,265,000 additional H Shares (representing approximately 15% of the Offer Shares initially being offered under the Global Offering assuming the Over- allotment Option is not exercised) at the Offer Price to cover any excess market demand, without being subject to any reallocation mechanism “Overall Coordinators” the overall coordinators named in the section headed “Directors, Supervisors and Parties Involved in the Global Offering” of this prospectus “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 23,265,000 additional H Shares (representing not more than 15% of the Offer Shares initially available under the Global Offering assuming the Offer Size Adjustment Option is not exercised at all) or up to an aggregate of 26,754,500 additional H Shares (representing not more than 15% 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 “PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central bank of the PRC “PIA Automation” Ningbo PIA Automation Holding Corp. (ѩ౷౽ঐႡ ʮ̡), a company established in the PRC and controlled by Joyson Group, the shares of which are listed on the Shanghai Stock Exchange (stock code: 688306.SH) DEFINITIONS –4 4– --- page 55 --- “PRC GAAP” generally accepted accounting principles of PRC “PRC Legal Advisor” Commerce & Finance 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 “Price Determination Date” the date, expected to be on or before Tuesday, November 4, 2025 (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 12:00 noon on Tuesday, November 4, 2025 “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 “Regulation S” Regulation S under the U.S. Securities Act “Rest of Asia” for the purpose of this prospectus, mainly includes Japan, South Korea, India and Thailand “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “SAFE” the State Administration of Foreign Exchange of the PRC (̮ි၍ଣ҅) “SA T” the State Administration of Taxation of the PRC ( ʕശɛ ೼ਕᐼ҅) “SCNPC” the Standing Committee of the National People’s Congress of the PRC (ɽึ ึ) “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 DEFINITIONS –4 5– --- page 56 --- “Securities Law” the Securities Law of the People’s Republic of China ( ʕ جas amended, supplemented or otherwise modified from time to time “Senssun” Guangdong Senssun Weighing Apparatus Group Ltd. ( ᄿ ʮ̡), a joint stock company incorporated in the PRC with limited liability on June 22, 1999, the shares of which are listed on the Shenzhen Stock Exchange (stock code: 002870.SZ) “SFC” the Securities and Futures Commission of Hong Kong “Shanghai Stock Exchange” the Shanghai Stock Exchange (ה׸) 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׸) Stabilizing Manager” China International Capital Corporation Hong Kong Securities Limited “State Council” State Council of the People’s Republic of China ( ʕശɛ ͏΍ձ਷਷ਕ৫) “Strategy and ESG Committee” the strategy and ESG committee of our Company “subsidiary(ies)” has the meaning ascribed to it in section 15 of the Companies Ordinance “Supervisor(s)” member(s) of our Supervisory Committee “Supervisory Committee” the supervisory committee of our Company “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy- backs issued by the SFC, as amended, supplemented or otherwise modified from time to time “the Americas” North America and South America; for the purpose of this prospectus, mainly include the United States, Mexico and Brazil DEFINITIONS –4 6– --- page 57 --- “Track Record Period” Y ears ended December 31, 2022, 2023 and 2024 and four months ended April 30, 2025 “U.S. Securities Act” the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder “U.S.”, “US” or “United States” the United States of America, its territories, its possessions and all areas subject to its jurisdiction “Underwriters” the Hong Kong Underwriters and the International Underwriters “Underwriting Agreements” the Hong Kong Underwriting Agreement and the International Underwriting Agreement “US$” or “US dollars” United States dollars, the lawful currency of the United States “White Form elPO ” 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 elPO Service Provider at www.eipo.com.hk “White Form elPO Service Provider” Computershare Hong Kong Investor Services Limited “%” 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 –4 7– --- page 58 --- The following is a glossary of certain terms used in this prospectus in connection with us and/or our business. As such, these terms and their meanings may not correspond to standard industry meanings or usage of these terms. “5G” the fifth-generation mobile network, a new global wireless standard after 1G, 2G, 3G, and 4G networks “5G-A (5G-Advanced)” or “5.5G” the enhanced version of 5G that builds upon the existing 5G (Release 15-17) with improved performance and efficiency “autonomous driving” a technology that enables vehicles to operate itself in certain or all conditions “ADAS” advanced driver assistance systems “AI” artificial intelligence “AMR” autonomous mobile robot “AOA” Angle of Arrival, a technique for finding the direction that an incoming radio wave is coming from “AOI” automated optical inspection “ASIL” Automotive Safety Integrity Level “AUTOSAR” Automotive Open System Architecture, a development partnership of automotive interested parties founded in July 2003 “B-Call” breakdown call “BDU” battery disconnect units “BMS” battery management system “Booster(s)” charging booster module(s) “Bluetooth” a radio technology that makes it possible for mobile phones, computers and other electronic devices to be linked over short distances, without needing to be connected by wires GLOSSARY OF TECHNICAL TERMS –4 8– --- page 59 --- “C-V2X” Cellular V ehicle-to-Everything, referring to the low- latency communication system between vehicles and vehicles, vehicles and pedestrians, vehicles and road infrastructure, and vehicles and networks “CAICV” China Industry Innovation Alliance for the Intelligent and Connected V ehicles “CAGR” compound annual growth rate “CCSA” China Communications Standards Association “CCU(s)” central computing unit(s) “CO2” carbon dioxide “combo power electronics” integrated systems that combine multiple power electronic functions or components into a single unit “CSAE” China Automotive Engineering Association “Daisy-Chain” a connection method used to connect multiple battery units or components in sequence “DC” direct current “DC/DC converter” DC voltage converter “DMC” data matrix code “DMS” Driver Monitoring System “DMR” Dynamic Motorised Restraint “domain controller(s)” a computer that controls a set of vehicle functions related to a specific area, or domain. Functional domains that require a domain controller are typically compute intensive and connect to a large number of input and output devices. Examples of relevant domains include autonomous driving, cockpit, powertrain, chassis and body “E-Call” emergency call GLOSSARY OF TECHNICAL TERMS –4 9– --- page 60 --- “E-mobility” An energy management system capable of intelligently controlling devices like batteries and chargers to optimize energy utilization and extend battery life “E/E” electrical/electronic “ECE R-127 regulation” UN ECE Regulation No. 127, which sets out uniform provisions for the approval of motor vehicles with regard to their pedestrian safety performance “ECU” electronic control unit “electrification” in the automotive industry, refers to the process of powering the vehicle by electricity, replacing vehicle components that operate on a conventional energy source “ERP” enterprise resource planning “ETSI” the European Telecommunications Standards Institute “EV” electric vehicle “eVTOLs” electric vertical take-off and landing vehicles “Ex Works” an arrangement in which the seller is required to make goods ready for pickup at its place of business, and the buyer is responsible for all freight and delivery costs “FCA” free-carrier, a trade term which means that the seller is required to assume the cost of delivery to the specified location and to bear the risks until the goods are delivered to such specified location “FOB” free on board, a term of sale whereby the seller delivers when the goods pass the ship’s rail at the named port of shipment after which the buyer has to bear all shipping and other costs and tasks in respect of loss of or damage to the goods from that point “FOTA” firmware over-the-air, a technology that updates vehicle firmware and software remotely through cloud network “GHG” greenhouse gas GLOSSARY OF TECHNICAL TERMS –5 0– --- page 61 --- “GNSS” Global Navigation Satellite System, any satellite constellation that provides global positioning, navigation, and timing services “HMI” human-machine interface “IA TF16949” international technical specification of automotive industry quality management system, which prepared by International Automotive Task Force (IA TF) and ISO “ICCE” Intelligent Car Connectivity Industry Ecosystem Alliance “ICEV” a vehicle that is powered by a regular internal combustion engine “intelligent cockpit” a comprehensive application space for various new technologies of intelligent connected vehicles “IoT” Internet of Things, referring to the collective network of connected devices and the technology that facilitates communication between devices and the cloud, as well as between the devices themselves “ISO” the International Organization for Standardization, an independent, non-governmental organization that develops and publishes international standards “ISO14001” an internationally recognized standard for environmental management system published by the ISO “ISO14064” an internationally recognized standard for green-house gas emissions published by the ISO “ISO14068” an internationally recognized standard for the carbon neutrality published by the ISO “ISO26262” an internationally recognized standard for ASIL “ISO50001” an internationally recognized standard for the energy management system published by the ISO “ISO9001” an internationally recognized standard for Quality Management Systems published by the ISO GLOSSARY OF TECHNICAL TERMS –5 1– --- page 62 --- “ISO/TS16949” an internationally recognized standard for the quality management systems for automotive production and relevant service part published by the ISO “IT” information technology “IVI” integration of in-vehicle infotainment systems “LiDAR” light detection and ranging, a method for determining ranges by targeting an object or a surface with a laser and measuring the time for the reflected light to return to the receiver “LES” logistics execution system “Level 2” the levels of autonomous driving, a system at this level continuously performs both the vehicle’s lateral and longitudinal movement control for dynamic driving tasks within its designed operational conditions and has the capability for some detection and response to objects and events that are relevant to the driving task “Level 2+” commonly used in the industry to describe a system that enables vehicles to realize functions that beyond basic Level 2 features “Level 4” the levels of autonomous driving, a system at this level continuously performs all dynamic driving tasks and executes minimal risk maneuver in response to system failure within its designed operational conditions. When the system requests intervention, the user is not required to respond, as the system is capable of automatically reaching a minimal risk condition “mass production” a large-scale production phase that adopts automated intelligent manufacturing and engineering facilities to ensure product consistency, reduce labor costs, enhance utilization, and achieve cost-efficiency “MES” manufacturing execution systems “middleware” software framework that acts as a bridge between the upper-layer application and the underlying hardware GLOSSARY OF TECHNICAL TERMS –5 2– --- page 63 --- “ms” milliseconds “NCAP” the New Car Assessment Program, providing consumers with a safety performance assessment for the majority of the most popular cars “NEV(s)” new energy vehicles, comprising of battery electrics vehicles, plug-in hybrid electric vehicles and fuel cell vehicles “OBCs” on-board charger(s) “OEM(s)“ automotive original equipment manufacturers (automotive manufacturer(s)), company(ies) that design, develop, and manufacture vehicles, and market their vehicles directly to customers “OMS” Occupant Monitoring Systems “OTA” over-the-air “PBD” pyrotechnic battery disconnect “PCB” printed circuit board “perception” in autonomous vehicles, refers to the ability of vehicles to perceive and understand its environment, process and interpret data from sensors and base decisions on this knowledge “PDU” power distribution unit “QNX” a family of open-source Unix-like operating systems based on the Linux kernel “R&D” research and development “RFID” radio frequency identification, a technology for data acquisition by way of radio frequency between transponders and a host system “RoHS” Restriction of Hazardous Substances “SAP” systems, applications, and products in data processing GLOSSARY OF TECHNICAL TERMS –5 3– --- page 64 --- “sensor” a device, module, machine, or subsystem whose purpose is to detect events or changes in its environment and send the information to other electronics, frequently a computer processor “SMT” surface mount technology, a method in which the electrical components are mounted directly onto the surface of a printed circuit board “SoCs” system-on-chips, programmable IC(s) that integrates CPU, memory interfaces, on-chip input/output devices, input/output interfaces, and secondary storage interfaces, often alongside other components such as radio modems and a graphics processing unit, all on a single substrate or microchip “SOTA” software over-the-air “subsystem” a system that is part of a larger system “TCU” telematic control units “Tier 1 supplier(s)” automotive system integrator(s), company(ies) that supply(ies) assembled components or systems directly to OEMs. Tier 1 suppliers need to work closely with OEMs during the design and development stages of vehicles, ensuring the integration of their components into the final product “TISAX” Trusted Information Security Assessment Exchange “TOPs” trillions of operations per second, a measurement of the potential peak AI inferencing performance based on the architecture and frequency required of the processor “ultra-wideband” a radio technology that can use a very low energy level for short-range, high-bandwidth communications over a large portion of the radio spectrum “USMCA” United States-Mexico-Canada Agreement “V2X” vehicle-to-everything, referring to the communication between a vehicle and any entity that may affect, or may be affected by, the vehicle “V A VE” value analysis and value engineering “WIFI” wireless local area networking GLOSSARY OF TECHNICAL TERMS –5 4– --- page 65 --- We have included in this prospectus forward-looking statements. Statements that are not historical facts, including statements about our intentions, beliefs, expectations or predictions for the future, are forward-looking statements. This prospectus contains certain forward-looking statements relating to our Company and our subsidiaries that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this prospectus, the words “aim”, “anticipate”, “believe”, “could”, “expect”, “going forward”, “intend”, “may”, “ought to”, “plan”, “project”, “seek”, “should”, “will”, “would” and the negative of these words and other similar expressions, as they relate to our Group or our management, are intended to identify forward-looking statements. Such statements reflect the current views of our management with respect to future events, operations, liquidity and capital resources, some of which may not materialize or may change. These statements are subject to certain risks, uncertainties and assumptions, including the other risk factors as described in this prospectus. Y ou are strongly cautioned that reliance on any forward-looking statements involves known and unknown risks and uncertainties. The risks, uncertainties and other factors facing our Group which could affect the accuracy of forward-looking statements include, but are not limited to, the following:  changes in the macro environment, regional and global economy, as well as industry trends related to our operations;  our ability to successfully implement our business plans, strategies, objectives and goals;  our ability to obtain adequate capital resources to fund future development plans;  our ability to control costs, as well as to achieve and maintain operational efficiency;  changes in our customers’ demands and expectations;  changes in the competitive landscape of the industries where we operate;  our ability to protect our reputation and brand image, as well as trademarks, technologies, knowhow, patents and other intellectual property rights;  changes in local economic and political conditions and changes in compliance with international laws and regulations in the countries and regions where we operate; and  developments in technology and our ability to successfully keep up with technological advancement. FORW ARD-LOOKING STATEMENTS –5 5– --- page 66 --- 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 INDUSTRY We operate in a highly competitive industry, and we may be unable to continually maintain our market position. The automotive industry is highly competitive. We compete with a number of other companies that produce and sell similar products and solutions. Among other factors, our products and solutions compete on the basis of price, quality, technological innovation, design and performance, manufacturing and sales capability, delivery and customer services. Some of our competitors are larger and have greater financial and other resources than us. Some of our competitors may also have a competitive advantage as a result of special relationships or ownership interests with certain customers. Our ability to compete successfully depends largely on our ability to differentiate our products and solutions from those of our competitors, continue to deliver quality products and solutions in the time frames required by our customers and maintain cost-efficient production. We continue to invest in technology and innovation which we believe are critical to our long-term growth. Our ability to maintain and improve existing products and solutions, while successfully developing and introducing distinctive new and enhanced products and solutions that anticipate changing customer and consumer preferences and capitalize upon emerging technologies, is also important for us to remain competitive. If we are unsuccessful or are less successful than our competitors in predicting the course of market development, developing innovative products and solutions, processes and/or use of materials, or adapting to new technologies or evolving regulatory, industry or customer requirements, we may be placed at a competitive disadvantage. In addition, increased competition may lower our sales volume and increase our inventory, which may in turn result in downward price pressure and materially and adversely affect our profit margin. Therefore, the ability to stay ahead of our competitors will be fundamental to our future success. If we do not continue to innovate to develop or acquire new and compelling products and solutions that effectively compete with our competitors, our business, financial condition and results of operations may be materially and adversely affected. RISK FACTORS –5 6– --- page 67 --- If our products and solutions do not appropriately address the evolution of the automotive industry, our business, financial condition and results of operations could be materially and adversely affected. The automotive industry and automotive intelligence technologies are rapidly evolving. Our business and prospects will depend on our ability to effectively identify consumer needs, develop and introduce new products and solutions, cost-effectively enhance current products and solutions and the adoption of automotive intelligence products and solutions in the market by factors such as comprehensiveness of functionalities, cost considerations, driver and passenger preferences, and consumers’ awareness of automotive intelligence products and solutions. We sell our products and solutions that are deployed on OEMs’ vehicle models. Therefore, our success heavily depends on the market acceptance of our products and solutions and the underlying technologies. We cannot guarantee that our products and solutions will be or will continue to be accepted by the market as the industry evolves. Furthermore, we cannot guarantee that our products and solutions will gain widespread market recognition or that OEMs will succeed in their efforts to increase consumer acceptance. If our products and solutions do not appropriately address the evolution of the automotive industry or automotive intelligence technologies, our business, financial condition and results of operations could be materially and adversely affected. Changes in sales, production and market demand of automotives can materially and adversely affect our business, financial condition and results of operations. The success of our business is directly related to automotive sales and production by OEMs. Automotive sales and production are highly cyclical and also depend on other factors such as general economic conditions and consumer confidence and preferences. In addition, automotive sales and production can be affected by labor relations or safety management issues, regulatory requirements, trade agreements, availability of consumer financing and other factors. Lower automotive sales may result in our OEM customers lowering vehicle production schedules, which has a direct, material and adverse impact on our earnings and cash flows. Our sales are also affected by inventory levels and production levels of OEMs. However, we cannot predict when OEMs will decide to either build or reduce inventory levels. In the past, we have experienced sales declines during the OEMs’ scheduled shutdowns or shutdowns resulting from unforeseen events. The declines in our customers’ production levels and thus, our production volumes, can have a material and adverse impact on our business, financial condition and results of operations. The demand for our products and solutions is also dependent on consumers’ demand for and adoption of intelligent vehicles. The market for intelligent vehicles is rapidly evolving, characterized by technologies, competition, government regulation, industry standards and consumer demands and behaviors. If the market for intelligent vehicles does not develop as fast, or at all, as we expect, our business, financial condition and results of operations will be materially and adversely affected. RISK FACTORS –5 7– --- page 68 --- Changes in regulations, international trade policies, tariffs and rising political tensions, particularly between the U.S. and China, may adversely impact our business and operating results. Significant political, trade, or regulatory developments in the jurisdictions in which we 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 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. Our business may also be significantly impacted by the imposition of tariffs by the U.S. and any resulting retaliatory tariffs in the countries in which we operate. The U.S. government imposed a 10% tariff on all imports from China under the International Emergency Economic Powers Act (IEEPA) on February 4, 2025, and further increased the duty rate to 20% on March 4, 2025. During the course of February and July 2025, U.S. President Trump implemented tariffs on several major trading partners, including Canada, China, the European Union and Mexico, with a baseline of 10% tariffs on all countries and an additional individualized reciprocal higher tariff on the countries with which the United States has the largest trade deficits (“ U.S. Reciprocal Tariffs ”). These U.S. Reciprocal Tariffs were soon updated for several rounds, resulting in a total of 145% tariff on imports from China. In response to the U.S. Reciprocal Tariffs, China adopted a series of trade measures including raising its tariffs on U.S. goods. A 34% tariff on all U.S. goods was announced on April 4, 2025, followed by an increase to 85% announced on April 9 and 125% on April 11. On April 9, 2025, President Trump announced that the U.S. Reciprocal Tariffs would be paused for 90 days on trading partners who did not retaliate after such policy took effect, but the 10% baseline tariff would apply to nearly all other U.S. trading partners. On May 12, 2025, China and the United States agreed to temporarily lower tariffs on each other’s goods. The United States will remove the additional reciprocal tariffs it imposed on China on April 8 and April 9, 2025, suspend its 34% reciprocal tariff imposed on April 2, 2025 for 90 days, but retain a 10% tariff during the period of the pause. All duties imposed on China prior to April 2, 2025 would also be retained, including Section 301 tariffs, Section 232 tariffs, tariffs imposed in response to the fentanyl national emergency invoked pursuant to the International Emergency Economic Powers Act and Most Favored Nation tariffs. As a result, the additional U.S. tariffs on Chinese goods would decrease from 145% to 30%. China will remove the additional tariffs it announced since April 4, 2025, and suspend the initial 34% tariff on the United States it announced on April 4, 2025 for 90 days, but will retain a 10% tariff during the period of the pause. After the 90-day suspension of the country-specific U.S. Reciprocal Tariffs announced on April 9, 2025 and the subsequent announcement by President Trump to extend this suspension till the end of July 2025, on July 31, 2025, President Trump announced the modified U.S. Reciprocal Tariffs which took effect on August 7, 2025, with revised tariff rates for various trading partners. This includes, among others, a 15% tariff for the EU, which also covers automobiles and certain auto parts imported from the EU to the U.S., which were under Section 232 Tariffs as of the Latest Practicable Date. The temporary suspension of the 34% reciprocal tariff imposed by the RISK FACTORS –5 8– --- page 69 --- U.S. on China announced on April 2, 2025 remained unchanged by this announcement. These tariffs as well as their scope of application remain subject to further negotiations and adjustments. On August 12, 2025, China and the United States agreed on another 90-day extension on top of their original 90-day tariff suspension announced on May 12, 2025, as the U.S.-China trade talks were ongoing. There is also substantial uncertainty in relation to the interpretation, implementation and administration of the tariffs. Existing bilateral or multilateral trade agreements between the U.S. and other countries may also affect the scope of application of the U.S. Reciprocal Tariffs. On March 26, 2025, President Trump announced a 25% tariff on autos and auto parts from all countries under section 232 of the Trade Expansion Act of 1962 (“ Section 232 Tariffs ”). Later, the U.S. government stated that the U.S. Reciprocal Tariffs do not apply to goods subject to the Section 232 Tariffs, which may include certain eligible auto parts exported to the U.S. from China. As confirmed by the Trump administration on May 1, 2025, auto parts compliant with the USMCA (United States-Mexico-Canada Agreement) are currently spared from the 25% duty. During the Track Record Period and up to the Latest Practicable Date, a portion of our transactions with U.S. customers were conducted through our Mexican subsidiaries, which may qualify for tariff exemptions under the USMCA. However, there can be no assurance that our products will consistently qualify for these exemptions, and relevant trade policies and regulations may change, which could adversely affect our business, financial condition and results of operations. It also remains to be ascertained how the industry participants will react to the new tariff regime. We may directly sell our products from other countries to U.S. customers who act as the importers and are obliged to pay the tariffs. In such cases, we may be requested by our U.S. customers to share the increased costs from the tariffs. We may sometimes transfer the goods from foreign countries to our U.S. subsidiaries who act as the importer and may be obliged to pay the tariffs. In such cases, there is no guarantee that our U.S. subsidiaries will be able to pass the increased costs from the tariffs to their customers in U.S. Furthermore, the cost-sharing arrangements in both scenarios will be negotiated case by case based on various factors, making outcomes uncertain. If we cannot reach agreements with customers on cost sharing, or if additional costs make transactions economically unfeasible, customers may stop purchasing from us and turn to alternative suppliers. In addition, if we are required to share the costs with our customers but cannot pass such increased cost to our suppliers, our business, financial condition and results of operations will be materially and adversely affected. In addition, if we have to shift production to U.S. if tariff increases continue, seize production opportunities in Mexico to benefit from USMCA preferential treatment, and develop local supply chains in North America to reduce tariff exposure. However, such transition may take a certain period of time with switching costs. See “Business — Recent International Trade Policies.” During the Track Record Period, we sourced certain semiconductor products from overseas regions. Subject to the interpretation of the “U.S. origin” of these products under the new tariff regime, we may incur additional costs in these purchases going forward. Furthermore, our operations in China involve the import of certain raw materials from the United States, which may be subject to additional tariffs. We closely monitor the implementation status of tariff policies of Chinese government and may take measures as necessary, such as (i) procuring semiconductor products of the same type with wafer RISK FACTORS –5 9– --- page 70 --- fabrication in non-U.S. regions instead of U.S.-origin ones that could face additional tariffs; (ii) trying to substitute the U.S.-origin raw materials to reduce the impact of tariff policies, which is subject to product testing, validation processes and customer approval; and (iii) negotiating with downstream customers in China for cost sharing arrangements. There can be no assurance that we will be able to successfully procure semiconductor products of the same type with wafer fabrication in non-U.S. regions, substitute the U.S.-origin raw materials or pass on these costs to our customers. See “Business — Recent International Trade Policies.” 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. In addition to China, we also have production facilities in other countries including Mexico and EMEA, which also supply to U.S. customers. 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 these 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. The uncertainty surrounding potential changes in U.S. trade policies, particularly regarding tariffs on Chinese imports, could adversely affect our business operations and financial performance. A majority of our revenue in the U.S. was generated by our U.S. subsidiaries. Revenue generated by our U.S. subsidiaries amounted to RMB8,759.5 million, RMB9,702.6 million, RMB9,337.4 million, RMB3,282.5 million and RMB2,978.4 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively, which mainly represents sales to U.S. customers. Any substantial increases in tariffs or trade restrictions implemented by the U.S. administration could lead to retaliatory measures by affected countries, potentially disrupting global supply chains. Increased tariffs could significantly increase our costs, reduce our profit margins, or make our products less competitive in the U.S. market. If we are unable to pass these additional costs to our customers, maintain price competitiveness of our product offerings or relocate production to countries not subject to these tariffs, our business, financial condition and results of operations could be materially and adversely affected. The European Union has also implemented certain tariffs on Chinese-made EVs, which could adversely impact the competitiveness of our customers in the EU market. In October 2024, the European Union members voted to adopt provisional countervailing duties of up to 38.1% on imports of Chinese-made BEVs, subject to future negotiation. Unfavorable government policies on international trade may affect the demand for and competitive position of our products and solutions. See “Business — Recent International Trade Policies.” Furthermore, in October 2025, the Ministry of Commerce of China announced in Announcement No. 61 of 2025 ( 2025 ϋୋ61໮ʮѓ‘) and Announcement No. 62 of 2025 (2025 ϋୋ62໮ʮѓ‘) (the “ Announcements ”), stipulating that export licenses will be required for the export of Chinese-origin rare earth materials and technologies used in rare earth mining and processing. Specifically, according to the Announcements, export license applications intended for or potentially used for military or terrorist final purposes will, in RISK FACTORS –6 0– --- page 71 --- principle, not be approved. In addition, export license applications for rare earth materials used in certain highly advanced technologies will be subject to case-by-case review. Moreover, the Ministry of Commerce of China has stated that all compliant export license applications intended for civilian purposes will be approved. Given that rare earth elements are raw materials for semiconductor industry, the enforcement of these Announcements may impact the global semiconductor industry. During the Track Record Period, we sourced certain semiconductor products from overseas regions. Given that the Announcements, being implemented in phases from October 9, 2025 to December 1, 2025, have yet to comprehensively take effect as of the date of this prospectus, and the specifics of their implementation remain uncertain, we believe it is premature to discuss their potential impacts in detail. Nevertheless, any further stringent export regulations on rare earth elements imposed by China could affect the growth of the global economy and the development of the semiconductor industry on a worldwide scale, potentially creating a challenging environment for all the players in our industry, including ourselves. We are subject to risks associated with sanctions, international trade policies, geopolitics and trade protection measures, investment restrictions, and our business, financial condition and results of operations could be adversely affected. Our operations may be negatively affected by any deterioration in the political and economic relations among countries. The United States and other jurisdictions or organizations, including the EU, the United Nations, the United Kingdom and Australia, have, through executive orders, legislation or other regulatory means, implemented measures that impose economic sanctions and export controls against such countries or against targeted industry sectors, companies, entities and/or organization and individuals within such countries. For example, Cuba, Iran, North Korea, Syria, the Crimea, Kherson and Zaporizhzhia regions and the so-called Luhansk People’s Republic and so-called Donetsk People’s Republic regions are subject to sanctions by the United States which are broad-based and oriented geographically. Furthermore, concerns over inflation, energy costs, geopolitical frictions, capital market volatility and liquidity issues may create difficult operating conditions in the future. Sales of our products and services in certain countries and sales of products that include components obtained from certain foreign suppliers could be materially and adversely affected by international trade regulations. For example, certain foreign jurisdictions may impose investment restrictions, economic sanctions and trade restrictions directly or indirectly affecting China-based technology companies, due to the source of their products, ownership of businesses or other reasons. Such laws and regulations are likely subject to frequent changes, and their interpretations and enforcements involve substantial uncertainties, which may be heightened by national security concerns or driven by political or other factors that are outside of our control. Therefore, such restrictions, and similar or more expansive restrictions that may be imposed by the U.S. or other jurisdictions in the future, may be burdensome or costly to comply with and may materially and adversely affect us, our business partners and our key suppliers’ and customers’ abilities to obtain technologies, systems, devices or components that may be critical to our technology infrastructure, service offerings and business operations, and may affect our sales or the sales of our customers to certain foreign markets. We have a geographically extensive operation network, and there is no guarantee that we will continue to be able to operate in existing geographic markets or enter into new markets given the investment restrictions, economic sanctions and trade restrictions that may be promulgated from time to time. In addition, our suppliers, customers and other business counterparties, RISK FACTORS –6 1– --- page 72 --- either in China or overseas, may be subject to sanctions or other restrictions themselves. If we are unable to effectively and timely identify high-risk counterparties and adopt compliance measures accordingly, we may be subject to the risks of investigations, penalties or reputational damage. In recent years, the United States has increased export controls restrictions on China through the Export Administration Regulations (the “ EAR”), administered by the Bureau of Industry and Security of the U.S. Department of Commerce (“ BIS”), which includes a list of foreign persons on which certain trade restrictions are imposed, including businesses, research institutions, government and private organizations, individuals and other types of legal persons (the “ Entity List ”). Where a foreign person is included on the Entity List, the export, re-export and/or transfer (in-country) of items which are subject to the EAR generally is prohibited unless the specified license requirements are met. If certain customers and suppliers are listed on the Entity List and subject to restrictions from sourcing or selling technologies, software or products and solutions from/to us, there can be no guarantee that we will be able to obtain as well as extend and maintain the requisite regulatory permits in relation to our transactions with these customers and suppliers, or that such permits will cover all our existing and potential transactions with such customers and suppliers. We cannot be certain what additional export control actions the U.S. government may take that could impact our products, suppliers or customers. The U.S. government could further expand the scope of items subject to the EAR in a manner that captures our products and solutions. On October 7, 2022, BIS published rules that introduce new restrictions related to semiconductors, semiconductor manufacturing, supercomputers, and advanced computing items and end uses in China, Hong Kong and Macau. Since that time, BIS has continued to issue new updates and increased restrictions related to these items and end uses, including in October 2023, April 2024, December 2024, and January 2025 (collectively, the “ U.S. Chip Export Restrictions ”). Among other measures, the U.S. Chip Export Restrictions add to the Commerce Control List (a list of commodities, software, and technologies that are subject to more restrictive controls) certain advanced and high-performance computing integrated circuits and computer commodities that contain these integrated circuits. The listed items now generally require a license prior to the export, reexport, or transfer of such items to China, Hong Kong, and Macau (absent an applicable license exception). The U.S. Chip Export Restrictions also impose new or expanded license requirements for items subject to the EAR destined for an end-use in the development or production of supercomputers, certain types of advanced node integrated circuits and advanced, or semiconductor manufacturing equipment in certain jurisdictions, including China. To our best knowledge, we had not experienced and currently do not expect any chip sourcing restrictions from U.S. or non-U.S. suppliers. According to our legal advisor as to U.S. export control laws, based on information provided by us on our activities, operations, or transactions, we were not engaged in activities, operations, or transactions that violated the restrictions set forth in the U.S. Chip Export Restrictions. RISK FACTORS –6 2– --- page 73 --- The Entity List and other U.S. sanctions and export control laws and regulations continue to evolve, and have introduced uncertainties to global supply chains, limited access to critical raw materials and components, and increased production and compliance costs for companies operating in affected industries. Geopolitical tensions between China and the United States may intensify and the United States may adopt even more restrictive measures in the future, including by imposing additional sanctions or export controls on, or further restricting U.S. investment in, Chinese-affiliated companies. We could be adversely affected as a result of any transactions we make with certain entities or in certain industries that are, or become subject to, sanctions and export controls or investment restrictions administered by the U.S. and other relevant authorities. On January 16, 2025, the BIS issued a final rule entitled “Securing the Information and Communications Technology and Services Supply Chain: Connected V ehicles” (the “Connected Vehicles Rule ”) prohibiting certain transactions involving the sale or import of connected vehicles integrating specific hardware and software, or those components sold separately, with a sufficient nexus to China or Russia. The Connected V ehicles Rule bans the importation and sale of hardware and software components integrated into V ehicle Connectivity Systems (“ VCS”) (largely technology that connects the vehicle to the internet) and software integrated into ADS (but excluding ADAS) absent a general or specific authorization. It also prohibits connected vehicle manufacturers that are owned by, controlled by, or subject to the jurisdiction of China or Russia from selling connected vehicles that incorporate VCS hardware or covered software in the United States. Prohibitions on software would go into effect for model year 2027 (referring to the year used to designate a discrete vehicle model) vehicles and prohibitions on hardware would take effect for model year 2030 vehicles (or January 1, 2029 for units not associated with a model year). The Connected V ehicles Rule mandates that connected vehicle manufacturers (most OEMs and all importers) provide declarations of conformity and outlines conditions for authorizations. It creates processes for stakeholders to request advisory opinions on specific transactions and notifies manufacturers when special authorization might be needed. These regulations may restrict our potential market reach. Meanwhile, as similar restrictions could be adopted by other countries, we face potential adverse effects from expanding export controls and trade measures, which could negatively impact our business operations and financial results. In addition, On October 28, 2024, the U.S. Department of the Treasury (the “ Department of Treasury ”) issued the “Provisions Pertaining to U.S. Investments in Certain National Security Technologies and Products in Countries of Concern” (the “ Final Rule ”) to implement a new investment program that restricts investments by U.S. persons and U.S.-controlled entities imposed by Executive Order 14105, “Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern” (the “ Outbound Order ”; together with the Final Rule, collectively, the “ Outbound Investment Rules ”o r “OIR”). The Final Rule became effective on January 2, 2025. The Final Rule prohibits U.S. persons from engaging in certain investments and requires notification of certain investments involving a “covered foreign person” associated with a “country of concern” in “covered activities.” Specifically: “covered activities” pertain to RISK FACTORS –6 3– --- page 74 --- national security technologies and products in the following sectors: (1) semiconductors and microelectronics; (2) quantum information technologies; and (3) artificial intelligence (“ AI”). (See Section 1(b) and Section 9(c) of the Outbound Order). “Covered foreign person” means (1) a person of a country of concern who or who is engaged in covered activities, and (2) a person that directly or indirectly holds a board seat on, a voting or equity interest in, or any contractual power to direct the management or policies of a person of a country of concern. (See Section 850.209 of the Final Rule). “Country of concern”, for now, is the People’s Republic of China, including Hong Kong and Macau. (See Annex of the Outbound Order). The Company’s solutions, such as the Integrated Safety Solutions, involved AI and algorithms. Nonetheless, to our knowledge, after internal due diligence and following consultations with legal adviser regarding U.S. foreign investment laws and consideration of their view, we believe that our adoption of AI and algorithms does not fall within the scope of the limitations because we do not develop any AI system as defined by the “covered activity” outlined in the Final Rule. To be specific, we do not engage in developing any AI system (i) that is designed exclusively used for, or intended to be used for military, government intelligence, or mass-surveillance end use; (ii) that is trained using a specified quantity of computing power, or (iii) that is intended to control robotic systems, among others, as specified in Section 850.224 and Section 850.217 of the Final Rule. Therefore, we do not expect the U.S. persons subscribing to our H Shares to trigger notification obligations under the Final rule. Failure to retain our existing customers or attract new ones could materially and adversely impact our business, financial condition and results of operations. In order to increase our revenue and maintain our growth, we are committed to retaining existing customers and attracting new customers. Our customers primarily consist of OEMs that purchase our products and solutions for their vehicle models. Customer A, our largest OEM customer in each year and period of the Track Record Period and a long-time business partner, contributed to 22.1%, 24.4%, 23.6% and 23.2% of the total revenue in 2022, 2023, 2024 and the four months ended April 30, 2025, respectively. However, we cannot guarantee that our existing customers will continue to procure our products and solutions for their new vehicle models or will maintain their partnerships with us for our ongoing projects or future projects. Our ability to retain existing customers or attract new customers depends on the following factors, some of which are out of our control:  the competitiveness of our pricing and payment terms for our customers, which may, in turn, be constrained by our capital and financial resources;  the market acceptance of our new products, solutions, services and functionalities;  our ability to continue investing in R&D to accommodate our customers’ need;  mergers and acquisitions among market players; and  the effects of domestic and global economic conditions on the development of the automotive industry generally. RISK FACTORS –6 4– --- page 75 --- It may be challenging to offer products and solutions tailored to the specific needs of our OEM customers, as well as to maintain high-quality customer support, as our customer base grows and becomes more diverse. This may result in customer dissatisfaction, a decline in overall demand for our products and solutions and a loss of expected revenue. Moreover, failing to meet customer expectations could harm our reputation, thereby hindering our ability to retain existing customers and attract new ones. If we are unable to retain our existing customers or attract new customers due to any of the foregoing factors, our business, financial condition and results of operations will be materially and adversely affected. Further, if our existing customers decrease or cease their usage of our products and solutions, we may be unable to acquire new customers that spend similarly or even more for our products and solutions, and our business, financial condition and results of operations will be materially and adversely affected. Our existing OEM customers may not purchase our products and solutions in any certain quantity or at any certain price. Upon obtaining design wins from certain OEMs, we develop customized products and solutions to be equipped on specific vehicle models of OEM customers. We generally enter into contracts with our OEM customers, which set forth the salient terms such as product specification, pricing, warranty and indemnifications. However, our contracts with OEM customers generally do not specify a fixed purchasing quantity. Instead, we typically receive preliminary estimates from OEMs regarding their anticipated production volumes for vehicle models associated with the design wins. Such estimates are subject to potential revisions by the OEMs, which may be significantly higher or lower than initially estimated, resulting in uncertainty to our revenue. Additionally, OEMs may experience delays or cancellations in the development of the models, which may result in extended timelines or even the abandonment of certain models. As a result, obtaining the design win is not a guarantee of revenue. Furthermore, OEMs may choose to develop their own products and solutions, which may also reduce their demand for our products and solutions. If actual production orders from the OEM customers are not consistent with their projections, we could realize less revenue than our expectation. In addition, if actual production volumes are lower than estimated, we may not cancel excess supplies in a timely manner, or at all, and the inventory may accumulate, leading to increased storage costs and potential obsolescence, which may materially and adversely affect our business, financial condition and results of operations. We rely on the stability of our supply chain as well as a number of key suppliers. Our success depends in part on our ability to manage the supply chain to manufacture and deliver the products and solutions in a timely manner and with quality. We source the raw materials and components for our products and solutions from third-party suppliers. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, our material cost was RMB31,437.8 million, RMB34,235.6 million, RMB33,312.9 million, RMB10,609.2 million and RMB11,268.0 million, respectively, representing 71.0%, 71.8%, 71.2%, 69.9% and 69.5% RISK FACTORS –6 5– --- page 76 --- of our total cost of sales. See “Financial Information — Description of Major Components of Our Consolidated Statements of Profit or Loss — Cost of Sales.” As a result, our production volume and production costs depend on our ability to source key raw materials and components at competitive prices. However, the raw materials and components we use are subject to price volatility caused by external factors, such as commodity price fluctuations, changes in supply and demand, logistics and processing costs, our bargaining power with suppliers, inflation, governmental regulations and policies, geopolitical tensions or health epidemics. Any future shortage in supplies may lead to increases in the prices of alternatives and may cause suppliers to allocate available raw materials and components more selectively among their customers across these industries. We might fail to secure an adequate supply of such raw materials and components under favorable business conditions, if at all, which could prevent us from meeting our customer demand. Moreover, such shortage could lead to increases in material cost and negatively impact our future profitability. We generally do not enter into long-term supply agreements with fixed price arrangements, which is in line with the industry norm. We may be unable to obtain raw materials and components in the quantities of a quality or at a price that we require, which may disrupt our supply chain, increase our production costs and delay deliveries of our products and solutions to customers. If any of above circumstances occur, our business, financial condition and results of operations could be materially and adversely affected. In addition, our suppliers could fail to meet our needs for various reasons beyond our control, including fires, natural disasters, extreme weather, manufacturing problems, epidemic, strikes, transportation interruptions or governmental regulation. A failure of supply could also occur due to suppliers’ financial difficulties, including bankruptcy. Changing suppliers may require a long lead time. We may not be able to locate alternative suppliers in sufficient quantities, of suitable quality, or at an acceptable price within a reasonable period of time, or at all. As a result, our business, financial condition and results of operations could be materially and adversely affected. Pricing pressure from our customers may materially and adversely affect our business, financial condition and results of operations. We design, develop and manufacture complex and quality products and solutions, and primarily supply to OEMs. OEMs in the automotive industry generally require systematic price reduction from their suppliers, according to Frost & Sullivan. Substantially all of our projects are subject to an annual price reduction clause, which allows OEMs to request lower prices for a specified period of time or over the product lifecycle. The price reduction rates are either specified in the initial contract or negotiated annually, which may affect our profit margins. We must be able to reduce operating costs and increase operating efficiency in order to maintain profitability. As our business is capital intensive and requires us to maintain a large, fixed cost base, our profitability is dependent, in part, on our ability to spread fixed costs over sales volume. However, we may not be able to spread such fixed costs effectively as our customers generally negotiate for lower prices as the volume of their orders increases, in addition, in line with industry norms, our customers expect the price will decrease during the contract term. If RISK FACTORS –6 6– --- page 77 --- we are unable to offset customer price reductions through improved operating efficiency, profitable new or upgraded products and solutions, enhanced manufacturing processes, increased sourcing alternatives and other cost reduction initiatives, our business, financial condition and results of operations may be materially and adversely affected. We have businesses in a number of countries and jurisdictions, which are subject to legal, regulatory, operational and other risks inherent in international and cross-border operations. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, the revenue from overseas customers was RMB38,106.4 million, RMB42,495.5 million, RMB41,706.6 million, RMB14,080.1 million and RMB14,769.8 million, respectively, representing 76.5%, 76.3%, 74.7%, 78.3% and 74.9% of our total revenue in the same periods. We expect to expand further into international markets. Operating in multiple jurisdictions around the globe and expanding into new markets may subject ourselves to the following risks:  challenges in providing products, solutions and customer support, in recruiting personnel in international markets and in managing sales channels effectively;  challenges in commercializing our products and solutions in new markets where we have limited experience with the local market dynamics and no existing or developed sales and marketing infrastructure;  difficulties in dealing with regulatory regimes, regulatory bodies and government policies, in order to obtain or maintain permits, licenses and approvals necessary to manufacture, market and sell our products and solutions in or to various countries or jurisdictions;  adverse changes in, or our failure or the failure of our suppliers or customers to comply with customs laws, regulations, tariffs, trade policies and quotas set by the local government and PRC government when we import raw materials and components or export our products and solutions among the different countries or jurisdictions where we do business;  potentially reduced protection for our intellectual property rights and potential breach of third-party intellectual property rights;  differences in accounting treatment in different countries and jurisdictions, uncertainties in interpretation and application of tax laws and regulations, more onerous tax obligations and unfavorable tax conditions and foreign exchange losses;  exposure to litigation or third-party claims in different jurisdictions and inability to effectively enforce contractual or legal rights; RISK FACTORS –6 7– --- page 78 ---  instability or unavailability of international transportation or logistics services due to macroeconomics, geopolitical and other factors;  changes in laws, regulations and policies as well as political, economic and market instability, geopolitical risks or civil unrest in the relevant countries and jurisdictions; and  unfavorable market conditions, intense competition, unattractive products and services, downward pressure on our selling price and any other inherent risks associated with our international business operations. If we are unable to effectively avoid or mitigate these risks, our ability to continue operating in international markets will be impaired, or our international business may not be able to achieve or sustain profitability, and we may also be subject to fines and penalties imposed by local governments and our brand image and reputation may be affected, which could have a material and adverse effect on our business, financial condition and results of operations. Undetected defects, errors or bugs of our products and solutions could adversely affect our business, financial condition and results of operations. Most of our products and solutions are sold to OEMs for deployment in their specific vehicle models. The products and solutions we develop are technical and complex, requiring rigorous standards. They may contain errors, defects, security vulnerabilities or software issues difficult to detect and correct. Any real or perceived error, defect, security vulnerability, service interruption or software issue in our products and solutions may weaken customer confidence and trust in our products and solutions and result in even losses to our OEM customers. Our product quality programs and processes may not be sufficient to avoid product failures, which could cause us to lose operating revenue, incur increased costs such as warranty expenses and costs associated with customer support, experience delays, cancellations or rescheduling of orders for our products and solutions, experience increased product returns or discounts, or damage our reputation. Our efforts to address the issues identified in our products and solutions may not be timely to meet our OEM customers’ expectations and may disrupt our production. In such an event, we may be required, or may choose, for customer relations or other reasons, to allocate additional resources to correct the problem. Furthermore, these issues could potentially lead to complaints, liability claims or lawsuits, including those filed against us by OEMs, and users or other parties, exposing us to potential liabilities and damages. There may also be subsequent negative publicity associated with litigation or negative user experience, regardless of whether the allegations are valid or whether we are ultimately found liable. As a result, our customer satisfaction could be diminished, our reputation and brand could be significantly harmed, and our business, financial condition and results of operations may be materially and adversely affected. RISK FACTORS –6 8– --- page 79 --- In addition, we have been involved in warranty and product-related liability claims, and may continue to be exposed to such risks in the future if we fail to implement and maintain our quality control steps, or our products and solutions fail to perform as expected or any actual or perceived defects result, or is alleged to result, in bodily injury and death, property damage or both. Our warranty expenses accrued in 2022, 2023 and 2024 and the four months ended April 30, 2024 and 2025 amounted to RMB412.4 million, RMB352.3 million, RMB291.4 million, RMB80.1 million and RMB94.6 million, respectively, with a total balance of RMB683.2 million, RMB585.4 million, RMB565.8 million, RMB574.0 million as of December 31, 2022, 2023, 2024 and April 30, 2025, respectively. During the Track Record Period, our ongoing product liability cases were primarily in relation to automotive safety components including airbags and seatbelts mainly involving our US subsidiaries. Among these cases, (i) two ongoing ones involve allegations that airbag inflators manufactured by Takata between 2001-2018 are defective, for which our US subsidiary maintains that it shall not be responsible for the in-dispute components manufactured by Takata before the acquisition (ii) six cases have been closed through dismissal and we are unaware of any further liabilities related to these cases or the matters therein, and (iii) the other five cases are at a relatively early stage and there is no information at this time that suggests that any of them will have a material adverse impact on us, primarily because at this early stage, there is insufficient information regarding the plaintiffs’ complaints, their demands for compensation or the pertinent facts and evidence, which are necessary to quantify the liability amount. Potential flaws and defects in our design and production processes, or in those of our suppliers, as well as unsatisfactory performance of our products, could give rise to product recall incidents. During the Track Record Period, we experienced a number of product recall incidents, see “Business — Our Customers — Returns and Replacement.” We cannot guarantee that we will not experience any material losses or expenses related to product liability or product recall incidents or that we will not incur significant costs to defend any such claims. These actions and incidents could also expose us to adverse publicity, which might adversely affect our brand, reputation and customers’ preference for our products. Certain product liability claims may be the result of defects from component and parts from our suppliers, in the event of which, our attempt to enforce our rights against such suppliers and manufacturers may be extensive and time-consuming. For example, a successful product liability claim against us could require us to pay substantial monetary compensation and may generate substantial negative publicity about our business. Any insurance coverage might not be sufficient to cover all potential claims. Our insurance policies cover warranty and product liability claims but do not cover product recalls, which, according to Frost & Sullivan, are scarce in the market and typically carry high premium rates. Given the low probability of statutory recall events and the availability of such insurance, we believe that purchasing such insurance is not commercially reasonable. RISK FACTORS –6 9– --- page 80 --- In addition, if flaws in either the design or manufacture of our products and solutions were to occur, we could experience a rate of failure in our products and solutions that could result in significant delays in delivery and product re-work or replacement costs. Any recall claim brought against us arising from the products and solutions of our acquired subsidiaries due to a long product life cycle, or any product liability claim brought against us in excess of our available insurance, may have a material adverse effect on our business, financial condition and results of operations. Production disruptions at our customers could adversely affect our sales, business, financial condition and results of operations. We can be adversely affected by quality issues experienced by our customers, even if those issues are not caused by us or our products. If our customers encounter quality incidents, production disruptions or other operational challenges, including defects in their own products, supply chain issues or regulatory recalls, these events could reduce their production volumes, delay orders or lead to cancellations of purchases from us. While we strive to diversify our customer base and maintain strong relationships, we cannot control or predict such issues at their facilities. These issues may arise from factors beyond our influence, including manufacturing defects in their end products, supplier failures, regulatory investigations or market-driven recalls that extend over prolonged periods and affect multiple lines. In addition, a customer’s quality incident could lead to negative publicity, legal claims or reputational damage for them and indirectly harm our brand if our components are associated with the issue, even if our products are not the cause. This could result in broader market hesitation, reduced orders from other customers, pressure for discounts or concessions, challenges in demand forecasting, inventory imbalances, increased storage or production costs, or underutilization of our manufacturing capacity. Quality incidents or disruptions at our customers could materially and adversely affect our sales volumes, revenue streams and market position, leading to lower profitability, strained cash flows and cost-cutting measures, including workforce reductions or facility idling. As a result, our business, financial condition and results of operations may be materially and adversely impacted. Our R&D efforts may not be successful. We expect to continue to dedicate significant financial and other resources to our R&D efforts in order to maintain our competitive position. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, our research and development expenditure (including additions in capitalised R&D expenditure and research and development costs) were RMB3,033.9 million, RMB3,648.0 million, RMB3,685.7 million, RMB1,348.6 million and RMB1,574.2 million, respectively. However, investing in R&D, developing new products and solutions and enhancing existing products and solutions can be expensive and time consuming, and we cannot guarantee that such activities will result in significant new marketable products and solutions or enhancements to our existing products and solutions, design improvements, cost savings, revenue increases or other expected benefits. If we spend significant time and effort on R&D, and nevertheless are unable to generate an adequate return on our investment, our business, financial condition and results of operations may be materially and adversely affected. RISK FACTORS –7 0– --- page 81 --- The development cycles of our products and solutions can be long and we are subject to risks relating to the planning and implementation of complex projects. The planning and implementation process of our products and solutions is complex and the development cycles of our products and solutions can be long. For example, in 2024, the development cycle for our new HMI products was 12 to 18 months. In addition, there may be various challenges during the product development process, including, in particular, technical or process handling issues. As a result, we may face additional expenses and increased quality risks. If we are unable to resolve these issues, the development of that product or solution may fail and our business, financial condition and results of operations may be adversely affected. Further, automotive OEMs generally do not commit to minimum purchase quantities from their suppliers, even when a supplier is nominated for a certain vehicle. As such, we cannot guarantee that we may successfully commercialize such development results on a timely basis at favorable margins, failure of which may have a material adverse effect on our business, financial condition and results of operations. Any production interruption or incident may have a material and adverse impact on our business, financial condition and results of operations. We produce many products and components of products at our production facilities. We plan to continuously adjust our manufacturing capacity to market demand and to improve our productivity. Our production operations involve the coordination of raw materials, inventory management, internal production processes, logistics and external sales processes. We may experience difficulties in coordinating the various aspects of our production processes, thereby causing downtime and delays. We produce and store almost all our products and solutions, as well as conduct some of our development activities, at our own facilities. A delay or stoppage of production caused by adverse weather, natural disaster or other unanticipated catastrophic event, including, without limitation, power interruptions, water shortage, storms, fires, earthquakes, terrorist attacks and wars, could significantly impair our ability to produce our products and solutions and operate our business. Our machineries and equipment housed in these facilities would be difficult to replace and could require substantial replacement lead-time. Catastrophic events may also destroy any inventory stored in our facilities. The occurrence of any production interruption or incident may affect our business materially and adversely. See “Business — Insurance.” Any stoppage in production, even if temporary, or delay in delivery to our customers could adversely affect our business, financial condition and results of operations. In addition, there are risks that an accident or death may occur in any one of our facilities. An accident may result in destruction of property or equipment, environmental damage, manufacturing or delivery delays, or may lead to suspension of our operations and imposition of liabilities. Any such accident may result in litigation, the outcome of which is difficult to assess or quantify, and the cost to defend such litigation can be significant. As a result, the costs to defend any action, or the potential liability resulting from any such accident or death or arising out of any other litigation, and any negative publicity associated therewith, may have an adverse effect on our business, financial condition and results of operations. RISK FACTORS –7 1– --- page 82 --- Our historical results may not be indicative of business, financial condition and results of operations, and we may not be able to manage future growth effectively. We recorded profit for the year of RMB233.3 million, RMB1,240.1 million, RMB1,326.3 million and profit for the period of RMB483.5 million and RMB490.5 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively. See “Financial Information — Description of Major Components of Our Consolidated Statements of Profit or Loss.” Our future growth and profitability are affected by a number of factors, such as our ability to optimize and enrich our product portfolio, our ability to successfully implement our business development strategies in a cost-effective manner and our ability to effectively manage our costs and expenses and continuously improve operational efficiency. Accordingly, you should not rely on the revenue of any prior year as an indication of our future performance. We may also incur unforeseen expenses, or encounter difficulties, complications or delays in deriving revenue or achieving profitability. If we are unable to generate adequate revenues and manage our expenses effectively, we may incur losses in the future and may not be able to achieve profitability. We may not be successful in implementing our business plans and strategies effectively or at all, which could materially and adversely affect our business, financial condition and results of operations. Our business plans and strategies are based on our assumptions of future events which may entail certain risks and are inherently subject to uncertainties. These assumptions may not be correct, which could affect the commercial viability of our business plans and strategies. As such, we cannot guarantee that our business plans and strategies will be implemented successfully as scheduled or at all. If we fail to implement our business plans and strategies effectively and efficiently, we may be unable to expand our operations, manage our growth, take advantage of market opportunities as expected or remain competitive in the industry. Furthermore, even if we implement our business plans and strategies effectively and efficiently, there may be other unexpected events or factors beyond our control that may prevent us from achieving the desirable and profitable results, such as the changes in laws and regulations and governmental policies, the availability of skilled professionals and changes in consumer demand. Moreover, our business plans and strategies may increase our operating costs, such as higher staff costs, as well as greater depreciation for production equipment and facilities, and increase our cash outflows for operating and investing activities. Accordingly, if our business plans and strategies cannot be successfully implemented, or if they do not yield ideal results, we may have significant difficulties in recovering our costs and therefore our business, financial condition and results of operations may be adversely and materially affected. RISK FACTORS –7 2– --- page 83 --- We rely on our business partners and other industry participants and the business collaboration with them is subject to various risks. Strategic business relationships are, and will continue to be, an important factor in the growth and success of our business. We have alliances and partnerships with other industry participants, such as those who can provide technological solutions and manufacturing services. If we are unable to maintain the existing relationships with our business partners, or if we fail to identify and negotiate additional relationships that are essential to our future expansion or success on commercially acceptable terms or at all, we may incur increased costs to develop and provide these capabilities on our own, and our business, financial condition and results of operations could be materially and adversely affected. We could experience delays in the development or delivery of our products and solutions to the extent our partners do not meet agreed timelines or experience capacity constraints. We could also experience disagreement in budget or funding for any joint development project. There is also risk of potential disputes with partners in the future, including with respect to intellectual property rights. Moreover, if our existing partner agreements were to be terminated, we may be unable to timely secure alternative agreements on terms and conditions commercially acceptable to us. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations. We rely on third-party service providers and business partners to provide products and services for us and our customers. We work with a broad range of third-party service providers and business partners, such as logistic service providers. These third parties are subject to risks relating to business interruption, systems and employee failures, and cybersecurity and data protection, and are also subject to their respective legal, regulatory and market risks. Our third-party service providers and business partners may not fulfill their respective commitments and responsibilities in a timely manner or in accordance with the terms agreed upon or applicable laws. For example, we engage logistics service providers to transport products to our customers. The services provided by our logistics service providers may be suspended, canceled or delayed for various reasons beyond our control, including improper handling by our logistics service providers, labor disputes or strikes, acts of war or terrorism, outbreaks of epidemics, earthquakes and other natural disasters, which could cause interruption to the sales or delivery of our products. If we are unable to maintain or develop good relationships with logistics service providers or find suitable replacements in a timely manner, it may inhibit our ability to offer products in sufficient quantities, on a timely basis, or at prices acceptable to our customers. In addition, any improper handling of our products by the logistics service providers could also result in product damage, which may in turn lead to product recalls, product liabilities, increased costs and damage to our reputation, and thus adversely affect our business, financial condition and results of operations. Any increase in the service costs of our logistics service providers may also lead to an increase to our logistic expenses, which may in turn negatively affect our results of operations. RISK FACTORS –7 3– --- page 84 --- In addition, as we cooperate with a large number of third-party service providers, suppliers and business partners, we do not have control over their business operations or governance and compliance systems, practices and procedures, which may increase our financial, legal, operational and reputational risk. If we are unable to effectively manage our relationships with third-party service providers, suppliers and business partners, or for any reason our third-party service providers, suppliers or business partners fail to satisfactorily fulfill their commitments and responsibilities, our business, financial condition and results of operations could suffer. Upon expiry of existing contracts with third parties, we may not be able to renew such contracts at terms commercially favorable to us, if at all, or find an appropriate substitute in a timely manner, in which case our business, financial condition and results of operations may be materially and adversely affected. Our success relies on key management and other highly qualified personnel with specialized skills. Our success is significantly dependent upon the continued service of our management and highly qualified personnel with specialized skills. Our ability to compete effectively depends on our ability to retain and motivate existing employees and attract new employees. We may need to offer competitive compensation and other benefits to attract and retain key personnel and our compensation and benefits payments may increase unexpectedly or at a greater rate than expected. If we lose the services of any member of management or qualified personnel, we may not be able to locate suitable or qualified replacements in a timely manner at reasonable cost, or at all. Our failure to attract and retain key management or qualified personnel and any increase in employee compensation to retain such personnel could have a negative impact on our ability to maintain our competitive position and grow our business and may have a material adverse effect on our business, financial condition and results of operations. Our key management and employees are subject to confidentiality terms and noncompete arrangements. However, we cannot guarantee that such terms or arrangements can be fully and legally enforced. If any of our management or other key personnel joins or establishes a competing business, we may lose some of our customers, which may have a material adverse effect on our business, financial condition and results of operations. We are exposed to customer concentration risk. In 2022, 2023, 2024 and the four months ended April 30, 2025, revenue generated from our five largest customers in each year of the Track Record Period in aggregate was RMB24,191 million, RMB27,927 million, RMB26,614 million and RMB21,303 million, representing 48.6%, 50.1%, 47.6% and 47.1% of our total revenue, respectively. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, revenue generated from our largest customer in each year of the Track Record Period was RMB10,985 million, RMB13,578 million, RMB13,174 million and RMB4,577.7 million, representing 22.1%, 24.4%, 23.6% and 23.2% of our total revenue, respectively. See “Business — Our Customers — Major customers.” Our major customers’ stable relationship with us and consistent demands are RISK FACTORS –7 4– --- page 85 --- crucial to our business. Their business conditions, liquidity and solvency may have a significant impact on our business dealings. Any disruption in our business relationship with major customers could have a material adverse effect on our business, financial condition and results of operations. In the event that the existing major customers reduce or cease to purchase our products and solutions and we are unable to find new customers with similar level of demands at comparable terms within a reasonable period of time or at all, our business, financial condition and results of operations may be materially and adversely affected. Any failure to offer high-quality customer services for our customers may harm our relationships with them and, consequently, our business, financial condition and results of operations. As we continue to grow our operations, we need to be able to continue to provide efficient support and effective maintenance that meets our customer demands at an international scale. We may not be able to recruit or retain sufficient qualified personnel with experience in supporting customers of our products and solutions. As a result, we may be unable to quickly respond to accommodate short-term increases in customer demand for technical support or maintenance assistance. We may also be unable to modify the future scope of our maintenance services and technical support to compete with changes in the technical services provided by our competitors. If we experience increased customer demand for support and maintenance, we may face increased costs that might harm our results of operations. If we are unable to provide efficient customer maintenance and support, our business may be harmed. Our ability to attract new customers is highly dependent on our business reputation and positive recommendations from our existing customers. Any failure to maintain high-quality maintenance and support services, or a market perception that we do not maintain high-quality maintenance and support services for our customers, would harm our business. Our policy allows products and solutions with defects to be returned and exchanged by our customers within the warranty period. See “Business — Our Customers — Returns and Replacement” and “Business — Our Customers — After-Sales and Warranty.” If we experience any deterioration in the quality of our products and solutions, we will incur higher costs associated with returns, exchanges and warranties. We may also be required by law to adopt new or amend existing return, exchange and warranty policies from time to time. Such policies may subject us to additional costs and expenses which we may not recoup through increased revenue. We cannot guarantee that our return, exchange and warranty policy will not be misused by our customers, which may significantly increase our costs and may materially and adversely affect our business, financial condition and results of operations. If we revise these policies to reduce our costs and expenses, our customers may be dissatisfied, which may result in the loss of existing customers or failure to acquire new users at the pace desired, which may materially and adversely affect our business, financial condition and results of operations. RISK FACTORS –7 5– --- page 86 --- Failure to maintain our brand and reputation and the negative publicity and allegations involving us, our shareholders, Directors, officers, employees and business partners may affect our reputation and, as a result, our business, financial condition and results of operations may be negatively affected. We believe that maintaining and enhancing our brands is of significant importance to the success of our business. Well-recognized brands are important to enhancing our attractiveness to our customers. Since we operate globally in a highly competitive market, brand maintenance and enhancement directly affect our ability to maintain our market position. The successful promotion of our brand will depend on the effectiveness of our marketing efforts and amount of word-of-mouth referrals we received from satisfied customers. We may incur extra expenses in promoting our brand. However, we cannot guarantee that these activities are and will be successful or that we can achieve the brand promotion effect we expect. In addition, negative publicity and allegations involving us, our shareholders, Directors, officers, employees and business partners, or the industry in which we operate as a whole may materially and adversely harm our brand image and reputation and cause deterioration in the level of market recognition of and trust in the products and solutions provided by us, thereby resulting in reduced sales volumes and revenues, potential loss of business partners as well as the loss of highly qualified personnel with specialized skills. In addition, such negative publicity may come from malicious harassment or unfair competition acts by third parties, which are beyond our control. Such negative publicity may also result in the diversion of management’s attention, and governmental investigations or other forms of scrutiny, which may have a material and adverse effect on our business, financial condition and results of operations. We are subject to credit risk associated with our trade and bills receivables. Our trade and bills receivables were RMB8,278.6 million, RMB8,708.8 million, RMB9,510.5 million and RMB9,787.6 million as of December 31, 2022, 2023, 2024 and as of April 30, 2025, respectively. Our trade and bills receivable turnover days remained relatively stable at 56.1 days in 2022, 54.9 days in 2023, 58.7 days in 2024 and 58.8 days in April 30, 2025. See “Financial Information — Discussion of Selected Items from Our Consolidated Statements of Financial Position — Trade and Other Receivables.” There is no assurance that all such amounts due to us will be settled in a timely manner. Accordingly, we face credit risk associated with the trade and bills receivables. If our business partners or related parties delay or default on their payments, we may have to make provision for impairment, write off the relevant receivables and/or incur legal costs in order to enforce our rights. Our business, financial condition and results of operations may be materially and adversely affected if a significant portion of our trade and bills receivables are not settled on time, or at all. RISK FACTORS –7 6– --- page 87 --- Our goodwill may be impaired, which may adversely affect our business, financial condition and results of operations. Our goodwill amounted to RMB5,421.1 million, RMB5,547.0 million, RMB7,216.3 million and RMB7,301.5 million as of December 31, 2022, 2023, 2024 and as of April 30, 2025, respectively, which mainly relates to the Group’s historical acquisitions. Goodwill is tested for impairment annually. In evaluating the potential for impairment of goodwill, our management makes a number of assumptions, such as the continuity of our businesses, our future operating performance, business trends, and market and economic conditions. This requires us to make subjective assumptions, and there are inherent uncertainties relating to this analysis and our management’s judgment in assessing the recoverability of the goodwill. If any of the assumptions does not materialize, or if the performance of our business is not consistent with such assumptions, we may be required to write off part or all of our goodwill and record an impairment loss. We incurred substantial goodwill impairment historically, and if there are material and adverse changes in the economy, our customers, industries and market conditions, we may be exposed to the risk of further impairment of goodwill, which may materially and adversely affect our business, financial condition and results of operations. Impairment of our intangible assets could materially and adversely affect our results of operations. We had intangible assets of RMB3,941.5 million, RMB4,207.5 million, RMB5,380.3 million and RMB5,652.9 million as of December 31, 2022, 2023, 2024 and as of April 30, 2025, respectively, primarily including capitalized R&D expenditure, patent and technology, software and ERP-related intangible assets, trademarks and customer relationships. See “Financial Information — Discussion of Selected Items from Our Consolidated Statements of Financial Position — Intangible Assets.” For intangible assets with a finite useful life, we assess at the balance sheet date whether there are any indications of impairment. If such indications exist, we estimate the recoverable amount and conduct an impairment test. For land, goodwill, intangible assets with an indefinite useful life, and intangible assets not yet available for use, we perform an impairment test at least annually, regardless of whether there are indications of impairment. If the carrying amount of our intangible assets is determined to be impaired, we would be required to write down the carrying value or record charges to earnings in our financial statements, which could materially and adversely affect our financial condition and results of operations. Our indebtedness and large repayment sums may materially and adversely affect our liquidity and ability to respond to adverse economic and industry conditions. Historically, we have generally relied on cash generated from operations together with available credit facilities and bank borrowings to fund our operations and expansion, and expect to continue in the future. As of December 31, 2022, 2023, 2024 and as of April 30, 2025, the aggregate balance of our loans and borrowings was RMB19,436.8 million, RMB19,598.5 million, RMB23,681.3 million and RMB25,561.7 million, respectively. See “Financial RISK FACTORS –7 7– --- page 88 --- Information — Indebtedness — Loans and Borrowings” and note 25 to the Accountants’ Report in Appendix I to this prospectus. Our interest on loans and borrowings amounted to RMB919.3 million, RMB1,131.0 million, RMB1,111.6 million and RMB382.8 million in 2022, 2023, 2024 and the four months ended April 30, 2025, respectively. See “Financial Information — Description of Major Components of Our Consolidated Statements of Profit or Loss — Finance Costs.” Our interest rate risk arises primarily from bank loans. Interest-bearing financial instruments at variable rates and at fixed rates expose us to cash flow interest rate risk and fair value interest rate risk, respectively. We are exposed to interest rate risk resulting from fluctuations of major benchmark rates world-wide. Our ability to meet our debt obligations largely depends on our operating performance and 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. We may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. If we encounter difficulties in generating sufficient cash to repay our outstanding indebtedness, our liquidity, business, results of operations and financial condition may be materially and adversely affected, and we may not be able to expand our business. We may be forced to sell assets, issue additional capital, reduce or delay capital expenditures, strategic acquisitions and investments, or seek to restructure or refinance our indebtedness, any of which may not be successful or may not provide sufficient remedial measures, and could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business. We may face substantial financial and operational risks if our business environment or the relevant interest or exchange rates change, or if our cash flows and capital resources are insufficient to fund our debt service obligations. Failure to service our debt could result in the imposition of penalties, including increases in interest rates that we pay on our debt, legal actions against us by our creditors, or even bankruptcy. We are exposed to foreign currency exchange rate fluctuations, which may impact our business, financial condition and results of operations. Our financial statements are presented in Renminbi. However, our overseas business is influenced by the currencies of those countries where we manufacture and/or sell our products and solutions, as well as the agreements of our subsidiaries with their respective customers and suppliers. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, the revenue from overseas customers was RMB38,106.4 million, RMB42,495.5 million, RMB41,706.6 million, RMB14,080.1 million and RMB14,769.8 million, respectively, representing 76.5%, 76.3%, 74.7%, 78.3% and 74.9% of our total revenue. RISK FACTORS –7 8– --- page 89 --- The exchange rate between Renminbi and foreign currencies has fluctuated in the past, and this may impact our business, financial condition and results of operations in the future. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, we incurred net exchange gains of RMB381.9 million, RMB179.6 million, RMB216.8 million, RMB99.6 million and net exchange loss of RMB22.1 million, respectively. We recognized exchange gains on translation of financial statements in foreign companies of RMB388.3 million and RMB194.1 million in 2022 and 2023, respectively, while we recognized exchange losses on translation of financial statements in foreign companies of RMB820.1 million in 2024. We recognized exchange losses on translation of financial statements in foreign companies of RMB278.8 million and gains on translation of financial statements in foreign companies of RMB707.7 million in the four months ended April 30, 2024 and 2025, respectively. Any amounts that we spend or invest in order to hedge the risks to our business due to fluctuations in currencies may not adequately hedge against any losses that we may incur due to such fluctuations. Furthermore, these contracts cover only a portion of our total exposure to foreign exchange risks. Failure to manage such risk may materially and adversely affect our business, financial condition and results of operations. Expansion and acquisitions of or investments in our businesses, products, technologies, production capacity or know-how could subject us to risks and uncertainties. Historically, we conducted acquisitions to expand our geographic footprint, business scale and market share, and those acquisitions have resulted in substantial restructuring expense and goodwill impairment. Our restructuring expense amounted to RMB233.1 million, RMB239.7 million, RMB621.4 million, RMB32.2 million and RMB76.5 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively. Our accumulated impairment losses on goodwill were RMB2,205.7 million, RMB2,243.1 million, RMB2,276.6 million and RMB2,280.7 million as of December 31, 2022, 2023, 2024 and as of April 30, 2025, respectively. As a result of those acquisitions, we may incur additional goodwill impairment in the future which may adversely affect our financial condition and results of operations. We may continually and actively seek strategic opportunities for acquisitions of or investments in businesses, products, solutions, technologies, production capacity or know-how that we believe would benefit our product development, R&D capabilities, technology and sales network. We cannot guarantee that we could successfully execute our expansion and acquisition plans and complete the relevant transactions as expected. In addition, our ability to grow through acquisitions and investments depends upon our ability to identify and integrate suitable targets and to obtain necessary financing at reasonable terms. In particular, acquisitions may involve significant risks and uncertainties, including, but not limited to: (i) difficulties in integrating acquired companies, personnel or products into our business, particularly the different R&D process, quality management, production management, customer service and other business functions; (ii) delays or failures in realizing the benefits of acquisitions and investments; (iii) diversion of our management’s time and attention from other business concerns; (iv) higher than anticipated costs of integration; or (v) difficulties in retaining key employees of acquired businesses. Furthermore, we may also discover deficiencies in internal controls, data adequacy and integrity, product quality and regulatory compliance and liabilities in the businesses we have acquired which we did not uncover prior RISK FACTORS –7 9– --- page 90 --- to such acquisitions. Consequently, we may become subject to penalties, lawsuits or other liabilities. Any difficulties in the integration of acquired businesses or products, or unexpected penalties, lawsuits or liabilities in connection with such businesses or products could materially and adversely affect our business, financial condition and results of operations. Furthermore, we incurred substantial indebtedness to finance certain acquisitions, which may place restrictions on our business and adversely affect our financial conditions. In 2018, we acquired the core businesses and assets of Takata (excluding the phase-stabilized ammonium nitrate (PSAN) airbag inflators business). To finance this acquisition, we entered into certain syndicated loans, which were refinanced in 2021. These loans were secured by the pledge of substantial assets of Joyson Safety systems. Our subsidiaries primarily engaged in automotive safety business and constitute a substantial portion of the Group’s assets. See note 25 to the Accountants’ Report in Appendix I to this prospectus. As of December 31, 2022, 2023, 2024 and as of April 30, 2025, the outstanding balance of these syndicated loans was RMB6,970.9 million, RMB7,025.4 million, RMB6,177.8 million and RMB10,746.9 million, respectively. See “Financial Information — Indebtedness — Loans and Borrowings.” These loans may have the effect, among others, of reducing our flexibility to respond to changing business and economic conditions, thereby placing us at a competitive disadvantage compared to competitors that have less indebtedness and making us more vulnerable to general adverse economic and industry conditions. The increased indebtedness will also increase borrowing costs and the covenants pertaining thereto may also limit our ability to obtain additional financing to fund working capital, capital expenditures, additional acquisitions, business development efforts or general corporate requirements. We may also need to dedicate a larger portion of our cash flow from operations to payments on indebtedness, thereby reducing the availability of our cash flow for other purposes, including working capital, capital expenditures and general corporate purposes. We may also need to refinance or renew a certain amount of the loan upon its expiration. If we are unable to timely refinance or renew such amount at acceptable terms, or at all, our liquidity may be materially and adversely affected. In particular, the covenants and conditions of these loans may restrict our ability to dispose of, or otherwise utilize, the pledged assets. Upon an event of default, the lenders may be entitled to foreclose upon our assets pledged as collateral. Any of these events may cause material and adverse impact on our business operations and financial conditions. If we fail to effectively manage our inventory, our business, financial condition and results of operations may be materially and adversely affected. Our inventory primarily includes raw materials, work-in-progress and finished goods. As of December, 31, 2022, 2023, 2024 and as of April 30, 2025, we had inventories of RMB7,436.5 million, RMB7,836.8 million, RMB9,091.9 million and RMB9,651.4 million, respectively. Maintaining an optimal level of inventory is important for the success of our business. Our inventory turnover days amounted to 56.0 days, 57.7 days, 65.1 days and 69.4 days in 2022, 2023, 2024 and the four months ended April 30, 2025, respectively. We determine our level of inventory based on experience, number of orders from customers and assessment RISK FACTORS –8 0– --- page 91 --- of customer demand. We have implemented policies, under which we generally arrange production according to existing orders in order to maintain a relatively low level of inventory. Nevertheless, we cannot guarantee that such policies will continue to be extensive in managing our inventory risk. Meanwhile, we may be exposed to inventory obsolescence and inventory shortage risks as a result of a variety of factors beyond our control, including but not limited to, changes of customer needs and the inherent uncertainty of the success of product launches. Inventory levels in excess of demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would have an adverse effect on our profitability. We recognized inventory write-downs of RMB44.7 million, RMB99.5 million, RMB125.6 million, RMB29.9 million and RMB44.0 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively. Our inventory write-downs continued to increase during the Track Record Period, primarily due to fluctuations in the overall automotive market environment, which slowed the sales growth of certain models from our OEM clients, leading to reduced demand. In addition, if we underestimate the demand for our products and solutions, we may not be able to produce a sufficient number of products and solutions to meet such unanticipated demand, which could result in delays in the delivery of our products and solutions and harm our reputation. Any of the above may materially and adversely affect our business, financial condition and results of operations. As we plan to continue to expand our offerings, we may continue to face challenges in effectively managing our inventory. Any discontinuation, reduction or delay in payment of any government grants, tax refund or preferential tax treatments may have a material and adverse impact on our business, financial condition and results of operations. During the Track Record Period, we benefited from certain government grants. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, we recognized government grants and additional deduction for V A T of RMB121.2 million, RMB149.7 million, RMB224.4 million, RMB49.5 million and RMB73.6 million, respectively. In addition, we and some of our subsidiaries are entitled to preferential tax treatment. See “Financial Information — Description of Major Components of Our Consolidated Statements of Profit or Loss — Income Tax Expenses.” Preferential tax treatments granted to us by PRC governmental authorities and the governmental authorities in other jurisdictions are subject to review and may be adjusted or revoked at any time in the future. We cannot guarantee that the preferential tax treatments to which our we are currently entitled will be successfully renewed. We cannot guarantee that the local tax authorities will not, in the future, change their position and discontinue any of our current tax treatments. The discontinuation of any of our current tax treatments could materially increase our tax obligations and adversely impact our net profit. RISK FACTORS –8 1– --- page 92 --- If we fail to fulfill our obligations under our contracts with customers in respect of contract liabilities, our business, financial condition and results of operations may be materially and adversely affected. As of April 30, 2025, our contract liabilities were RMB706.1 million. Our contract liabilities represent advance payments from our customers while the underlying embedded products and solutions have yet to be provided. If we fail to fulfill our obligations under our contracts with customers, we may not be able to convert such contract liabilities into operating revenue, and our customers may also require us to refund the purchase price we have received, which may adversely affect our cash flows and liquidity condition, our ability to meet our working capital requirements, our business, financial condition and results of operations. In addition, if we fail to fulfill our obligations under our contracts with customers, our relationship with such customers may materially and adversely affected, which may also affect our business, financial condition and results of operations in the future. We operate the Employee Incentive Scheme which may lead to share-based payments that may affect our profitability and financial condition and dilute shareholders’ interest. We have adopted the Employee Incentive Scheme to provide incentives and rewards to eligible employees and Directors. We recorded equity-settled share-based transactions of RMB38.4 million, RMB33.9 million, RMB27.1 million, RMB5.8 million and RMB3.7 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively. Share-based payments are measured at the fair value of the equity instruments at the grant date. The fair value at the date of grant was valued by our Directors’ reference to valuation reports compiled by an independent qualified professional valuer. Any additional shares issued in the future to implement new employee share incentive plans may result in an increase in our issued share capital, which in turn may result in a dilution of our shareholders’ shareholding interest in our Company and a reduction in earnings per share. Therefore, any significant share-based payments may result in a material and adverse impact on our financial condition. We may need to raise additional capital from time to time to finance our business plan, which may not be available on acceptable terms, or at all. We may need additional capital in the future to fund our continued operations, and we may be unable to raise additional funds, whether through equity or debt financing, when needed on favorable terms or at all. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing shareholders, including investors in this offering, will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our shareholders’ rights. Any failure to raise capital as and when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies. RISK FACTORS –8 2– --- page 93 --- In addition, we may obtain bank loans with financial covenants that include certain restriction upon our operations, such as incurring additional debt, making capital expenditures or declaring dividends. Any failure by us to comply with or violate such covenants may constitute an event of default on our loans. Our default under any one of our loan agreements may result in a cross-default under other loan agreements. In such case, the lending banks may declare an event of default and demand immediate repayment of all outstanding loans and other sums payable under such loan agreements. If any one of these events were to occur, our ability to satisfy debt obligations, our business, financial condition and results of operations may be materially and adversely affected. Our interests in associates and joint venture may affect our investments accounted for under the equity method and our results of operations and financial condition. Our interests in associates and joint venture primarily relate to our equity investment in our associates and joint venture accounted for under the equity method. See “— Financial Information — Discussion of Selected Items from Our Consolidated Statements of Financial Position — Interests in Associates” and Note 14 to the Accountant’s Report in Appendix I to this prospectus. We recorded share of profits of equity-accounted investees, net of tax of RMB113.1 million, RMB151.6 million, RMB116.6 million, RMB33.8 million and share of losses of equity-accounted investees of RMB0.6 million, in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively. If the performance of the associates and joint venture deteriorates, the amount of our share of results of associates and joint venture may decrease, and we may record share of losses of interests in associates and joint venture, which may adversely affect our results of operations and financial condition. In addition, our interests in associates and joint venture are subject to liquidity risk. Our interests in associates and joint venture are not as liquid as other investment products. If no dividend is declared by the associates or joint venture we have investments in, even if profits are reported under the equity method, there is no cash flow until dividends from the associates or joint venture are received. The illiquidity nature of our interests in such associates and joint venture may significantly limit our ability to respond to adverse changes in the performance of such associates and joint venture, which may also adversely affect our results of operations and financial condition. RISK FACTORS –8 3– --- page 94 --- We may not be able to adequately protect our intellectual property rights, and our ability to compete could be harmed if our intellectual property rights are infringed by third parties. We cannot guarantee that we can prevent third parties from infringing upon our intellectual property rights. Unauthorized use of our intellectual property, unfair competition, defamation or other violations of our rights by our users, employees and/or third parties may harm our brand and reputation, and the expenses incurred in protecting our intellectual property rights may materially and adversely affect our business. We may, from time to time, be required to institute litigation, arbitration or other proceedings to enforce our intellectual property rights, which would likely be time-consuming and expensive to resolve and would divert our management’s time and attention regardless of its outcome, materially and adversely affecting our business, financial condition and results of operations. Our measures to enforce or defend our intellectual property rights may not always be successful. Preventing any unauthorized use of our intellectual properties is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our intellectual properties. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in protecting or enforcing our intellectual property rights may have a material and adverse effect on our business, financial condition, results of operations and results of operations. We may infringe intellectual property rights of third parties, which can lead us to time-consuming and costly intellectual property infringement claims. We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, patents, copyrights, know-how or other intellectual property rights held by third parties. We may also, from time to time in the future, be subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, patents, copyrights, know-how or other intellectual property rights that are infringed upon by our solutions, services or other aspects of our business without our knowledge. Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in the PRC or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert our management’s time and other resources from our business and operations to defend these claims, regardless of their merits. In addition, the application and interpretation of the laws relating to intellectual property, the procedures and the standards for granting trademarks, patents, copyrights, know-how or other intellectual property rights in certain of the jurisdictions we operate in are still evolving, and we cannot guarantee that the courts or regulatory authorities would agree with our analysis. If we were found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual properties, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business, financial condition, results of operations and prospects may be materially and adversely affected. RISK FACTORS –8 4– --- page 95 --- Failure to renew our leases or to comply with PRC property-related laws and regulations regarding certain of our leased properties could adversely affect our business. Our leased properties in China are mainly used for manufacturing, business, and office purposes. However, there can be no assurance that we would be able to renew the relevant lease agreements at reasonable cost, or at all; if we fail to do so, we may be compelled to relocate from the affected premises. Such relocation may result in additional expenses or business interruption, or we may not be able to find suitable alternatives in a timely manner, or at all, which could, in turn, have an adverse effect on our business, financial condition and results of operations. As of April 30, 2025, we had not completed lease registration for 11 properties in PRC leased by our Major Subsidiaries. As advised by our PRC Legal Advisor, failure to register such lease agreements as required by the relevant competent authorities will not affect the validity of such leases, but may subject us to a fine of RMB1,000 to RMB10,000 for each unregistered lease agreement. The estimated aggregate maximum penalty is RMB80,000 with respect to the unregistered lease of properties leased by our Major Subsidiaries. We may from time to time be subject to claims, disputes, lawsuits and other legal and administrative proceedings. We are susceptible to claims, controversies, fines and various legal and administrative proceedings; for example, those stemming from historical acquisitions may lead to legal assertions against us. Additionally, we may become involved in legal proceedings where our products or solutions are used in automotives, even when we are not the primary focus of such proceedings. Claims arising out of actual or alleged violations of law, breach of contract, torts or liability allocation with predecessor companies or other third parties could be asserted against us by customers, business partners, suppliers, competitors, employees or governmental entities in investigations and legal proceedings, and could take the form of either individual action or class action. In addition, the result of such legal and regulatory proceedings cannot be predicted with certainty, and ongoing or threatened litigation, legal or contractual disputes, investigations or administrative proceedings may divert our management’s attention and consume their time and our other resources, thereby disrupting our business operations and adversely impacting our financial conditions. For some matters, such as class actions, insurance may not be cost-effectively available. Regardless of the merit of the particular claim, legal and administrative proceedings may be expensive, time-consuming or disruptive to our operations and distracting to management. Such proceedings could also lead to adverse publicity and have a negative impact on our reputation and brand image. In recognition of these considerations, we may enter into agreements to settle litigation and resolve such disputes. We cannot guarantee that such agreements can be obtained on acceptable terms or that litigation will not occur. These agreements may also significantly increase our expenses. New legal or administrative proceedings and claims may arise in the future, which may cause us to incur defense costs, and our business, financial condition and results of operations could be materially and adversely affected. In addition, our Directors, management, shareholders and employees and their affiliates may from time to time be subject to litigation, regulatory RISK FACTORS –8 5– --- page 96 --- investigations, proceedings and/or negative publicity or otherwise face potential liability and expense in relation to commercial, labor, employment, securities or other matters, which could adversely affect our reputation and results of operations. See “Business — Legal Proceedings and Compliance.” Our employees and business partners may engage in intentional or negligent misconduct, or violate our internal policies and laws, which could impair the quality of our service, cause us to lose customers or subject us to liabilities. We risk compromising the quality of our products and solutions if our employees and business partners do not perform in accordance with our standards. We have internal policies and guidelines to monitor and ensure the products delivered to our customers are of satisfactory standard. In addition, we have adopted and strictly implemented a series of procedures designed to verify the integrity and qualifications of our employees before they are engaged, and of partners prior to any cooperation. Nevertheless, we cannot guarantee that our employees and business partners will not engage in any intentional or negligent misconduct. Furthermore, we may be exposed to the risks of fraud or other unlawful activities committed by our employees and business partners. Fraud or other unlawful activities by our employees and business partners may include making unauthorized misrepresentation to our customers, misappropriating third-party intellectual property and other proprietary rights, misusing sensitive customer information and engaging in bribery or other unlawful payments. In any such event, we could incur liability to our customers or any other third parties. Any claims could subject us to costly litigation and affect our business, financial condition and results of operations, and may distract the attention of our management regardless of whether the claims have merit. Any claims could result in complaints from our customers or other third parties, regulatory or legal liabilities or damages to our reputation. Our performance depends on favorable labor relations with our employees, and any deterioration in labor relations, shortage of labor or material increase in wages may have a material adverse effect on our business, financial condition and results of operations. Our success depends on our ability to hire, train, retain and motivate our employees. As of April 30, 2025, we had 47,630 full-time employees. See “Business — Employees.” We have not experienced any material work stoppages or strikes in the past. However, we cannot guarantee that any of such events will not arise in the future. If our employees engage in a strike or other work stoppage, we may experience significant operational disruption and/or accept higher labor costs, resulting in an adverse effect on our business, financial condition and results of operations. We regard favorable labor relations as a significant factor that can affect our performance. We have employees across our global network, and are subject to varied laws and regulations in different countries. We may, from time to time, be involved in labor disputes, experience labor shortage, face difficulties with localized management of employees, and may make adjustments including for example retrenchment plans to our labor force in line with our business needs. These challenges may lead to difficulties with implementing adjustments, RISK FACTORS –8 6– --- page 97 --- including for example, issues not resolved within a reasonable period of time after negotiations between parties. In addition, we may incur compensation and other costs that, if not sufficiently covered by insurance, we would need to bear at our own expense. As certain of our employees are represented by labor unions, any deterioration in our labor relations with employees or the labor union could cause labor disputes, which could result in the disruption of production and operations. There is no guarantee that we will always be able to maintain stable and quality labor force at favorable costs. Despite our efforts to provide a safe working environment to avoid occupational injuries, we may still face liability claims, negative publicity and interventions related to a workplace safety or employee injuries. Such incidents could result in a deterioration of our labor relations with employees and damage our reputations. Any deterioration in our labor relations could result in the disruption of production and operations, and may subject us to legal proceedings, as well as monetary and reputational damages. During the Track Record Period, we did not make adequate contributions to the social insurance and housing provident fund with respect to certain of our employees, as required by the relevant PRC laws and regulations, and our Company and certain of our subsidiaries engaged third-party human resource agencies to pay social insurance and housing provident funds for some of our employees. As a result, we may be required to make additional contributions to social insurance fund and/or housing provident fund and pay late payments and fines under PRC laws and regulations. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, the shortfall amount of social insurance and housing provident fund contributions is estimated to be RMB20.7 million, RMB24.8 million, RMB27.4 million, RMB8.7 million and RMB16.5 million, respectively. As of the Latest Practicable Date, we had not received order to settle the shortfall from the relevant regulatory authorities with respect to our social insurance and housing provident fund contributions. In view of the above, we believe the likelihood that we would be required by relevant authorities to pay any shortfall for social insurance and housing provident fund contribution or become subject to material administrative penalties by relevant authorities is remote. We cannot assure you that we will not be subject to any order to rectify this in the future, nor can we assure you that there are no, or will not be any, relevant employee complaints against us. Any such order may adversely affect our business, financial condition, results of operations. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, our total staff cost (including staff costs under cost of sales, selling and marketing expenses, administrative expenses and research and development costs) amounted to RMB8,778.0 million, RMB10,054.9 million, RMB10,596.5 million, RMB3,575.9 million and RMB3,843.1 million, respectively, representing 17.6%, 18.0%, 19.0%, 19.9% and 19.5% of our total revenue for the same years, respectively. In addition, labor costs in regions where we operate have been increasing in recent years and may potentially continue increasing. As such, we may have to increase our total compensation to attract and retain the experienced professionals required to achieve our business objectives. However, these increased costs might not be able to be passed onto customers by increasing our products and solutions’ selling prices in light of market competition. In such circumstances, our profit margin may decrease, which could have an adverse effect on our business, financial condition and results of operations. RISK FACTORS –8 7– --- page 98 --- Our transfer pricing arrangements may be subject to scrutiny by the relevant tax authorities in the countries and regions where we operate. Under the applicable laws and regulations in the jurisdictions in which we operate, arrangements and transactions among related parties may be subject to audit or challenge by the relevant tax authorities. During the Track Record Period, our operations covered 25 countries and regions. See “Business — Intra-group Transactions.” We could face material and adverse tax consequences if the relevant tax authorities determine that the certain intra-group transactions of us do not represent arm’s length negotiations and consequently adjust any of those entities’ income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, increase our tax liabilities. If we fail to rectify such incident within the limited timeframe required by the relevant tax authorities, the relevant tax authorities may impose late payment interest or surcharge and other penalties on us for any unpaid taxes. In addition, a transfer pricing arrangement may give rise to tax recoverable in certain jurisdictions as a result of tax adjustments. There is no assurance that we could successfully recover the tax recoverable from the relevant tax authorities. Our business, financial condition and results of operations may therefore be materially and adversely affected. We are subject to environmental, fire control and health and safety directives, laws and regulations. We are subject to a number of environmental, fire control and health and safety laws and regulations, including, but not limited to, the treatment and discharge of pollutants into the environment during our business operations. In addition, our production lines can only be put into operation after the relevant administrative authorities in charge of environmental protection, fire control and health and safety have examined and approved the relevant facilities in China or other jurisdictions. We may not be fully compliant with these requirements and may experience several isolated immaterial incidents, and we cannot guarantee that we will be able to comply with all regulations and obtain all the regulatory approvals required for our production in a timely manner, or at all. Delays or failures in obtaining all the requisite regulatory approvals of such facilities may affect our ability to develop, manufacture and commercialize our products and solutions in line with our plans. As requirements imposed by such laws and regulations may change and more stringent laws or regulations adopted, we may not be able to comply with, or accurately predict any potential substantial cost of complying with, these laws and regulations. If we fail to comply with relevant laws and regulations, we may be subject to rectification orders, substantial fines, potentially significant monetary damages, or production suspensions in our business operations. In addition, we cannot fully eliminate the risk of accidental contamination, biological or chemical hazards or personal injury at our facilities during the process of testing, developing and manufacturing our products. In the event of an accident involving a breach of any of these laws and regulations, we could be held liable for damages and clean-up costs which, to the extent not covered by existing insurance or indemnification, could harm our business, financial condition and results of operations. Other adverse effects could result from such liability, including reputational damage. RISK FACTORS –8 8– --- page 99 --- If we fail to maintain effective internal controls, our business, financial condition and results of operations could be materially and adversely affected. We have adopted and implemented comprehensive risk management policies in various aspects of our business operations, such as financial reporting, IT system, human resources and internal control management. However, due to the inherent limitations in the design and implementation of our risk management system, it may not be sufficiently effective in identifying, managing and preventing all risks if external circumstances change substantially or extraordinary events take place. Furthermore, our new business initiatives may give rise to additional risks that are currently unknown to us, despite our efforts to anticipate such issues. If our risk management system fails to detect potential risks in our business as intended or is otherwise exposed to weaknesses and deficiencies, our business, financial condition and results of operations could be materially and adversely affected. Our risk management also depends on effective implementation by our employees. We cannot guarantee that such implementation by our employees will always function as intended or such implementation will not involve any human errors, mistakes or intentional misconduct. If we fail to implement our policies and procedures in a timely manner or fail to identify risks that affect our business with sufficient time to plan for contingencies for such events, our business, financial condition and results of operations could be materially and adversely affected, particularly with respect to the maintenance of our relevant approvals and licenses granted by governments. In addition, our success depends on our ability to effectively utilize our standardized management system, information systems, resources and internal controls. As we continue to expand, we will need to modify and improve our financial and managerial controls, reporting systems and procedures and other internal controls and compliance procedures to meet our evolving business needs. If we are unable to improve our internal controls, systems and procedures, they may become ineffective and adversely affect our ability to manage our business and cause errors, information lapses or production breakdown that affect our business. If we are not successful in identifying and overcoming weaknesses in our internal controls, our business, financial condition and results of operations could be materially and adversely affected. Our business operates under various permits, licenses, approvals and/or qualifications and the loss of or failure to obtain or renew any or all of these permits, licenses, approvals and/or qualifications may materially and adversely affect our business, financial condition and results of operations. In accordance with the laws and regulations in the jurisdictions in which we operate, we are required to maintain various approvals, licenses, permits and certifications in order to operate our business. See “Business — Licenses, Approvals and Permits.” Complying with such laws and regulations may require substantial expense and may impose a significant burden, while any non-compliance may expose us to liability. Furthermore, with the introduction and enactment of new laws and regulations, as well as the refinement of interpretations and applications of existing ones, we cannot guarantee that we will always be able to maintain or obtain all requisite approvals, licenses, permits and certifications in a timely manner. RISK FACTORS –8 9– --- page 100 --- In addition, in the event that we are required to renew our certain existing licenses or permits or acquire new ones, whether as a result of the promulgation of new laws and regulations or otherwise, we cannot assure you that we will be able to meet the requisite conditions and requirements, or obtain all requisite approvals, licenses, permits and certifications in a timely manner. Furthermore, due to the evolving interpretation and implementation of existing laws and the adoption of additional laws and regulations, the licenses, permits, qualifications, registrations or filings we hold may be deemed insufficient by the competent government authorities. If we are unable to obtain, or experience material delays in obtaining, necessary government approvals, our operations may be substantially disrupted, and we may be subject to fines or penalties from local authorities, which could materially and adversely affect our business, financial condition and results of operations. China’s data protection legal framework, including the Cybersecurity Law, Data Security Law, and Personal Information Protection Law and relevant supporting regulations, is continuously evolving. The interpretation and implementation of these laws remain subject to regulatory uncertainty and it cannot be ruled out that we may face scenarios where data is deemed important and requires additional filing or reporting obligations. As of the date of this prospectus, we have not been notified by any governmental authority that we process any important data or are required to conduct governmental filings for such data. However, there is no assurance that future regulatory actions or interpretations will not impose new obligations on us. Should new laws, regulations, or interpretations come into effect, or we are notified or required to make any filing of important data processing, we will take all reasonable measures to ensure compliance, which may cause us to incur additional costs. Our insurance coverage may be inadequate to protect us from the liabilities we may incur or cover all of our potential costs. The insurance coverage for our products and solutions and business operations is limited. For example, we do not maintain insurance policies covering damages to our information technology systems. Any uninsured occurrence of business disruption, litigation or natural disaster, or significant damages to our uninsured equipment or facilities could have a material adverse effect on our business, financial condition and results of operations. If we were to incur substantial losses or liabilities due to fire, explosions, floods or other natural disasters, disruption in our network infrastructure, production facilities or business operations, or any material litigation, our business, financial condition and results of operations could be materially and adversely affected. Our current insurance coverage may not be sufficient to prevent us from suffering any loss and there can be no assurance that we will be able to successfully claim losses under our current insurance policy on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected. RISK FACTORS –9 0– --- page 101 --- Failure or disruption of our information technology systems may adversely affect our business, financial condition and results of operations. We have implemented various information technology systems to cover key areas of our operations. We rely on our information technology systems for the timely delivery of our products and solutions to customers. However, any failure or disruption in the operation of these systems or the loss of data due to such failure or disruption (including due to human error or sabotage) may affect our ability to plan, track, record and analyze work in progress and sales, process financial information, meet business objectives based on information technology initiatives such as product life cycle management, manage our creditors, debtors and hedging positions, manage payables and inventory or otherwise conduct our normal business operations, which may increase our costs and otherwise adversely affect our business, financial condition and results of operations. Furthermore, the unavailability of, or failure to retain, well-trained employees capable of constantly servicing our information technology systems may lead to inefficiency or disruption of information technology systems, thereby adversely affecting our ability to operate efficiently. We also intend to continually enhance use of information technology in our business and operations. Our information technology initiatives may not materialize in a timely manner or at all. In the event of our failure to achieve the desired benefits from our information technology initiatives, which can incur substantial cost and resources, our business, financial condition and results of operations may be materially and adversely affected. Security breaches and other disruptions of our systems, infrastructure, integrated software and related data, or those of third parties we partner with, could endanger the trust of our customers and materially and adversely affect our business, financial condition and results of operations. Our products and solutions contain complex information technology. We have designed, implemented, and tested security measures intended to prevent unauthorized access to these systems. See “Business — Data Privacy and Security.” However, our systems, infrastructure, integrated software and related data may be vulnerable to security breaches. Hackers may attempt in the future to gain unauthorized access to modify, alter, and use such systems to gain control of, or to change, the functionality, user interface and performance characteristics of vehicles incorporating our products and solutions, or to gain access to data stored in or generated by the vehicle. Unauthorized third parties may circumvent our security measures, misappropriate proprietary information and cause interruptions in our information technology systems. In addition, credential stuffing attacks, a cyberattack method in which attackers use lists of compromised user credentials to break into a system, are becoming increasingly common and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent. Any actual or perceived security breach that leads to leakage of our confidential RISK FACTORS –9 1– --- page 102 --- information, even though anonymized, could still interrupt our operations, temporarily or permanently disable our platform, result in fraudulent transfer of funds, damage our relationships with our customers and other business partners, and subject us to legal liabilities, regulatory sanctions, financial exposure and reputational damage, any of which may materially and adversely affect our business, financial condition and results of operations. Any future occurrence of force majeure events, natural disasters, wars or outbreaks of contagious diseases may materially and adversely affect our business, financial condition and results of operations. Any future occurrence of force majeure events, natural disasters, wars or outbreaks, epidemics or pandemics of contagious diseases, including COVID-19, monkeypox, avian influenza, severe acute respiratory syndrome, H1N1 influenza or Ebola virus, may materially and adversely affect our business, financial condition and results of operations. Outbreaks, epidemics or pandemics of contagious diseases could result in a widespread health crisis and restrict the level of business activities in affected areas, which may, in turn, materially and adversely affect our business, financial condition and results of operations. Moreover, there have been natural disasters such as earthquakes, floods and droughts in the past few years around the globe. Any future occurrence of severe natural disasters in the PRC or other jurisdictions where we operate may materially and adversely affect regional and global economy and therefore our business. We are also vulnerable to natural disasters, wars and other calamities because our production facilities, warehouses, stores and information systems are susceptible to damage or disruption from fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks, or similar events. Any of the foregoing events may give rise to interruptions, damage to our property, delays in production, breakdowns, system failures, technology platform failures, or internet failures, which could materially and adversely affect our business, financial condition and results of operations. RISKS RELATING TO DOING BUSINESS IN THE COUNTRIES WHERE WE OPERATE Changes in the economic, political or social conditions or government policies in the country where we operate could affect our business, financial condition and results of operations. Our business, financial condition and results of operations may be influenced by the general political, economic and social conditions in the country where we operate. Governments worldwide have implemented, and may continue to introduce, among others, various policies and measures to encourage the economic growth and guide the allocation of resources. The automotive industry in general is affected by macro-economic factors, including international, national, regional and local economic conditions, trade relationships, employment levels, consumer demand and discretionary spending. Any changes in these factors may have material and adverse effect on our business, financial condition and results of operations. RISK FACTORS –9 2– --- page 103 --- We may be subject to the approval, filing or other requirements of the CSRC or other PRC governmental authorities in connection with overseas offerings and future capital raising activities. As the PRC laws and regulations in relation to overseas issuance and listing of shares develop, we may be required to make filings with or report to CSRC or other PRC regulatory authorities for our future capital raising activities. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (‘) (the “ Filing Rules ”) and their implementation guidelines. The Filing Rules, which came into effect on March 31, 2023, mainly provide the scope of activities subject to the filing requirement, the entities subject to filing obligations, and the filing procedures. See “Regulatory Overview — Regulations on Securities and Overseas Listings.” We are required to file with the CSRC in accordance with the Filing Rules after our application for the offering is submitted, and there is uncertainty as to whether we will be able to complete the filing procedures or obtain approval for this offering in a timely manner or at all. If a domestic company fails to complete the filing procedure or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. In addition, such failure may restrict our ability to complete the proposed Listing and to finance the development of our business and may have a material and adverse effect on our business, financial condition and results of operations. On February 24, 2023, the CSRC, the MOF, the National Administration of State Secrets Protection of China, and the National Archives Administration of China published the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (̋੶ྤʫΆุྤ̮೯БᗇՎձ ‘) (the “ Archives Rules ”), which came into effect on March 31, 2023. The Archives Rules require that, in relation to the overseas securities offering and listing activities of domestic enterprises, either in direct or indirect form, such domestic enterprises, as well as securities companies and securities service institutions providing relevant securities services, are required to strictly comply with relevant requirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary measures to implement their confidentiality and archives management responsibilities. Any failure to comply with Archives Rules may materially and adversely affect our business, financial condition and results of operations. If the CSRC or other PRC regulatory authorities in the future promulgate new rules or explanations imposing further requirements that we obtain their approvals or complete the required filing or other regulatory procedures for this offering or future capital raising activities, there can be no assurance that we will be able to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any unforeseen situations or negative publicity regarding such approval, filing or other requirements could materially and adversely affect our business, financial condition, results of operations and the trading price of our Shares. RISK FACTORS –9 3– --- page 104 --- The CSRC or other PRC regulatory authorities also may take actions requiring us or making it advisable for us, to halt this offering or future capital raising activities before settlement and delivery of the Shares offered hereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. Y ou may experience difficulties in effecting service of legal process or enforcing foreign judgments against us and our Directors, Supervisors and management. We are a company incorporated under the laws of the PRC and some of our assets and subsidiaries are located in the PRC. The majority of our Directors, Supervisors and senior management resides within the PRC. The assets of these Directors, Supervisors and senior management also may be located within the PRC. The PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts of most other jurisdictions. As a result, recognition and enforcement in the PRC of judgments of a court in any of these jurisdictions outside the PRC may be difficult. As a result, it may be difficult and time-consuming to effect service of process upon our Directors, Supervisors and senior management outside the PRC. In addition, investors may also experience difficulties in seeking recognition and enforcing foreign judgments in the PRC if there is a lack of reciprocal recognition and enforcement of judicial rulings and awards of other jurisdictions. Furthermore, although we will be subject to the Listing Rules and the Takeovers Code upon the listing of our H Shares on the Stock Exchange, the holders of H Shares will not be able to bring actions on the basis of violations of the Listing Rules and must rely on the Stock Exchange to enforce its rules. Moreover, the Takeovers Code does not have the force of law and provides only standards of commercial conduct considered acceptable for takeover and merger transactions and share repurchases in Hong Kong. We are subject to the currency exchange regulatory system. As we operate our business globally, we are subject to risks associated with foreign currency exchange fluctuations. Similar to many other jurisdictions that have foreign exchange control, PRC government imposes supervision on the convertibility of RMB into foreign currencies. Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency, or otherwise satisfy our foreign currency denominated obligations. Under the existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval by complying with certain procedural requirements. However, approval from or registration with competent government authorities by complying with certain procedural requirements is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. However, the PRC government may restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our Shareholders and these limitations could affect our ability to obtain RISK FACTORS –9 4– --- page 105 --- foreign exchange through equity financing, or to obtain foreign exchange for capital expenditures. Further, we cannot guarantee that new regulations will not be promulgated by Chinese or foreign authorities in the future that would have the effect of further restricting the remittance of RMB into or out of China. We are a mainland China enterprise and we are subject to mainland China tax on our global income and any gains on the sales of H Shares and dividends on the H Shares may be subject to mainland China income taxes. Under the PRC EIT Law and its implementation rules, subject to any applicable tax treaty or similar arrangement between the mainland China and a non-mainland China investor’s jurisdiction of residence that provides for a different income tax arrangement, mainland China withholding tax at the rate of 10% is normally applicable to dividends from mainland China sources payable to investors that are non-mainland China resident enterprises, which do not have an establishment or place of business in mainland China, or which have an establishment or place of business in mainland China 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% mainland China income tax rate if such gains are regarded as income from sources within mainland China unless a treaty or similar arrangement provides otherwise. Under the PRC Individual Income Tax Law (‘) and its implementation rules, dividends from sources within mainland China paid to foreign individual investors who are not mainland China residents are generally subject to a mainland China withholding tax at a rate of 20% and gains from mainland China sources realized by such investors on the transfer of shares are generally subject to a 20% mainland China income tax rate, in each case, subject to any reduction or exemption set forth in applicable tax treaties and laws in mainland China. Pursuant to the Circular on Questions Concerning the Collection of Individual Income Tax Following the Repeal of Guo Shui Fa [1993] No. 045 (਷೼೯ [1993]045‘) (Guo Shui Han [2011] No. 348) (਷೼Ռ[2011]348 ໮) dated June 28, 2011, issued by the SA T, dividends paid to non-mainland China resident individual holders of H Shares are generally subject to individual income tax of mainland China at the withholding tax rate of 10%, depending on whether there are any applicable tax treaties between the PRC and the jurisdictions in which the non-mainland China resident individual holder of H Shares resides as well as the tax arrangement between mainland China and Hong Kong. Non-mainland China resident individual holders who reside in jurisdictions that have not entered into tax treaties with mainland China 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 (‘) issued by the MOF of mainland China 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 (ɛᔷᜫɪ RISK FACTORS –9 5– --- page 106 --- ‘) (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 (ࠢ ‘) (Cai Shui [2010] No. 70). On December 27, 2024, the MOF, the SA T and the CSRC jointly issued the Announcement on the Further Improvement of the Administration of Individual Income Tax on the Transfer of Restricted Shares of Listed Companies by Individuals (੻ ʮѓ‘), which was effective on the date of issuance, and any inconsistency with the Announcement shall be in accordance with the Announcement. The aforesaid provision has not expressly provided that individual income tax shall be collected from non-mainland China resident individuals on the sale of shares of mainland China resident enterprises listed on overseas stock exchanges. If mainland China income tax is imposed on gains realized from the transfer of our H Shares or on dividends paid to our non-mainland China 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 mainland China may not qualify for benefits under such tax treaties or arrangements. RISKS RELATING TO THE GLOBAL OFFERING We will be concurrently subject to listing and regulatory requirements of mainland China and Hong Kong. As we are listed on the Shanghai Stock Exchange and will be listed on the Main Board in Hong Kong, we will be required to comply with the listing rules (where applicable) and other regulatory regimes of both jurisdictions, unless an exemption is available, or a waiver has been obtained. Accordingly, we may incur additional costs and resources in continuously complying with all sets of listing rules in the two jurisdictions. The characteristics of the A share and H share markets may differ. Our A Shares are listed and traded on the Shanghai Stock Exchange. Following the Global Offering, our A Shares will continue to be traded on the Shanghai Stock Exchange and our H Shares will be traded on the Stock Exchange. Under current laws and regulations of mainland China, without the approval from the relevant regulatory authorities, our H Shares and A Shares are neither interchangeable nor fungible, and there is no trading or settlement between the H Share and A Share markets. With different trading characteristics, the H Share and A Share markets have divergent trading volumes, liquidity and investor bases, as well as different levels of retail and institutional investor participation. As a result, the trading performance of our H Shares and A Shares may not be comparable. Nonetheless, fluctuations in the price of our A Shares may adversely affect the price of our H Shares, and vice versa. Due to the different characteristics of the H Share and A Share markets, the historical prices of our A Shares may not be indicative of the performance of our H Shares. 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. RISK FACTORS –9 6– --- page 107 --- There has been no prior public market for our H Shares and the liquidity and market price of our H Shares may be volatile. There was no public market for our H Shares prior to the Global Offering. There can be no guarantee that a public market for our H Shares with adequate liquidity and trading volume will develop and be sustained following the completion of the Global Offering. In addition, the Offer Price of our H Shares is expected to be fixed by agreement between the Overall Coordinators (for themselves and on behalf of the Underwriters) and us, which may not be indicative of the market price of our H Shares following the completion of 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 may be materially and adversely affected. The liquidity, trading volume and market price of our H Shares following the Global Offering may be volatile, which could result in substantial losses to you. The trading price of our H Shares may be volatile and could fluctuate widely in response to factors beyond our control, including general market conditions of the securities markets in Hong Kong, Mainland China, the United States and elsewhere in the world. In particular, the performance and fluctuation of the market prices of other companies with business operations located mainly in Mainland China that have listed their securities in Hong Kong may affect the volatility in the price of and trading volumes for our H Shares. A number of Mainland China-based companies have listed their securities, and some are in the process of preparing for listing their securities, in Hong Kong. Some of these companies have experienced significant volatility, including significant price declines after their initial public offerings. The trading performances of the securities of these companies at the time of or after their offerings may affect the overall investor sentiment towards Mainland China-based companies listed in Hong Kong and consequently may impact the trading performance of our H Shares. These factors may significantly affect the market price and volatility of our H Shares, regardless of our actual operating performance. Future sales or perceived sales of substantial amounts of our H Shares in the public market could have a material and adverse effect on the price of our H Shares and our ability to raise additional capital in the future. The market price of our H Shares could decline as a result of future sales of a substantial number of our H Shares or other securities relating to our H Shares in the public market, or the issuance of new shares or other securities, or the perception that such sales or issuances may occur. Future sales, or anticipated sales, of substantial amounts of our securities, including any future offerings, could also materially and adversely affect our ability to raise capital at a specific time and on terms favorable to us. In addition, our Shareholders may experience dilution of their holdings if we issue more securities in the future. New shares or shares-linked securities issued by us may also confer rights and privileges that take priority over those conferred by the H Shares. RISK FACTORS –9 7– --- page 108 --- Our historical dividends may not be indicative of our future dividend policy, and there can be no assurance whether and when we will pay dividends in the future. Our historical dividends may not be indicative of our dividend policy in the future. We cannot guarantee when and in what form dividends will be paid on our Shares after the Global Offering. The declaration and distribution of dividends is at the complete discretion of the Board, and our ability to pay dividends or make other distributions to our Shareholders is subject to various factors, including our business and financial performance, capital and regulatory requirements and general business conditions. We may not be able to have sufficient or any profits to enable us to make dividend distributions to our Shareholders in the future, even if our financial statements indicate that our operations have been profitable. As a result of the above, we cannot guarantee that we will make/can make dividend payments on our Shares in the future. See “Financial Information — Dividends and Dividend Policy.” If we retain most, or all, of our available funds and any future earnings after the Global Offering to fund the development and commercialization of our pipeline products and solutions, we may not expect to pay any cash dividends in the foreseeable future. Therefore, you may not be able to rely on an investment in our Shares as a source for any future dividend income. Even if our Board decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future financial condition and cash flow, our capital requirements and surplus, the number of distributions (if any) received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our Board. Accordingly, the return on your investment in our Shares will likely depend entirely upon any future price appreciation of our Shares. There is no guarantee that our Shares will appreciate in value after the Global Offering or even maintain the price at which you purchased the Shares. Y ou may not realize a return on your investment in our Shares and you may even lose your entire investment in our Shares. Y ou will incur immediate and substantial dilution and may experience further dilution if we issue additional Shares in the future. The Offer Price of the Offer Shares is higher than the net tangible asset value per Share immediately prior to the Global Offering. Therefore, purchasers of the Offer Shares in the Global Offering will experience an immediate dilution in pro forma consolidated net tangible asset value. There can be no assurance that if we were to immediately liquidate after the Global Offering, any assets will be distributed to Shareholders after the creditors’ claims. To expand our business, we may consider offering and issuing additional Shares in the future. Purchasers of the Offer Shares may experience dilution in the net tangible asset value per Share of their Shares if we issue additional Shares in the future at a price which is lower than the net tangible asset value per Share at that time. RISK FACTORS –9 8– --- page 109 --- Investment decisions in our H Shares should not be based on any information released by us in connection with the listing of our A Shares on the Shanghai Stock Exchange, which were prepared based on regulatory requirements. As our A Shares are listed on the Shanghai Stock Exchange, we have been subject to periodic reporting and other information disclosure requirements in mainland China. As a result, from time to time, we publicly release information relating to us on the Shanghai Stock Exchange or other media outlets designated by the CSRC. However, the information announced by us in connection with our A Shares listing is based on regulatory requirements of the securities authorities, industry standards and market practices in mainland China, which are different from those applicable to the Global Offering. The presentation of financial and operational information for the Track Record Period disclosed on the Shanghai Stock Exchange or other media outlets may not be directly comparable to the financial and operational information contained in this document. As a result, prospective investors in our H Shares should be reminded that, in making their investment decisions as to whether to purchase our H Shares, they should rely only on the financial, operating and other information included in this document. 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 document and any formal announcements made by us in Hong Kong with respect to the Global Offering. Certain facts, forecasts and other statistics contained in this results of operations are derived from a third-party report and publicly available official sources. Certain facts, forecasts and statistics in this results of operations relating to the PRC and global economy and the industry in which we operate are obtained from official government publications or publicly available sources that we believe are reliable. However, we cannot guarantee the quality or reliability of these sources. Our Directors believe that the sources of the information are appropriate and have taken reasonable care in extracting and reproducing such information. They do not believe that such information is false or misleading or that any material fact has been omitted that would render such information false or misleading. The information from official government sources has not been independently verified by our Group, the Joint Sponsors or any other party involved in the Global Offering and no representation is given as to its accuracy or completeness. Due to possibly flawed or ineffective sampling or discrepancies between published information and market practice and other problems, the statistics in this results of operations relating to the PRC and the global economy and the industry in which we operate may be inaccurate or may not be comparable to statistics produced for other economies and should not be unduly relied upon. Moreover, these facts, forecasts and statistics involve risk and uncertainties and are subject to change based on various factors and should not be unduly relied upon. Y ou should consider how much weight or importance such facts or statistics carry and should not place undue reliance on them. RISK FACTORS –9 9– --- page 110 --- Y ou should read the entire results of operations carefully and we strongly caution you not to place any reliance on any information contained in press articles or other media regarding us or the Global Offering. Y ou are strongly advised to read the entire document carefully and are cautioned against placing any reliance on the information in any press article or any other media coverage which contains information not disclosed or not consistent with the information included in our results of operations. Prior to the completion of the Global Offering, there may be press and media coverage regarding our Group and the Global Offering. Our Directors would like to emphasize to prospective investors that we do not accept any responsibility for the accuracy or completeness of such information, and such information is not sourced from or authorized by our Directors or our management team. Our Directors make no representation as to the appropriateness, accuracy, completeness and reliability of any information or the fairness or appropriateness of any forecast, view or opinion expressed by the press or other media regarding our Group or our H Shares. In making decisions as to whether to invest in our H Shares, prospective investors should rely only on the financial, operational and other information included in our results of operations. Forward-looking statements contained in this document are subject to risks and uncertainties. This document contains forward-looking statements with respect to our business strategies, operating efficiencies, competitive positions, growth opportunities for existing operations, plans and objectives of management, certain pro forma information and other matters. The words “aim”, “anticipate”, “believe”, “could”, “predict”, “potential”, “continue”, “expect”, “intend”, “may”, “might”, “plan”, “seek”, “will”, “would”, “should” and the negative of these terms and other similar expressions identify a number of these forward-looking statements. These forward-looking statements, including, amongst others, those relating to our future business prospects, capital expenditure, cash flows, working capital, liquidity and capital resources are necessarily estimates reflecting the best judgment of our Directors and management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors, including those set out in this section. Accordingly, such statements are not a guarantee of future performance and investors should not place undue reliance. RISK FACTORS – 100 – --- page 111 --- In preparation of the Global Offering, we have sought the following waivers from strict compliance with certain provisions of the Listing Rules and exemption from the Companies (Winding Up and Miscellaneous Provisions) Ordinance. W AIVER IN RELATION TO MANAGEMENT PRESENCE IN HONG KONG Pursuant to Rule 8.12 of the Listing Rules, our Company must have a sufficient management presence in Hong Kong, which normally means that at least two 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. Given that (i) our headquarters is based in the PRC; (ii) the substantial portion of the business operations of our Group are managed and conducted outside Hong Kong; and (iii) our executive Directors and senior management principally reside in the PRC where our Group is headquartered, we do not have, and do not contemplate in the foreseeable future that we will have sufficient management presence in Hong Kong for the sole purpose of satisfying the requirement under Rule 8.12 of the Listing Rules. Therefore, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from strict compliance with Rules 8.12 and 19A.15 of the Listing Rules subject to the following conditions: (a) we have appointed Ms. LI Junyu (᲎) and Ms. YE Jiahong (ߎa so u r authorized representatives (the “ Authorized Representatives ”) pursuant to Rule 3.05 of the Listing Rules, who will act as our principal channel of communication with the Stock Exchange. The Authorized Representatives will be readily contactable by phone and email to deal promptly with enquiries from the Stock Exchange, and will also be available to meet with the Stock Exchange to discuss any matters within a reasonable period of time upon request of the Stock Exchange; (b) to facilitate communication with the Stock Exchange, we have provided the Authorized Representatives and the Stock Exchange with the contact details of our Directors (i.e. mobile phone number, office phone number and email address (as applicable)). In the event that any of our Director expects to travel or otherwise be out of office, he or she will provide the phone number of the place of his/her accommodation to the Authorized Representatives, so that the Authorized Representatives would be able to contact all our Directors (including the independent non-executive Directors) promptly at all times if and when the Stock Exchange wishes to contact our Directors. To the best of our knowledge and information, 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 after requested by the Stock Exchange; and W AIVERS AND EXEMPTION – 101 – --- page 112 --- (c) we have appointed Somerley Capital Limited as our compliance advisor (the “Compliance Advisor ”) in compliance with Rule 3A.19 of the Listing Rules. The Compliance Advisor will, among other things and in addition to the Authorized Representatives, provide us with professional advice on continuing obligations under the Listing Rules and act as additional channel of communication of our Company with the Stock Exchange during the period from the Listing Date to the date on which our Company complies with Rule 13.46 of the Listing Rules in respect of our financial results for the first full financial year immediately after the Listing. The Compliance Advisor will be available to answer enquiries from the Stock Exchange and will act as an additional channel of communication with the Stock Exchange when the Authorized Representatives are not available. W AIVER IN RELATION TO JOINT COMPANY SECRETARIES Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary who, by virtue of his/her academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of the company secretary. Note 1 to Rule 3.28 of the Listing Rules provides that the Stock Exchange considers the following academic or professional qualifications to be acceptable: (a) a member of The Hong Kong Chartered Governance Institute; (b) a solicitor or barrister (as defined in the Legal Practitioners Ordinance (Chapter 159 of the Laws of Hong Kong)); and (c) a certified public accountant (as defined in the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong)). In addition, Note 2 to Rule 3.28 of the Listing Rules provides that the Stock Exchange considers the following factors in assessing the “relevant experience” of the individual: (a) length of employment with the issuer and other issuers and the roles he/she played; (b) familiarity with the Listing Rules and other relevant laws and regulations including the Securities and Futures Ordinance, Companies Ordinance, 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. W AIVERS AND EXEMPTION – 102 – --- page 113 --- We have appointed Mr. Y u Chaohui (ಃሾ) as one of our joint company secretaries. Mr. Y u Chaohui joined the Group in May 2012 and currently holds the position of Board secretary of the Company. Mr. Y u Chaohui is responsible for information disclosure, investor relation and other Board-related matters of our Company. We believe that it would be in the best interests of our Company and the corporate governance of our Group to have Mr. Y u Chaohui, who is a member of the senior management of our Company and is familiar with our Group’s internal operation and management and has substantial experience in board and corporate management matters, to act as our joint company secretary. Mr. Y u Chaohui presently does not possess any of the qualifications under Rules 3.28 and 8.17 of the Listing Rules and may not be able to solely fulfill the requirements of the Listing Rules. Therefore, we have appointed Ms. Y e Jiahong (ߎan associate member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom, who fully meets the requirements stipulated under Rule 3.28 and 8.17 of the Listing Rules to act as one of our joint company secretaries. Ms. Y e Jiahong will assist Mr. Y u Chaohui for an initial period of three years from the Listing Date, enabling Mr. Y u Chaohui to acquire the “relevant experience” under Note 2 to Rule 3.28 of the Listing Rules so as to fully comply with the requirements set forth under Rules 3.28 and 8.17 of the Listing Rules. See “Directors, Supervisors and Senior Management” in this prospectus for further biographical details of Mr. Y u Chaohui and Ms. Y e Jiahong. The following arrangements have been, or will be, put in place to assist Mr. Y u Chaohui in acquiring the qualifications and experience as the company secretary of our Company required under Rule 3.28 of the Listing Rules: (a) Mr. Y u Chaohui will endeavor to attend relevant training courses that would enhance his understanding of the Listing Rules and the duties of a company secretary of an issuer listed on the Stock Exchange. (b) Both Mr. Y u Chaohui and Ms. Y e Jiahong have confirmed that each of them will comply with the annual professional training requirement under Rule 3.29 of the Listing Rules. (c) Ms. Y e Jiahong will assist Mr. Y u Chaohui to enable him to acquire the relevant experience (as required under Rule 3.28 of the Listing Rules) to discharge the duties and responsibilities as the company secretary of our Company. (d) Ms. Y e Jiahong will communicate regularly with Mr. Y u Chaohui on matters relating to corporate governance, the Listing Rules and any other laws and regulations which are relevant to our Company and its affairs. Ms. Y e Jiahong will work closely with Mr. Y u Chaohui to jointly discharge the duties and responsibilities as a company secretary, including organizing our Company’s Board meetings and Shareholders’ meetings. (e) Prior to the expiry of Mr. Y u Chaohui’s initial term of appointment as the company secretary of our Company, we will re-evaluate his experience to determine if he has acquired the qualifications required under Rules 3.28 of the Listing Rules, and whether on-going assistance should be arranged so that Mr. Y u Chaohui’s appointment as the company secretary of our Company continues to satisfy the requirements under Rules 3.28 and 8.17 of the Listing Rules. W AIVERS AND EXEMPTION – 103 – --- page 114 --- (f) The Company has appointed Somerley Capital Limited as its Compliance Advisor pursuant to Rule 3A.19 of the Listing Rules which will act as the additional communication channel with the Stock Exchange (for a period commencing on the Listing Date and ending on the date on which the Company complies with Rule 13.46 of the Listing Rules in respect of its financial results for the first full financial year immediately after the Listing Date, or until the engagement is terminated, whichever is earlier) and provide professional guidance and advice to the Company (including Mr. Y u Chaohui) as to the compliance with the Listing Rules and all other applicable laws and regulations. Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from strict compliance with Rules 3.28 and 8.17 of the Listing Rules. Such waiver will be revoked immediately if and when (i) Mr. Y u Chaohui is no longer assisted by a person with qualifications under Rules 3.28 and 8.17 of the Listing Rules, or (ii) if there are material breaches of the Listing Rules by our Company. Before the end of the three-year period, we shall demonstrate to the Stock Exchange’s satisfaction and seek its confirmation that Mr. Y u Chaohui, having had the benefit of Ms. Y e Jiahong’s assistance during the three-year period, has attained the relevant experience under Note 2 to Rule 3.28 of the Listing Rules and is capable of discharging the functions of company secretary so that a further waiver would not be necessary. W AIVER AND EXEMPTION IN RESPECT OF PARTICULARS OF INFORMATION OF OUR SUBSIDIARIES Paragraph 26 of Appendix D1A to the Listing Rules requires this prospectus to include the particulars of any alterations in the capital of any member of our Group within the two years immediately preceding the issue of this prospectus. Paragraph 29(1) of Appendix D1A to the Listing Rules and paragraph 29 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance require this prospectus to include, information in relation to the name, date and place of incorporation, the general nature of the business, the issued capital and the proportion thereof held or intended to be held, of every company, whether public or private, (a) the whole of the capital of which or a substantial proportion thereof is held or intended to be held by our Company, or (b) whose profits or assets make, or will make a material contribution to the figures in the Accountants’ Report or to our Company’s next financial statements. As of the Latest Practicable Date, we have over 100 subsidiaries globally. It would be unduly burdensome for us to disclose the required information in respect of all of our subsidiaries as our Company would have to incur additional costs and devote additional resources in compiling and verifying the relevant information for such disclosure, which would not be material nor meaningful to investors. The non-disclosure of such information will not prejudice the interests of our Shareholders or the investing public. W AIVERS AND EXEMPTION – 104 – --- page 115 --- We have identified 22 subsidiaries (collectively, the “ Major Subsidiaries ” and each a “Major Subsidiary ”) that we consider are material to our operations and/or contributed significantly to our financial performance during the Track Record Period. See “History, Development and Corporate Structure — Our Major Subsidiaries.” By way of illustration and based on unaudited management accounts, after intercompany eliminations, (i) as of December 31, 2022, 2023, 2024 and April 30, 2025, the aggregate assets of the Company and its Major Subsidiaries represent approximately 75%, 76%, 72% and 75% of our total assets (excluding goodwill), respectively; (ii) for each of the financial years ended December 31, 2022, 2023, 2024 and four months ended April 30, 2025, the aggregate revenue of the Company and its Major Subsidiaries represents approximately 82%, 82%, 82% and 78% of our total revenue, respectively; and (iii) the aggregate profit before tax of the Company and its Major Subsidiaries represent approximately 227%, 92%, 81% and 104% of our total profit before tax for each of the financial years ended December 31, 2022, 2023, 2024 and four months ended April 30, 2025, respectively. Due to our relatively lower profit in 2022 as a results of the global economics downturn during the COVID-19 pandemic, the corresponding percentage of profit from our subsidiaries may not fairly reflect their overall materiality to our Group. Therefore, when identifying the Major Subsidiaries based on the 2022 financial performance, we mainly focus on the revenue and assets contribution of the subsidiaries and their business substance. Moreover, certain holding companies, which hold equity investments and intellectual properties, are excluded as they are investment holding platforms without substantial business activities and the relevant major operating subsidiaries held by it are already included as the Major Subsidiaries. The Directors consider that the above approach provided a more balanced assessment of our subsidiaries’ materiality to our Group as a whole. Also, the disclosure of the required information in respect of our Company and the Major Subsidiaries in this prospectus already provides sufficient information that is reasonably necessary to enable potential investors to make an informed assessment of the activities or financial position of our Group. Save for the above, after intercompany eliminations and based on unaudited management accounts, none of our non-Major Subsidiaries, on a standalone basis, recorded a revenue, profit before tax, total assets or net assets exceeding 5% of the revenue, profit before tax, total assets or net assets of our Group during the Track Record Period; and none of the non-Major Subsidiaries is individually material to us in terms of its contribution to our Group’s total assets, net assets, total revenue or total profit before tax, or holds any assets (save for equity investments of the Group), intellectual property rights, proprietary technologies or licenses which are material to our Group. Accordingly, the remaining subsidiaries which are not Major Subsidiaries in our Group are relatively insignificant to the overall results of our Group. We have disclosed within two years immediately preceding the date of this prospectus the particulars of the changes in the share capital of our Company and the Major Subsidiaries in “Statutory and General Information — Further Information About Our Company and Our Subsidiaries — Changes in Share Capital of Our Company” and “Statutory and General Information — Further Information About Our Company and Our Subsidiaries — Changes in the Share Capital of Our Major Subsidiaries” in Appendix VI to this prospectus. W AIVERS AND EXEMPTION – 105 – --- page 116 --- We have applied for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements under paragraphs 26 and 29(1) of Appendix D1A to the Listing Rules, in respect of disclosing (i) the particulars of any alteration in the capital of any member of our Group within the two years immediately preceding the issue of this prospectus and (ii) information in relation to the name, date and place of incorporation, public or private status, the general nature of business, the issued capital and the proportion thereof held or intended to be held of our subsidiaries which are not Major Subsidiaries. We have applied for, and the SFC has granted us, a certificate of exemption from strict compliance with the requirements under paragraph 29 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance in respect of disclosing the information of our subsidiaries which are not Major Subsidiaries as required under paragraph 29 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The exemption is granted by the SFC on the conditions that: (i) the particulars of the exemption are disclosed in this prospectus; and (ii) this prospectus is issued on or before October 28, 2025. W AIVER IN RELATION TO NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS We have entered into and are expected to continue with certain transactions after the Listing which will constitute non-exempt continuing connected transactions under Chapter 14A of Listing Rules. We have applied for, and the Stock Exchange has granted us, waivers from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in the section headed “Connected Transactions — Non-Exempt Continuing Connected Transactions (Subject to Reporting, Annual Review and Announcement Requirements).” W AIVER IN RELATION TO ALLOCATION OF H SHARES TO EXISTING MINORITY SHAREHOLDERS AND THEIR CLOSE ASSOCIATES Rule 10.04 of the Listing Rules requires that a person who is an existing shareholder of a listing applicant may only subscribe for or purchase any securities for which listing is sought that are being marketed by or on behalf of a listing applicant either in his/her/its own name or through nominees if the conditions in Rule 10.03 of the Listing Rules are fulfilled, namely that (i) no securities are to be offered to the existing shareholders on a preferential basis and no preferential treatment is given to them in the allocation of the securities; and (ii) the minimum prescribed percentage of public shareholders required by Rule 19A.13A of the Listing Rules is achieved. Paragraph 5(2) of Appendix F1 to the Listing Rules states that, without the prior written consent of the Stock Exchange, no allocations will be permitted to be made to directors or existing shareholders of a listing applicant or their close associates, unless the conditions set out in Rules 10.03 and 10.04 are fulfilled. W AIVERS AND EXEMPTION – 106 – --- page 117 --- Chapter 4.15 of the Guide provides that the Stock Exchange will consider granting a waiver from Rule 10.04 of the Listing Rules and a consent, pursuant to paragraph 5(2) of Appendix F1 to the Listing Rules, to allow a listing applicant’s existing shareholders or their close associates to participate in its initial public offering if any actual or perceived preferential treatment arising from their ability to influence the listing applicant during the allocation process can be addressed. Prior to the Listing, our share capital comprises entirely A Shares listed on the Shanghai Stock Exchange. As a company listed on the Shanghai Stock Exchange with its A Shares publicly traded thereon and with a large public A Shares shareholder base, it would be unduly burdensome for us to seek the prior consent of the Stock Exchange for each of our minority existing Shareholders or their close associates who subscribe for the H Shares in the Global Offering. We have applied for, and the Stock Exchange has granted, a waiver from strict compliance with Rule 10.04 of, and a consent under paragraph 1C(2) of Appendix F1 to the Listing Rules to permit H Shares in the International Offering to be placed to certain existing minority Shareholders who (i) hold less than 5% of the voting rights in our Company prior to the completion of the Global Offering and (ii) are not and will not become (upon the completion of the Global Offering) core connected persons of our Company or the close associates of any such core connected person (together, the “ Permitted Existing Shareholder ”), on the following conditions: (a) each Permitted Existing Shareholder to whom our Company may allocate the H Shares under the International Offering holds less than 5% of the voting rights in our Company prior to the completion of the Global Offering; (b) each Permitted Existing Shareholder is not, and will not be, a core connected person of our Company or any close associate of any such core connected person immediately prior to or following the Global Offering; (c) none of the Permitted Existing Shareholders has the power to appoint any Directors nor have any other special rights in our Company; (d) allocation to the Permitted Existing Shareholders and their close associates will not affect our Company’s ability to satisfy the public float requirement under Rule 19A.13A(2) of the Listing Rules; W AIVERS AND EXEMPTION – 107 – --- page 118 --- (e) to the best knowledge and belief of our Company, 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: a. in case of participation as cornerstone investors, no preferential treatment has been, nor will be, given to the Permitted Existing Shareholders and/or their close associates by virtue of their relationship with our Company, other than the preferential treatment of assured entitlement under a cornerstone investment following the principles set out in Chapter 4.15 of the Guide, and the cornerstone investment agreements entered into between the Permitted Existing Shareholder and/or their close associates do not contain any material terms which are more favorable to the Permitted Existing Shareholders and/or their close associates than those in other cornerstone investment agreements; or b. in case of participation as placees, no preferential treatment will be given to the Permitted Existing Shareholders and/or their close associates in the allocation process by virtue of their relationship with our Company; (f) in the case of participation as placees, the Overall Coordinators will confirm to the Stock Exchange that, to the best of their knowledge and belief, no preferential treatment has been, nor will be, given to any of the Permitted Existing Shareholders or their close associates by virtue of their relationship with our Company in any allocation in the International Offering; and (g) the Joint Sponsors will confirm to the Stock Exchange that based on (a) their discussions with our Company and the Overall Coordinators; and (b) the confirmations provided to the Stock Exchange by our Company and the Overall Coordinators (confirmations (e) and (f) mentioned above), and to the best of their knowledge and belief, they have no reason to believe that the Permitted Existing Shareholders and/or their close associates received any preferential treatment in the allocation process either as cornerstone investors or as placees by virtue of their relationship with our Company, other than, in the case of participation as cornerstone investors, the 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 Permitted Existing Shareholders and/or their close associates holding more than 1% of the issued share capital of the Company immediately prior to the completion of the Global Offering will be disclosed in this prospectus (for cornerstone investors) and allotment results announcement (for both cornerstone investors and placees) of our Company. W AIVERS AND EXEMPTION – 108 – --- page 119 --- W AIVER IN RELATION TO EQUITY INTEREST ACQUIRED AFTER THE TRACK RECORD PERIOD Pursuant to Rules 4.04(2) and 4.04(4)(a) of the Listing Rules, a new listing applicant is required to include in its accountants’ report in the listing document the results and balance sheets of any subsidiary or business acquired, agreed to be acquired or proposed to be acquired since the date to which the latest audited financial statements of the listing applicant have been made up in respect of each of the three financial years immediately preceding the issue of the listing document, or since the incorporation of such subsidiary or the commencement of such business if this occurred less than three years prior to such issue, or such shorter period as may be acceptable to the Stock Exchange. Pursuant to Rule 4.02A of the Listing Rules, acquisition of business includes acquisition of associates and any equity interest in another company. Pursuant to Note 4 to Rule 4.04 of the Listing Rules, the Stock Exchange may consider granting a waiver of the requirements under Rules 4.04(2) and 4.04(4) on a case-by-case basis, and having regard to all relevant facts and circumstances and subject to certain conditions set out thereunder. In March 2025, we have invested in a company that primarily engages in design, research, development and sales of high-level smart driving in-vehicle chips and robotics-related smart chips (the “ Target Company ”) and held 1.96% of the total share capital in the Target Company upon completion of the abovementioned investment. After the Track Record Period, our Group proposes to further invest approximately RMB150.0 million in the Target Company by subscribing for its increased registered share capital (the “ Investment ”). Subject to commercial negotiations and without taking into account the potential dilution effect from any additional financing activities that the Target Company may undertake recently, it is anticipated that the Investment would represent approximately 2.0% of the enlarged share capital in the Target Company. The consideration was determined on an arm’s length basis with reference to the historical performance and future development prospects of the Target Company and the fair market value of comparable companies agreed by the parties. The consideration will be fully paid by our Group using our own source of funds. The Target Company was established in the PRC in December 2023, and is at the initial stage of its development. It recorded nil revenue, a loss before tax of RMB0.2 billion and a net loss of RMB0.2 billion for the year ended December 31, 2024, and total assets of RMB0.6 billion and book value of assets of RMB0.5 billion as of December 31, 2024, based on its unaudited management accounts. Our Directors believe that the Investment will enhance our strategic positioning in the advanced technology sectors of intelligent driving, and facilitate the incubation and securing of projects in these segments for the Company at the early stage. To the best knowledge of our Directors, as of the Latest Practicable Date, each of the Target Company and its ultimate beneficial owners was an Independent Third Party. W AIVERS AND EXEMPTION – 109 – --- page 120 --- We have applied for, and the Stock Exchange has granted, a waiver from strict compliance with Rules 4.04(2) and 4.04(4)(a) of the Listing Rules in relation to the preparation of financial statements in respect of the Investment on the following grounds: 1. Immateriality of the Investment. Based on the financial information of the Target Company available to our Company, all the applicable size test percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in relation to the Investment referenced against the financials of our Company in the most recent financial year of the Track Record Period are less than 5%. Accordingly, the Directors believe that (i) the Investment is immaterial when compared to the scale of our Group’s operations as a whole; (ii) the Investment has not resulted in any significant change to the financial position of our Group since April 30, 2024; and (iii) all information that is reasonably necessary for the potential investors to make an informed assessment of the activities or financial position of our Group has been included in the prospectus. As such, a waiver from compliance with the requirements under Rules 4.04(2) and 4.04(4)(a) of the Listing Rules would not prejudice the interests of the investing public. 2. Unavailability of information. We only hold a minority interest in the Target Company, and we do not have full access to the relevant financial records of the Target Company for purposes of audit by our reporting accountant and disclosure in this prospectus. Additionally, given that our Group is neither able to exercise any control nor has any significant influence over the Target Company, we would not be able to compel or request its cooperation in our audit works. As such, we believe that it would be impractical for the Company to prepare and disclose the audited historical financial information of the Target Company in this prospectus in accordance with Rules 4.04(2) and 4.04(4)(a) of the Listing Rules. 3. Alternative disclosure available. Our Company has provided in this prospectus alternative information regarding the Investment which includes: (i) description of the principal business activities of the Target Company and its historical financial information based on its unaudited management accounts and available to our Company; (ii) confirmation on independence of the relevant ultimate beneficial owners of the Target Company; (iii) the status of the Investment; (iv) the consideration of the Investment, how the consideration will be satisfied and the basis upon which the consideration was determined; and W AIVERS AND EXEMPTION –1 1 0– --- page 121 --- (v) the reasons for the Investment and the benefits which are expected to accrue to our Group as a result of the Investment. We have however excluded disclosure on the name of the Target Company in connection with the Investment because the relevant agreement entered or to be entered into by our Group in respect of the Investment imposed confidentiality obligations on us and we do not have consent from the other parties to the agreement for such disclosure. Moreover, it is commercially sensitive to disclose the identities of the Target Company as such information may enable our competitors to anticipate our investment strategy. Since all the relevant percentage ratios of the Investment are less than 5% by reference to the most recent financial year of our Track Record Period, the current disclosure is adequate for potential investors to form an informed assessment 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 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 this 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 Shanghai 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 Shanghai Stock Exchange; (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 this prospectus, respectively. Disclosure of a maximum offer price complies with the requirements prescribed under paragraphs 9 and 10(b) of Part I of 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 W AIVERS AND EXEMPTION – 111 – --- page 122 --- (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 this 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 Shanghai 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 investor to access the latest market price of the Company’s A Shares. See “Structure of the Global Offering — Pricing and Allocation” in this prospectus for the historical prices of our A Shares and trading volume on the Shanghai Stock Exchange. CONSENT IN RESPECT OF THE PROPOSED SUBSCRIPTION OF OFFER SHARES BY CONNECTED CLIENTS Paragraph 1C(1) of Appendix F1 to the Listing Rules provides that no allocations will be permitted to “connected clients” of the overall coordinator(s), any syndicate member(s) (other than the overall coordinator(s)) or any distributor(s) (other than syndicate member(s)) (collectively, the “ Distributors ”, and each a “Distributor ”), without the prior written consent of the Stock Exchange. Paragraph 1B of the Appendix F1 to the Listing Rules states that “connected client” in relation to an exchange participant means any client which is a member of the same group of companies as such exchange participant. As further described in the section headed “Cornerstone Investors” in this prospectus, PSBC Wealth Management Co., Ltd. (ப΂ʮ̡)( “ PSBC Wealth ”) has entered into a cornerstone investment agreement with the Company, the Joint Sponsors and the Overall Coordinators to subscribe for the Offer Shares, pursuant to which PSBC Wealth proposes to subscribe for the Offer Shares as a cornerstone investor in the Global Offering through GF Securities Asset Management (Guangdong) Co., Ltd. ( ᄿ೯ᗇՎ༟ପ၍ଣ(؇)ʮ̡) (“GF Securities AM ”), an asset manager that is a qualified domestic institutional investor (“QDII ”) as approved by the relevant PRC authority. GF Securities AM is a direct wholly-owned subsidiary of GF Securities Co., Ltd. (stock code: 1776) (“ GF Securities ”). GF W AIVERS AND EXEMPTION –1 1 2– --- page 123 --- Securities (Hong Kong) Brokerage Limited (“ GF Securities HK ”), one of the Overall Coordinators, Capital Market Intermediaries, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers, is an indirect wholly-owned subsidiary of GF Securities. Therefore, GF Securities AM and GF Securities HK are members of the same group of companies. Accordingly, GF Securities AM is considered as a “connected client” of GF Securities HK pursuant to paragraph 1B of the Appendix F1 to the Listing Rules. We have applied for, and the Stock Exchange has granted, a consent under paragraph 5(1) of Appendix F1 to the Listing Rules to permit PSBC Wealth, through GF Securities AM, its QDII, to participate in the Global Offering as a Cornerstone Investor on the following basis and conditions as set out in Paragraph 4 of Chapter 4.15 of the Guide for New Listing Applicants: (a) any Offer Shares to be allocated to PSBC Wealth will be held by GF Securities AM on behalf of PSBC Wealth; (b) GF Securities HK has not participated, and will not participate, in the decision- making process or relevant discussions among the Company, the Underwriters and the Overall Coordinators as to whether Offer Shares will be allocated to PSBC Wealth; (c) no preferential treatment has been, nor will be, given to PSBC Wealth and GF Securities AM by virtue of the relationship between GF Securities AM and GF Securities HK in any allocation of Offer Shares in the International Offering other than the assured entitlement under the relevant cornerstone investment agreements following the principles set out in Chapter 4.15 of the Guide for New Listing Applicants that the cornerstone investment agreements of PSBC Wealth do not contain any material terms which are more favorable to them than those in the other cornerstone investment agreements; (d) PSBC Wealth, confirms that to the best of its knowledge and belief, it has not received and will not receive any preferential treatment in the Global Offering allocation as a cornerstone investor by virtue of the relationship between GF Securities AM and GF Securities HK, other than the preferential treatment of assured entitlement under the cornerstone investments; (e) each of the Company, the Overall Coordinators, PSBC Wealth, GF Securities AM and GF Securities HK has provided the Stock Exchange with written confirmations in accordance with Chapter 4.15 of the Guide for New Listing Applicants; and (f) details of the cornerstone investments and details of the allocations will be disclosed in this prospectus and the allotment results announcement of our Company. For further information about the relevant cornerstone investments, please refer to the section headed “Cornerstone Investors” in this prospectus. W AIVERS AND EXEMPTION –1 1 3– --- page 124 --- DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS This prospectus, for which our Directors (including any proposed director who is named as such in this prospectus) collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) for the purpose of giving information to the public with regard to the Group. Our Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this prospectus misleading. CSRC FILING The CSRC issued notice of filing on September 29, 2025 for the Global Offering and for the submission of the application to list our H Shares on the Hong Kong Stock Exchange. In granting its notice of filing, the CSRC accepts no responsibility for our financial soundness, nor for the accuracy of any of the statements made or opinions expressed in this prospectus. INFORMATION ON THE GLOBAL OFFERING This prospectus is published solely in connection with the Hong Kong Public Offering. For applications under the Hong Kong Public Offering, this prospectus contains the terms and conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong Public Offering of initially 15,510,000 Offer Shares and the International Offering of initially 139,590,000 Offer Shares (subject, in each, to reallocation and the Offer Size Adjustment Option on the basis as set out in “Structure of the Global Offering” in this Prospectus). The Offer Shares are offered solely on the basis of the information contained and representations made in this prospectus and on the terms and subject to the conditions set out herein and therein. No person is authorized to give any information in connection with the Global Offering or to make any representation not contained in this prospectus, and any information or representation not contained herein must not be relied upon as having been authorized by the Company, the Joint Sponsors, the Joint Global Coordinators, the Overall Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of our or their affiliates or any of their respective directors, officers, employees, advisers, agents or representatives, or any other persons or parties involved in the Global Offering. Neither the delivery of this prospectus nor any subscription or acquisition made under it shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information in this prospectus is correct as of any subsequent time. INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING –1 1 4– --- page 125 --- For details of the structure of the Global Offering, including its conditions and the arrangements relating to the Offer Size Adjustment Option and the Over-allotment Option and stabilization, see “Structure of the Global Offering.” PROCEDURE FOR APPLICATION FOR HONG KONG OFFER SHARES The procedure for applying for the Hong Kong Offer Shares is set forth in “How to Apply for Hong Kong Offer Shares” in this prospectus. RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will be required to, or be deemed by his/her acquisition of Hong Kong Offer Shares to, confirm that he/she is aware of the restrictions on the offer and sale of the Hong Kong Offer Shares described in this prospectus. No action has been taken to permit a public offering of the Offer Shares outside Hong Kong or the distribution of this prospectus in any jurisdiction other than Hong Kong. Accordingly, and without limitation to the following, this prospectus may not be used for the purpose of, and does not constitute, an offer or invitation in any jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer or invitation for subscription. The distribution of this prospectus and the offering and sale of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom. In particular, the Offer Shares have not been offered and sold, and will not be offered and sold, directly or indirectly, in the PRC or the United States. UNDERWRITING The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the Overall Coordinators. The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters subject to the terms and conditions of the Hong Kong Underwriting Agreement. The International Offering is expected to be fully underwritten by the International Underwriters, subject to the agreement on the Offer Price between the Overall Coordinators (for themselves and on behalf of the Underwriters) and us. For further details on the Underwriters and the underwriting arrangements, please refer to the section headed “Underwriting” in this Prospectus. INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING –1 1 5– --- page 126 --- APPLICATION FOR LISTING OF THE H SHARES ON THE HONG KONG STOCK EXCHANGE We have applied to the Listing Committee 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 Thursday, November 6, 2025. No part of our H Shares is listed on or dealt in on any other stock exchange, and no such listing or permission to list is being or proposed to be sought as of the Latest Practicable Date. Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any allotment made in respect of any application will be invalid if the listing of, and permission to deal in, the H Shares on the Hong Kong Stock Exchange is refused before the expiration of three weeks from the date of the closing of the application lists, or such longer period (not exceeding six weeks) as may, within the said three weeks, be notified to the Company by or on behalf of the Hong Kong Stock Exchange. H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS Subject to the granting of listing of, and permission to deal in, the H Shares on the Hong Kong Stock Exchange and our compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the H Shares on the Hong Kong Stock Exchange or any other date as determined by HKSCC. Settlement of transactions between participants of the Hong Kong Stock Exchange is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made for the H Shares to be admitted in to CCASS. Investors should seek the advice of their stockbroker or other professional advisers for the details of the settlement arrangements as such arrangements may affect their rights and interests. REGISTER OF MEMBERS AND STAMP DUTY All of the H Shares issued pursuant to applications made in the Global Offering will be registered on our H Share register of members to be maintained in Hong Kong by our H Share Registrar, Computershare Hong Kong Investor Services Limited. Our principal register of members will be maintained by us at our headquarters in the PRC. Dealings in the H Shares registered in our H Share register of members will be subject to Hong Kong stamp duty. INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING –1 1 6– --- page 127 --- Unless determined otherwise by the Company, dividends payable in Hong Kong dollars in respect of our H Shares will be paid to the Shareholders as recorded on the H Share register of the Company in Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the registered address of each Shareholder. PROFESSIONAL TAX ADVICE RECOMMENDED Y ou should consult your professional advisers if you are in any doubt as to the taxation implications of subscribing for, purchasing, holding, disposal of, dealing in or the exercise of any rights in relation to our H Shares. None of the Company, the Joint Sponsors, the Joint Global Coordinators, the Overall Coordinators, the Capital Market Intermediaries, the Joint Lead Managers, the Joint Bookrunners, the Underwriters, any of our or their affiliates or any of their respective directors, officers, employees, advisers, agents or representatives, or any other persons or parties involved in the Global Offering accepts responsibility for any tax effects on, or liabilities of, any person resulting from the subscription, purchase, holding, disposal of, dealing in, or the exercise of any rights in relation to, our H Shares. LANGUAGE If there is any inconsistency between this prospectus and its Chinese translation, this prospectus shall prevail. For ease of reference, the names of the Chinese laws and regulations, government authorities, institutions, natural persons or other entities (including certain of our subsidiaries) have been included in this prospectus in both the Chinese and English languages, the Chinese version of these names shall prevail in the event of any inconsistency. ROUNDING Certain amounts and percentage figures, such as share ownership and operating data, included in this prospectus may have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them. CURRENCY TRANSLATIONS Solely for your convenience, this prospectus contains translations among certain amounts denominated in Renminbi, Hong Kong dollars and U.S. dollars. Unless otherwise specified, this prospectus contains certain translations for the convenience purposes at the following rates: Renminbi into Hong Kong dollars at the rate of HK$1.00 to RMB0.91362, Renminbi into U.S. dollars at the rate of US$1.00 to RMB7.0973 and Hong Kong dollars into U.S. dollars at the rate of US$1.00 to HK$7.7683. No representation is made that any amounts in RMB or Hong Kong dollars can be or could have been at the relevant dates converted at the above rate or any other rates. INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING –1 1 7– --- page 128 --- For further information on our Directors and Supervisors, see “Directors, Supervisors and Senior Management” of this prospectus. DIRECTORS Name Address Nationality Executive Directors Mr. W ANG Jianfeng (ࢤBuilding 17, Fanjing Garden No. 288 Y ucai Road Jiangbei District, Ningbo City Zhejiang Province PRC Chinese Mr. CHEN Wei ( ௓ਃ) No. 159, Seasons Villas Lane 1983, Huamu Road Pudong New District Shanghai PRC Chinese Ms. LI Junyu (᲎) Suite 202, No. 53 Cuiwei New City Hanyang District, Wuhan City Hubei Province PRC Chinese Mr. CAI Zhengxin (ؚSuite 202, No. 29 Lane 84, Guangyuan West Road Xuhui District Shanghai PRC Chinese Non-executive Directors Mr. ZHU Xuesong (ؒSuite 101 No. 109, Huaxiu Lane Jiangdong District, Ningbo City Zhejiang Province PRC Chinese Mr. ZHOU Xingyou (܅No. 187, Donghu Guandi No. 188, Yinxian Avenue Yinzhou District, Ningbo City Zhejiang Province PRC Chinese DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –1 1 8– --- page 129 --- Name Address Nationality Independent non-executive Directors Prof. WEI Xuezhe (ࡪNo. 6 Lane 59, Chifeng Road Y angpu District Shanghai PRC Chinese Prof. LU Guihua (ശ) Building 102 Courtyard 16, Hongluo Road Huairou District Beijing PRC Chinese Prof. YU Fang ( Я˙) Room 702, No. 15 Lane 1299, Dingxiang Road Pudong New District Shanghai PRC Chinese Ms. XI Xuanhua (ഘዏ) 50B, Serenade Block 2 11 Tai Hang Road Hong Kong Chinese (Hong Kong) SUPERVISORS Name Address Nationality Mr. W ANG Y ude ( ˮ͗ᅃ) Suite 1902, Building 7 Baolong Plaza High tech District, Ningbo City Zhejiang Province PRC Chinese Mr. GUO Feier ( ெ൬Յ) Suite 2902, No. 219 Jiangnan Yipin High tech District, Ningbo City Zhejiang Province PRC Chinese Ms. LIU Jinlin (೙) Suite 402, No. 22, Building 8 Jiuzhu Li, Mingzhu Road Xinming Street Yinzhou District, Ningbo City Zhejiang Province PRC Chinese DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –1 1 9– --- page 130 --- PARTIES INVOLVED IN THE GLOBAL OFFERING Joint Sponsors and Sponsor-Overall Coordinators China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong UBS Securities Hong Kong Limited 52/F Two International Finance Centre 8 Finance Street Central Hong Kong (In alphabetical order) Overall Coordinators China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong UBS AG Hong Kong Branch 52/F, Two International Finance Centre 8 Finance Street Central Hong Kong (In alphabetical order) GF Securities (Hong Kong) Brokerage 27/F, GF Tower, 81 Lockhart Road Wan Chai Hong Kong Joint Global Coordinators China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING – 120 – --- page 131 --- UBS AG Hong Kong Branch 52/F, Two International Finance Centre 8 Finance Street Central Hong Kong (In alphabetical order) GF Securities (Hong Kong) Brokerage 27/F, GF Tower, 81 Lockhart Road Wan Chai Hong Kong ABCI Capital Limited 11/F, Agricultural Bank of China Tower 50 Connaught Road Central Hong Kong Joint Bookrunners China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong UBS AG Hong Kong Branch 52/F, Two International Finance Centre 8 Finance Street Central Hong Kong (In alphabetical order) GF Securities (Hong Kong) Brokerage 27/F, GF Tower, 81 Lockhart Road Wan Chai Hong Kong DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING – 121 – --- page 132 --- ABCI Capital Limited 11/F, Agricultural Bank of China Tower 50 Connaught Road Central Hong Kong China Renaissance Securities (Hong Kong) Limited Units 8107-08, Level 81 International Commerce Centre 1 Austin Road West Kowloon Hong Kong Joint Lead Managers China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong UBS AG Hong Kong Branch 52/F, Two International Finance Centre 8 Finance Street Central Hong Kong (In alphabetical order) GF Securities (Hong Kong) Brokerage 27/F, GF Tower, 81 Lockhart Road Wan Chai Hong Kong ABCI Securities Company Limited 10/F, Agricultural Bank of China Tower 50 Connaught Road Central Hong Kong DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING – 122 – --- page 133 --- China Renaissance Securities (Hong Kong) Limited Units 8107-08, Level 81 International Commerce Centre 1 Austin Road West Kowloon Hong Kong Capital Market Intermediaries China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong UBS AG Hong Kong Branch 52/F, Two International Finance Centre 8 Finance Street Central Hong Kong (In alphabetical order) GF Securities (Hong Kong) Brokerage 27/F, GF Tower, 81 Lockhart Road Wan Chai Hong Kong ABCI Capital Limited 11/F, Agricultural Bank of China Tower 50 Connaught Road Central Hong Kong ABCI Securities Company Limited 10/F, Agricultural Bank of China Tower 50 Connaught Road Central Hong Kong DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING – 123 – --- page 134 --- China Renaissance Securities (Hong Kong) Limited Units 8107-08, Level 81 International Commerce Centre 1 Austin Road West Kowloon Hong Kong Auditor and Reporting Accountants KPMG Certified Public Accountants 8th Floor, Prince’s Building 10 Chater Road Central Hong Kong Legal Advisors to the Company As to Hong Kong and United States laws: Clifford Chance 27/F, Jardine House One Connaught Place Central Hong Kong As to PRC law: Commerce & Finance Law Offices 10/F, Tower 1, Jing An Kerry Centre 1515 West Nanjing Road Shanghai PRC As to PRC data compliance law: Jincheng Tongda & Neal Law Firm 21/F, Jinmao Tower No. 88 Century Avenue Pu Dong New Area Shanghai PRC Legal Advisors to the Joint Sponsors and the Underwriters As to Hong Kong and United States laws: Paul Hastings (Hong Kong) LLP 22/F, Bank of China Tower 1 Garden Road Hong Kong DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING – 124 – --- page 135 --- As to PRC law: JunHe LLP 26/F, HKRI Centre 1 HKRI Taikoo Hui 288 Shimen Road (No. 1) Shanghai PRC Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. Suite 2504 Wheelock Square 1717 Nanjing West Road Shanghai PRC Compliance Advisor Somerley Capital Limited 20/F, China Building 29 Queen’s Road Central, Hong Kong Receiving Bank Bank of China (Hong Kong) Limited 1 Garden Road Hong Kong DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING – 125 – --- page 136 --- Registered Office No. 99 Qingyi Road High tech District Ningbo, Zhejiang Province PRC Headquarters and Principal Place of Business in the PRC No. 99 Qingyi Road High tech District Ningbo, Zhejiang Province PRC Principal Place of Business in Hong Kong 31/F, Tower 2 Times Square, 1 Matheson Street Causeway Bay Hong Kong Company’s Website https://www.joyson.com/ (The information contained in this website does not form part of this prospectus) Joint Company Secretaries Mr. YU Chaohui (ಃሾ) No. 99 Qingyi Road High tech District Ningbo, Zhejiang Province PRC Ms. Y e Jiahong (ߎ) an associate member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom) 31/F, Tower 2 Times Square, 1 Matheson Street Causeway Bay Hong Kong Authorized Representatives Ms. LI Junyu (᲎) Suite 202, No. 53 Cuiwei New City Hanyang District, Wuhan City Hubei Province PRC CORPORATE INFORMATION – 126 – --- page 137 --- Ms. Y e Jaihong (ߎ) 31/F, Tower 2 Times Square, 1 Matheson Street Causeway Bay Hong Kong Audit Committee Prof. LU Guihua (Chairperson) Mr. ZHOU Xingyou Prof. YU Fang Nomination, Remuneration and Appraisal Committee Prof. WEI Xuezhe (Chairperson) Ms. LI Junyu Prof. LU Guihua Strategy and ESG Committee Mr. W ANG Jianfeng (Chairperson) Mr. ZHU Xuesong Ms. LI Junyu Mr. CHEN Wei Mr. CAI Zhengxin Prof. WEI Xuezhe Prof. YU Fang H Share Registrar Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wan Chai Hong Kong Principal Banks China Merchants Bank Ningbo Branch No. 342 Heji Street Yinzhou District Ningbo, Zhejiang Province PRC Bank of China Ningbo Branch No. 255 Dingtai Road Yinzhou District Ningbo, Zhejiang Province PRC CORPORATE INFORMATION – 127 – --- page 138 --- The information and statistics set out in this section and other sections of this prospectus were extracted from the Frost & Sullivan Report, which was commissioned by us, and from various official government publications and other publicly available publications. We engaged Frost & Sullivan to prepare the Frost & Sullivan Report, an independent industry report, in connection with the Global Offering. The information from official government sources has not been independently verified by us, the Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, Joint Lead Manager , Underwriters, any of their respective directors and advisors, or any other persons or parties involved in the Global Offering, and no representation is given as to its accuracy. SOURCE OF INFORMATION We commissioned Frost & Sullivan to conduct market research on global automotive electronics and automotive safety industries and prepare the Frost & Sullivan Report. Frost & Sullivan is an independent global consulting firm founded in 1961 in New Y ork that offers industry research and market strategies. We have contracted to pay RMB610,000 to Frost & Sullivan for compiling the Frost & Sullivan Report. In preparing the Frost & Sullivan Report, Frost & Sullivan conducted detailed primary research which involved discussing the status of the industry with certain leading industry participants and conducting interviews with relevant parties. Frost & Sullivan also conducted secondary research which involved reviewing company reports, independent research reports and data based on its own research database. Frost & Sullivan obtained the figures for the estimated total market size from historical data analysis plotted against macroeconomic data as well as considered the above-mentioned industry key drivers. Its market engineering forecasting methodology integrates several forecasting techniques with the market engineering measurement-based system and relies on the expertise of the analyst team in integrating the critical market elements investigated during the research phase of the project. These elements primarily include expert-opinion forecasting methodology, integration of market drivers and restraints, integration with the market challenges, integration of the market engineering measurement trends and integration of econometric variables. The Frost & Sullivan Report on the global automotive electronics and automotive safety industries is compiled based on the following assumptions: (i) The report assumes that the social, economic and political environment of the globe and mainland China will remain stable throughout the forecast period. This stability is crucial for market projections, as significant social, economic, or political upheavals can disrupt industry trends and consumer behavior. (ii) The report anticipates that the primary drivers of the automotive electronics and safety sectors will continue to influence the market during the forecast period. These drivers mainly include technological advancements, supporting policies, consumer preferences, and economic factors that collectively shape industry dynamics. INDUSTRY OVERVIEW – 128 – --- page 139 --- Unless otherwise stated, all data and forecasts contained in this section have been derived from the Frost & Sullivan Report and were based on desktop research, expert interviews and analysis and estimates by Frost & Sullivan. Our Directors confirm that, having exercised reasonable care, there have been no adverse changes in market information, taken as a whole since the date of the Frost & Sullivan Report, that would materially limit, contradict, or adversely affect these data. Our Directors have confirmed, after making reasonable inquiries and exercising reasonable care, that there is no adverse change in the market information since the date of the Frost & Sullivan Report which may qualify, contradict or impact the information disclosed in this section. PART ONE: OVERVIEW OF GLOBAL AUTOMOTIVE INDUSTRY GLOBAL AUTOMOTIVE INDUSTRY IS SHIFTING TOW ARDS A SMARTER, SAFER AND GREENER FUTURE Mature Global Automotive Industry with Revolution Led by Chinese Market The automotive industry has entered its maturity phase after decades of development. Due to supply chain disruptions and weakened demand during the COVID-19 pandemic, global vehicle sales declined in 2020 and 2022. Meanwhile, as the push for environmental sustainability grows, ICE vehicles are being steadily replaced by more energy-efficient and eco-friendly new energy vehicles (NEVs). With the continued growth of NEVs and the recovery of the automotive industry post-pandemic, global automobile sales recovered in 2023 and reached 92.4 million units in 2024. China accounted for 32.5% of global sales in 2024, making it the largest automotive market worldwide, followed by Europe and the United States. With the ongoing trends in electrification and the increasing integration of advanced technologies, the automotive industry is currently undergoing a significant transformation. Advancement in vehicle intelligence technologies is leading the automotive industry to the “third living space” vision. According to Frost & Sullivan, global automobile sales volume is expected to reach 121.5 million units by 2029, with a CAGR of approximately 5.4% from 2025. Driven by advancements in electrification technology and a large domestic market, it is projected that, China will continue to hold the first position in global automobile sales, with a projected market share of approximately 34.3% by 2029, followed by Europe and the United States. INDUSTRY OVERVIEW – 129 – --- page 140 --- Market Size of Automotive Industry by Sales Volume (Global), 2020-2029E 0 20 40 60 80 100 120 140 2020 2021 76.7 81.4 80.4 87.0 92.4 98.6 104.9 111.1 116.6 121.5 2022 2023 2024 2025E 2026E 2027E 2028E 2029E Million Unit 20 40 60 80 100 120 140 0 CAGR 2020-2024 CAGR 2025E-2029E Global Automobile Sales Volume 4.8% 5.4% 30.2% 32.5% 19.5% 17.8% China United States Europe ROW Breakdown of Automobile Sales Volume in Major Countries and Regions, 2024 33.0% 34.3% 16.8%15.9% China United States Europe ROW Breakdown of Automobile Sales Volume in Major Countries and Regions, 2029E Source: Interviews with Industry Experts, China Association of Automobile Manufacturers, Frost & Sullivan The rapid development of NEV and their growing penetration rate is a key factor behind the contrasting CAGR between overall automotive industry and the NEV sector. As the global shift toward environmental sustainability intensifies, ICE vehicles are gradually being replaced by more energy-efficient, eco-friendly and energy-cost-efficient alternatives. Driven by government incentives, stricter emissions regulations, and growing consumer demand for smarter, more efficient vehicles, the NEV market is experiencing explosive growth. According to Frost & Sullivan, global sales volume of new energy vehicles (NEVs) increased from 3.2 million units in 2020 to 19.0 million units in 2024 at a CAGR of 56.5%, and is expected to increase from 23.4 million units in 2025 to 40.7 million units in 2029 at a CAGR of 14.9%. Meanwhile, the sales volume of ICEVs slightly decreased from 73.5 million units in 2020 to 73.4 million units in 2024, and subsequently increase to 80.8 million units in 2029. While the NEV industry is expected to remain robust growth, the divergence in CAGR between the overall automotive market and the NEV industry illustrates the rapid adoption and transformation driven by NEVs, underscoring the trend of NEVs replacing ICE vehicles in the foreseeable future. Driven by advancements in battery technology, the widespread development of charging and swapping infrastructure as well as growing consumer acceptance, the global NEV market, including both battery electric vehicles (BEVs) and plug-in hybrid electric vehicles (PHEVs), is expected to see increasing market penetration in the coming years. In terms of sales volume, China has the largest NEV market globally in 2024, with a total sales volume reaching 12.9 million units, accounting for 67.8% of global sales, followed by Europe and the United States. Looking forward, China will still be the largest NEV market in terms of sales volume by 2029, followed by Europe and the United States. Although the penetration rate of NEVs in Europe and the United States has fallen short of expectations, it is still expected to continue rising steadily over time. INDUSTRY OVERVIEW – 130 – --- page 141 --- The trend of vehicle electrification has driven the development of intelligent technologies in multiple ways. The E/E architecture of NEVs offers higher integration and scalability, supporting more electronic devices and sensors. This not only lays a solid foundation for the realization of intelligent functions but also provides a more flexible architecture and stable energy supply for the integration of automotive intelligent systems. Furthermore, electrification enhances vehicles’ response speed, control precision and computing power, making intelligent decision-making processes more efficient and accurate. This further accelerates the development of automotive intelligence and improves overall performance and user experience. Market Size of NEVs Industry by Sales Volume (Global), 2020-2029E 0 5 10 15 20 25 30 35 40 45 2020 2021 3.2 6.6 11.7 15.1 19.0 23.4 28.2 33.0 37.1 40.7 2022 2023 2024 2025E 2026E 2027E 2028E 2029E Million Unit 0 5 10 15 20 25 30 35 45 40 CAGR 2020-2024 CAGR 2025E-2029E Global NEVs Sales Volume 56.5% 14.9% 73.5 74.8 68.7 71.9 73.4 75.2 76.7 78.1 79.5 80.8 4.1% 8.1% 14.5% 17.4% 20.6% 23.7% 26.9% 29.7% 31.8% 33.5% ICE sale volume (Million Unit) NEV penetration rate (%) 67.8%7.8% 8.5% 15.9%China United States Europe ROW Breakdown of NEVs Sales Volume in Major Countries and Regions, 2024 6.5% 12.8% China United States Europe ROW Breakdown of NEVs Sales Volume in Major Countries and Regions, 2029E 12.6% 68.1% Source: Interviews with Industry Experts, China Association of Automobile Manufacturers, Frost & Sullivan Market Drivers and Trends Analysis of Automotive Industry Electrification, Intelligence and Connectivity The automotive industry is undergoing a transformation driven by electrification, intelligence and connectivity. In 2024, the global penetration rate of NEVs reached 20.6%, fueled by expanding charging infrastructure and growing consumer demand for eco-friendly solutions. Extensive application of technologies of intelligent cockpits, intelligent driving and smart connectivity, has significantly enhanced driving convenience, safety and overall enjoyment. Intelligent cockpit technologies such as voice recognition, adaptive systems and AI-driven features, are enhancing convenience, safety and personalized experience for drivers. Connectivity, particularly through 5G-V2X technology, is enabling real-time communication among vehicles, infrastructure and pedestrians, which not only improves road safety but also accelerates intelligent driving. Meanwhile, the rapid advancement of electrification and intelligent technologies is transforming traditional auto parts. Intelligent cockpit systems are gradually replacing traditional buttons with multimodal interactions such as touchscreens, voice recognition and gesture control, while automotive safety products are integrating with INDUSTRY OVERVIEW – 131 – --- page 142 --- intelligent driving technologies to provide proactive hazard warnings and protection. In addition, driven by ongoing technological breakthroughs, these intelligent features are expected to expand from mid-to-high-end models to a broader range of mid-to-low-end models. Together, these trends are redefining the automotive landscape, with vehicles becoming more energy-efficient, intelligent and integrated into the broader ecosystem of smart cities. Policy-promoted Global Automotive Market The direction and pace of change in the global automotive industry are significantly influenced by policies of various countries regarding carbon emissions and the promotion of NEVs transformation. In addition, tariff adjustments in key markets such as Europe and the United States, have directly influenced the cost structures and market strategies of multinational automobile manufacturers and other stakeholders across the value chain. The imposition of high tariffs by both Europe and the United States on Chinese NEV manufacturers has prompted these companies to expand their global presence and adopt more diversified international strategies, including developing overseas supply chains and production capacity. Meanwhile, supportive policies in emerging markets, such as Southeast Asia, through tax incentives and relaxed foreign investment regulations, have created new growth opportunities for automobile manufacturers. For example, in 2024, the Board of Investment of Thailand (BOI) continues to actively promote investment in various electric vehicle (EV)-related industries. In addition to general tax and non-tax incentives, BOI-endorsed EV projects will benefit from a corporate income tax (CIT) exemption for a period of three to eight years. Furthermore, the production of four-wheeled electric vehicles and EV platforms qualifies for an additional three-year CIT exemption, which can cover either 50% or 100% of the additional investment in automation and robotic systems. Moreover, Indonesia’s Ministry of Finance has introduced new tax incentives to stimulate electric vehicle production and sales. These incentives include the removal of the luxury tax on electric vehicles for 2024, the waiver of import tax until 2025, and a reduction in value-added tax on the sales of electric vehicles. Faster Iteration Speed of NEVs The NEV market faces intense competition as manufacturers strive to increase market share. To remain competitive, they must accelerate product iteration. Unlike traditional ICE vehicles, NEVs are driven primarily by software iterations. First, NEVs feature a more centralized E/E architecture with decoupled software and hardware, enabling faster software iterations. In addition, as intelligent terminals, NEVs have strong demands for functional iteration in areas such as intelligent cockpit and intelligent driving. To meet consumers’ demand for enhanced intelligent experiences, OEMs can remotely update vehicle software through OTA technology, strengthen algorithm performance, and accelerate the iteration of NEVs. Meanwhile, the use of platform-based development and modular design significantly boosts R&D efficiency, while digital and intelligent technologies, such as virtual simulation and AI, accelerate R&D processes. This agility enables NEVs to respond more quickly to market demands and evolving consumer preferences. The integration of electrification and intelligent technologies allows intelligent electric vehicles to make continuous advancements in areas such as driving range, charging efficiency, intelligent driving capabilities and human-machine interaction experience, driving ongoing innovation within the industry. INDUSTRY OVERVIEW – 132 – --- page 143 --- Increasing Proportion of Automotive Electronics in the BOM With the continued advancement of electrification and intelligence, both the value and the number of automotive electronics categories are steadily increasing. The proportion of automotive electronics in the Bill of Materials (BOM) has grown from 34.5% in 2020 to 41.3% in 2024. Compared to ICE vehicles, NEVs have higher demands for electronic components in areas such as power management, power conversion, battery management and electric powertrains. In addition, the adoption of intelligent cockpit, intelligent driving and smart connectivity is enhancing the driving experience through advanced human-machine interaction, improved safety and personalized services. These innovations are driving demand for various automotive electronic products, significantly increasing the value contribution of automotive electronics in vehicles. Furthermore, as the computing power and functionalities of chips for intelligent cockpits, intelligent driving and smart connectivity continue to advance, the value of automotive electronics is expected to rise notably. As a result, it is projected that the proportion of automotive electronics in the BOM will further increase to approximately 47.9% in 2029. Increasing Cost per V ehicle of Passive Safety The increasingly stringent automotive safety regulations have led to an increase in cost per vehicle of passive safety, rising from approximately RMB1,500 in 2020 to approximately RMB1,800 in 2029. To further safeguard pedestrians and occupants, automobile manufacturers have concentrated on enhancing body structure optimization and improving the performance of passive safety products. In response to higher standards for collision safety, especially for side-impact and frontal crash tests, manufacturers have invested more in safety features such as side airbags and pre-tensioner seatbelts. As a result, cost per vehicle of these safety products has grown steadily in the overall vehicle design. Centralizing Automotive E/E Architecture As automotive E/E architectures shift from distributed to centralized models, domain control system has been introduced, integrating diverse functions through a more centralized architecture. For example, intelligent cockpit domain control system centralizes multiple display terminals, which were previously separate, enabling “single chip, multi-screen” (ڃ ܈and “multi-screen integration” (ʹʝ). Meanwhile, with the trend toward cockpit- driving integration, the intelligent cockpit domain and the intelligent driving domain are gradually merging into a unified platform, providing users with a more cohesive and immersive in-vehicle experience. Looking ahead, with the continuous R&D of high-performance CCUs, multi-domain integration is expected to accelerate, fostering seamless interaction among various vehicle domains. Centralized E/E architectures will help achieve goals such as cost reduction, improved communication latency and optimized computing resource utilization, thereby jointly advancing vehicle intelligence and enhancing user experience. INDUSTRY OVERVIEW – 133 – --- page 144 --- Globalization Trend Driven by trade policies and cost advantages, Chinese automobile manufacturers are expanding overseas, transitioning from product exports to a localized “R&D, production and sales” model. Currently, Chinese auto parts suppliers hold leading expertise in areas such as intelligent cockpit, intelligent driving and smart connectivity. This leadership is underpinned by strong R&D, manufacturing and supply chain management capabilities, enabling rapid market adaptation and innovation. As a result, the overseas expansion of Chinese automobile manufacturers has facilitated the global promotion of these advanced technologies, and simultaneously, has also helping Chinese auto parts suppliers penetrate international markets. As they continue to expand their global networks, they are expected to further integrate into the supply chains of foreign automobile manufacturers, promoting the wider distribution of China’s leading intelligent technologies on a global scale. PART TWO: OVERVIEW OF GLOBAL AUTO PARTS INDUSTRY Overview Auto parts refer to the individual parts and systems that make up a vehicle, working together to ensure the vehicle’s performance, safety and functionality. The diagram below illustrates the representative auto parts included in the major domains of a vehicle: Connectivity Domain • 4G+V2X (Vehicle to Everything) • 5G+V2X (Vehicle to Everything) ...... Vehicle Body Domain • Seatbelt • Airbag • Steering wheel • Door and window control system ...... Chassis Domain • Steering system • Braking system • Suspension system ...... Intelligent Driving Domain • Radar sensor • Camera • Intelligent driving domain controller ...... Cockpit Domain ...... • Cockpit infotainment system • Driver information system • Head-up display (HUD) system • Intelligent cockpit domain control system Power Domain ...... • Engine system • Battery system (battery, BMS, electric drive system) • DC voltage converter • Booster • On-board charger Source: Frost & Sullivan INDUSTRY OVERVIEW – 134 – --- page 145 --- The auto parts industry chain is a comprehensive system encompassing upstream raw material suppliers, midstream auto parts suppliers and downstream automobile manufacturers. Upstream raw material suppliers provide essential inputs such as metals, plastics and electronic components. Midstream primarily consists of auto parts suppliers, with intelligent automotive technology solution providers playing an increasingly crucial role by aligning with the growing demand for vehicle electrification and intelligence. Their innovations not only enhance the functionality and efficiency of automobiles but also enable seamless integration of advanced intelligent technologies. Downstream automobile manufacturers incorporate these high-tech components into final vehicle production, which accelerates technological advancements and reinforces their competitive edge in the market. As market competition intensifies, automobile manufacturers are shifting their strategies from emphasizing full-stack capabilities to prioritizing cost and efficiency. At the same time, they are gradually delegating development and manufacturing responsibilities to auto parts suppliers, particularly for intelligent vehicles. This shift enables cost efficiency and the delivery of high-quality, customized solutions. In addition, as demand for smart, connected and electrified vehicles rises, collaboration between automobile manufacturers and auto parts suppliers will deepen, with a stronger focus on advanced technologies such as autonomous driving, AI-powered systems and integrated platforms. In response to the competitive Chinese automotive market, local suppliers with expertise in automotive intelligence have become crucial partners for both foreign and domestic automobile manufacturers, offering deep market insight and agility in meeting evolving demands. These partnerships drive intelligent transformation and capitalizing on mutual advancements by co-developing solutions tailored to China’s unique needs. Major Cooperation Models Between Automobile Manufacturers and Auto Parts Suppliers  Automobile Manufacturers Self-Development, Auto Parts Suppliers as Manufacturers: Under this model, automobile manufacturers retain control over core design and technology, while auto parts suppliers take on the responsibility for manufacturing. This model allows for a more streamlined and efficient integration of technological innovation with production. Automobile manufacturers can continue to drive advancements in design and technology, while auto parts suppliers, leveraging their expertise in manufacturing, ensure the production of high-quality auto parts.  Collaboration Between Automobile Manufacturers and Auto Parts Suppliers: Both parties leverage their respective strengths to advance projects together, driving technological innovation and product optimization.  Auto Part Suppliers Providing Comprehensive Solutions: Auto parts suppliers not only provide products but also play an active role in the entire process, from concept design to mass manufacturing. With their professional expertise and extensive experience, auto parts suppliers deliver tailored, comprehensive solutions, such as intelligent cockpit, intelligent driving and smart connectivity solutions, that enhance the competitiveness of automotive products. INDUSTRY OVERVIEW – 135 – --- page 146 --- SECTION 1: OVERVIEW OF GLOBAL AUTOMOTIVE SAFETY INDUSTRY MATURE GLOBAL AUTOMOTIVE SAFETY INDUSTRY IS EMBRACING NEW OPPORTUNITIES AS THE VEHICLE INTELLIGENCE LEVEL DEVELOPS Definition and Classification of Automotive Safety Automobile safety has long been a critical issue in the automotive industry. With the advancement of new technologies and the strengthening of safety standards, modern vehicles’ safety features have become increasingly sophisticated and comprehensive. Automotive safety is typically divided into two the following categories:  Passive Safety: The primary function of passive safety is to protect drivers and occupants during an accident and reduce the severity of injuries caused by the crash. Key components of passive safety primarily include steering wheel, seatbelt and airbag. /H11568Steering Wheel: The steering wheel is a critical safety component in vehicles, as it houses the driver’s airbag and works in tandem with it to protect the driver during a crash. It is designed for optimal haptic feedback, comfort, and customization, with advanced features such as heating, hands-on detection, light elements, and vital sign sensing. /H11568Seatbelt: Seatbelts are the primary passive safety devices designed to restrain occupants during a crash. They are engineered for both restraint performance and ergonomic comfort, incorporating components like emergency locking retractors, pyrotechnic and electric pretensioners, and shockproof buckles. /H11568Airbag: Airbags are critical safety devices that deploy during a crash to protect occupants by absorbing impact forces and preventing injury. Manufactured using in-house designed components like inflators, fabric, cushions, and covers, these airbags are engineered for rapid deployment within milliseconds, even after years of use.  Active Safety: Active safety is designed to prevent accidents before they occur by intervening in critical moments. It assists drivers by reducing human error, alerting them to potential hazards and prompting corrective actions. INDUSTRY OVERVIEW – 136 – --- page 147 --- Market Size of Global and Chinese Automotive Safety Industry The market size of global automotive passive safety industry increased from RMB120.0 billion in 2020 to RMB160.2 billion in 2024. Looking forward, driven by the continuous strengthening of safety standards and increasing emphasis by automobile manufacturers on vehicle safety performance, the market is expected to sustain steady growth. It is projected that the market size of global automotive passive safety industry will grow to RMB213.6 billion in 2029 at a CAGR of 5.4% from 2025. The market size of automotive passive safety industry in China increased from RMB26.7 billion in 2020 to RMB34.5 billion in 2024. The market is expected to reach RMB49.7 billion in 2029, representing a CAGR of 7.8% from 2025. Market Size of Automotive Passive Safety Industry by Revenue (Global and China), 2020-2029E 0 50 100 150 250 200 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E CAGR 2020-2024 7.5% 6.7% 5.4% 7.8% CAGR 2025E-2029E Global RMB Billion China 120.0 126.4 137.5 157.7 160.2 173.4 184.6 205.5 213.6 26.7 28.4 29.5 33.5 34.5 36.8 40.5 47.0 196.0 44.2 49.7 Source: Interviews with Industry Experts, Frost & Sullivan In 2024, the global market sizes for steering wheels, airbags and seat belts in terms of revenue were RMB27.7 billion, RMB81.0 billion and RMB51.5 billion, respectively, accounting for 17.3%, 50.5% and 32.1% of the total market size of the global automotive safety industry. It is projected that in 2029, the revenues of global steering wheel, airbag and seat belt markets will reach RMB33.7 billion, RMB113.0 billion and RMB66.9 billion, respectively. INDUSTRY OVERVIEW – 137 – --- page 148 --- Market Size of Automotive Safety System Industry by Revenue by Product (Global), 2020-2029E 2020 2021 2022 2023 2024 2025E 2027E 2028E 2029E2026E RMB Billion 0 50 100 150 250 200 Steering wheel Airbag Seat belt CAGR 2020-2024 5.8% 8.4% 7.0% 3.2% 5.2% 6.1% CAGR 2025E-2029E 27.7 29.6 33.1 33.7 120.0 126.4 137.5 157.7 160.2 173.4 184.6 196.0 205.5 213.6 31.0 32.2 39.3 67.9 79.8 81.0 89.1 95.6 102.2 107.9 113.0 41.6 44.5 51.0 51.5 54.6 58.0 61.6 64.5 66.9 22.2 26.9 23.5 25.1 61.358.6 Source: Interviews with Industry Experts, Frost & Sullivan In 2024, the market sizes for steering wheels, airbags and seat belts in China by revenue were RMB6.9 billion, RMB15.5 billion and RMB12.1 billion, respectively, capturing market shares of 20.1%, 44.9% and 35.1%. It is projected that in 2029, the revenues of China’s steering wheel, airbag and seat belt markets will reach RMB8.7 billion, RMB24.9 billion and RMB16.1 billion, respectively. Market Size of Automotive Safety System Industry by Revenue by Product (China), 2020-2029E 2020 2021 2022 2023 2024 2025E 2027E 2028E 2029E2026E RMB Billion 0 10 20 30 40 50 Steering wheel Airbag Seat belt CAGR 2020-2024 4.2% 10.6% 3.8% 4.7% 5.8% 10.5% CAGR 2025E-2029E 6.9 7.3 8.6 8.7 26.7 28.4 29.5 33.5 34.5 36.8 40.5 44.2 47.0 49.7 7.8 8.3 10.4 12.7 15.0 15.5 16.7 18.8 21.0 22.9 24.9 10.7 10.8 11.9 12.1 12.8 13.9 14.9 15.6 16.1 5.9 6.7 6.0 6.1 11.610.4 Source: Interviews with Industry Experts, Frost & Sullivan INDUSTRY OVERVIEW – 138 – --- page 149 --- Market Drivers and Trends of Automotive Safety Industry Continuously Enhancing Safety Standards as Intelligence Level of Automotive Industry Develops With the improvement of automotive safety standards across various countries and regions globally and the ongoing development of automotive intelligence, the automotive safety industry is experiencing an accelerated pace of technological upgrades. In terms of automotive active safety, the European Union and China have mandated the installation of systems such as Driver Monitoring Systems (DMS). Since July 2022, the EU has requires DMS in newly approved vehicles, while China has implemented DMS mandates for certain commercial vehicles, with a national standard of “the Performance Requirements and Testing Methods for Driver Attention Monitoring Systems (GB/T 41797-2022)” (ءࡰ جGB/T 41797-2022) ‘) published in October 2022. In terms of automotive passive safety, the number of airbags per vehicle has gradually increased with the introduction of regulatory requirements and industry standards. Developed countries and regions such as Europe, the United States and Japan have implemented regulations mandating the installation of front airbags in vehicles since 1991, 1993 and 1998, respectively. In recent years, a series of regulations have been continuously published to improve vehicle safety measures, with a focus on protecting both drivers and occupants. For example, the revised General Safety Regulation (GSR) was published in 2019 by European Commission and took effect in 2022, which mandates advanced safety features for all new vehicles, including enhanced side-impact protection and occupant detection systems. While not explicitly requiring additional airbags, the stricter crash-test standards (e.g., updated Euro NCAP protocols) incentivize OEMs to install more airbags (e.g., side, curtain, or front-center airbags) to meet requirements. In 2023, National Highway Traffic Safety Administration (NHTSA) of the United States announced the Advance Notice of Proposed Rulemaking (ANPRM) on side impact protection. The regulation proposed updates to Federal Motor V ehicle Safety Standard (FMVSS) No. 214 to address oblique side crashes and improve protection for rear occupants. This could lead to requirements for additional side/curtain airbags or reinforced airbag coverage. In China, with the continuous updates to the “Motor V ehicle Operation Safety Technical Conditions (GB 7258)” ( ዚਗԓ༶БτΌҦஔૢ΁(GB 7258) ‘) the requirements for vehicle collision safety performance have become increasingly stringent, particularly regarding side-impact and frontal crash test standards. In addition, a series of standards have been issued in recent years to further strengthen vehicle safety requirements, including “The Protection of the Occupants in the Event of a Frontal Collision for Motor V ehicle (GB 11551-2014)” (ᚐ(GB 11551-2014) ‘), “The Protection of the occupants in the event of a lateral collision (GB 20071-202X)” (ࠦ ᚐ(GB 20071-202X) ‘), “The Requirements of Safety in the Event of Rear-end Collision for Passenger V ehicle (GB 20072-202X)” (Ӌ(GB 20072-202X) ‘), “The Frontal airbag-Technical Requirements of Protection for out of Position Occupant (GB/T 37437-2019)” (Ӌ(GB/T 37437-2019) ‘), “The Methods and Requirements of Airbag System Abuse Test for INDUSTRY OVERVIEW – 139 – --- page 150 --- Automobile (GB/T 37474-2019)” (Ӌ(GB/T 37474-2019) ‘) and “The Performance Requirements of Side Airbag and Curtain Airbag Module (GB/T 38795-2020)” (ᗫᅺ๟(GB/T 38795-2020) ‘). Furthermore, automotive safety has become crucial for shaping brand image. Manufacturers are developing airbags that protect multiple body parts, including head, chest, neck, legs and knees, with rear side, knee and curtain airbags becoming more common. Additionally, smart steering wheels and electronic seatbelts are enhancing vehicle safety, driving market growth. Technological Advancements in the Global Passive Automotive Safety Industry Technological innovation is a key trend driving the evolution of the global passive automotive safety industry, leading to more advanced and efficient protection. One significant advancement is the diversification of airbag inflator systems, including hybrid, cold gas and pyrotechnic systems, which enable more accurate and reliable airbag deployment based on specific crash conditions. In addition, seatbelt technology has improved with the integration of motorized pretension devices and adaptive load limiters in retractors, allowing for quicker activation during accidents and better force distribution to minimize injury risk. The use of new materials in safety components is also notable, with eco-friendly polyurethane foam now being used in steering wheels, offering enhanced impact absorption while supporting sustainability efforts. These technological advancements are collectively raising the standards for occupant protection, contributing to the growth and innovation in the passive automotive safety industry. Integration of Active Safety and Intelligent Driving With the rapid advancement of intelligent driving technologies, active safety is emerging as a central focus in the automotive safety industry. As vehicles become increasingly intelligent, active safety goes beyond merely detecting the surrounding environment in real time to assist drivers in avoiding potential risks. They also offer advanced risk mitigation strategies, significantly enhancing road safety. The deep integration of active safety with intelligent driving technologies will not only provide more comprehensive safety protection for future vehicles but also drive continuous upgrades in safety functionalities, making active safety an essential component of the broader intelligent vehicle ecosystem. This evolution will not only improve accident prevention but also contribute to the development of intelligent driving, setting new standards for vehicle safety. Innovation in Automotive Safety Products Driven by Evolvement of Automotive Industry as well as Emergence of New Way of Transportation As transportation technology evolves, the continuous innovation of automotive safety products becomes critical in addressing emerging demands. For example, pedestrian safety solutions, such as pyrotechnic actuators like active hood lifters, are designed to mitigate injuries by lifting the vehicle hood during collisions, reducing head impacts and complying with ECE R-127 regulations. In addition, battery protection systems for NEVs, such as pyrotechnic battery disconnect technology, safeguard drivers and occupants by cutting electrical connections in the event of battery overloads or short circuits. Furthermore, the rise INDUSTRY OVERVIEW – 140 – --- page 151 --- of electric vertical take-off and landing vehicles (“ eVTOLs ”), a groundbreaking innovation in transportation, introduces new safety challenges, particularly in ensuring operational safety during flight. This necessitates the adaptation and enhancement of existing automotive safety products, driving advancements in technology research, regulatory frameworks and standardization to meet the unique demands of aerial mobility. These innovations collectively reflect the automotive safety industry’s progression from traditional vehicle safety measures toward comprehensive, multi-dimensional safety designed to meet the needs of evolving transportation technologies. Competitive Landscape Analysis of Automotive Safety Industry In 2024, the global automotive passive safety market reached RMB160.2 billion in terms of revenue. The top three suppliers in the global automotive passive safety industry accounted for about 91.9% of the total market size. The Company ranked second globally with a revenue of RMB36.7 billion in 2024, holding a market share of 22.9%. In 2024, Chinese automotive passive safety market reached RMB34.5 billion in terms of revenue. The top three suppliers in Chinese automotive passive safety industry accounted for about 84.5% of the total market size. Among them, the Company ranked second with a revenue of RMB9.0 billion in 2024, holding a market share of 26.1%. Top Three Suppliers in the Automotive Passive Safety Industry by Revenue (Global and China), 2024 Ranking Revenue (RMB Billion)Company Market Share 1 Company G 74.0 46.2% 3 Company H 36.4 22.8% 2 the Company 36.7 22.9% CR3 147.2 Total 160.2 91.9% Ranking Revenue (RMB Billion)Company Market Share 1 Company G 14.1 40.7% 3 Company H 6.1 17.6% 2 the Company 9.0 26.1% CR3 29.2 Total 34.5 84.5% Source: Annual Reports of Listed Companies, Interviews with Industry Experts, Frost & Sullivan In 2024, the revenues of global steering wheel market, seat belt market and airbag market reached RMB27.7 billion, RMB51.5 billion and RMB81.0 billion, respectively. In 2024, the Company generated revenues of RMB10.0 billion from steering wheels, RMB11.4 billion from seat belts and RMB15.4 billion from airbags. The Company ranked second globally in the steering wheel and seat belt industry, and ranked third globally in the airbag industry in 2024, with a market share of 35.9%, 22.1% and 19.0%, respectively. INDUSTRY OVERVIEW – 141 – --- page 152 --- Top 3 Suppliers of Major Automotive Passive Safety Products by Revenue (Global), 2024 Top 3 Suppliers in the Steering Wheel Industry by Revenue (Global), 2024 Ranking Revenue (RMB Billion)Company Market Share 1 Company G 11.5 41.5% 3 Company H 5.9 21.3% 2 the Company 10.0 35.9% CR3 27.4 Total 27.7 98.7% Ranking Revenue (RMB Billion)Company Market Share 1 Company G 24.0 46.6% 3 Company H 11.0 21.4% 2 the Company 11.4 22.1% CR3 46.3 Total 51.5 90.1% Top 3 Suppliers in the Seat Belt Industry by Revenue (Global), 2024 Ranking Revenue (RMB Billion)Company Market Share 1 Company G 38.5 47.6% 2 Company H 19.5 24.1% 3 the Company 15.4 19.0% CR3 73.4 Total 81.0 90.7% Top 3 Suppliers in the Airbag Industry by Revenue (Global), 2024 Source: Annual Reports of Listed Companies, Interviews with Industry Experts, Frost & Sullivan Notes: Company G: The company is founded in 1956 and listed on the New Y ork Stock Exchange and Stockholm Stock Exchange, which designs, develops and manufactures passive safety products for the automotive industry. Company H: The company is a non-listed company founded in 1915. It is a global technology group providing passive safety products for vehicles. Entry Barrier of Automotive Safety Industry Technological Barrier The quality and performance of automotive safety products are directly tied to the overall safety of the vehicle, which imposes stringent demands on the supporting technologies. Furthermore, the continuous evolution of safety systems must keep pace with advancements in automotive intelligence to enable more precise and efficient safety control. Leading companies in the industry benefit from years of accumulated technological expertise, sustained investments in research and development, and deep knowledge reserves. These advantages create substantial barriers to entry for new players, making it difficult for them to compete effectively in the market. Certification Barrier Certification barriers in the automotive safety industry are largely shaped by a complex set of standards and regulations, including international quality management systems such as ISO/TS 16949 and QS9000, as well as certifications required by OEMs and regulatory authorities. These certification processes encompass all stages of product design, production and testing, requiring suppliers to demonstrate high levels of technical expertise and advanced production management capabilities. INDUSTRY OVERVIEW – 142 – --- page 153 --- Product Barrier Product diversification is one of the key development directions in the automotive safety industry, and suppliers must adapt to this trend. Leading companies in the industry are able to quickly identify changes in market demand and offer a wide range of active and passive safety system products to meet diverse customer needs and use cases. Achieving this requires significant investment in technology research and development, product design, and manufacturing processes to continuously enhance product innovation and competitiveness. SECTION 2: OVERVIEW OF GLOBAL AUTOMOTIVE ELECTRONICS INDUSTRY INTELLIGENCE AND CENTRALIZATION ARE PROFOUNDLY IMPACTING GLOBAL AUTOMOTIVE ELECTRONICS INDUSTRY AS AUTOMOBILE INDUSTRY EVOLVES Overview Automotive electronics are a critical component of both the automotive industry and intelligent automotive technology solutions. They play a key role in driving the comprehensive transformation toward automotive intelligence by enabling advanced technologies such as intelligent cockpit, intelligent driving and smart connectivity. Chinese Market is Leading the Transformation of Global Automotive Electronics Industry The market size of automotive electronics has shown consistently upward growth, especially with the promotion of intelligent cockpit, intelligent driving and smart connectivity solutions. In 2024, the global and Chinese automotive electronics markets reached RMB2,493.4 billion and RMB1,201.1 billion, respectively. Looking forward, the development of automotive intelligence is expected to further drive demand for automotive electronics, fueling market growth. It is expected that by 2029, the market size of global and Chinese automotive electronics industries will increase to RMB3,330.3 billion and RMB1,892.6 billion, with CAGRs of 5.8% and 9.4% from 2025. INDUSTRY OVERVIEW – 143 – --- page 154 --- Market Size of Automotive Electronics by Revenue (Global and China), 2020-2029E 2020 1,880.0 2,190.0 2,493.4 2,653.0 1,321.2 1,449.4 1,087.0 889.0808.0 1,734.7 1,892.6 2,040.0 2,339.0 2,986.5 2,817.4 3,156.7 3,330.3 1,201.1 1,587.1 980.0 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E RMB Billion CAGR 2020-2024 7.3% 10.4% 5.8% 9.4% CAGR 2025E-2029E Global China 0 1,000 2,000 3,000 4,000 Source: Interviews with Industry Experts, Frost & Sullivan Overview of Global Intelligent Cockpit Solution Industry: Intelligent Cockpit Plays a Pivotal Role in Promoting Transformation of Automobiles from Traditional Transportation to Intelligent Mobile Terminals Definition and Classification of Intelligent Cockpit Solution The intelligent cockpit solution refers to an integrated solution for automotive cockpits equipped with intelligent in-vehicle products and systems. It consists of hardware and software that encompass the main components of the intelligent cockpit. Through intelligent interaction between humans and the vehicle, it provides drivers and passengers with multimodal intelligent perception, interaction and an immersive digital automotive experience through its products and services. Classified by product types, the intelligent cockpit solution specifically includes intelligent cockpit domain control system, human-machine interaction (HMI) system and others. Intelligent cockpit domain control system, through a more centralized architecture, enables control of functions such as entertainment, navigation, air conditioning, seat adjustments and more, resulting in a more intuitive, efficient and responsive driving experience. HMI system provides products including cockpit infotainment system, driver information system, head-up display (HUD), streaming media rearview mirror and other relevant interior accessories. HMI system serves as an interface between users and intelligent cockpits. Other systems among the intelligent cockpit solution mainly include other cockpit electronic devices and related software. INDUSTRY OVERVIEW – 144 – --- page 155 --- Market Size of Intelligent Cockpit Solution Industry Driven by technological advancements, the global cockpit industry has evolved from mechanization to the electronic and intelligent stages. From 2020 to 2024, the market size of global intelligent cockpit solution industry increased from RMB148.1 billion to RMB322.2 billion. Driven by continuous advancements in intelligent cockpit technologies, the penetration rate of these products will further increase. It is projected that the global intelligent cockpit solution industry will reach RMB789.7 billion in 2029 at a CAGR of approximately 19.2% from 2025. The market size of global HMI system industry reached RMB220.2 billion in 2024, and is expected to increase to RMB460.1 billion in 2029, representing a CAGR of 15.5% from 2025. As vehicle E/E architecture continues to evolve, the shift from distributed to centralized “functional domain” architectures has become a key trend, which has led to the development of the intelligent cockpit domain control system. The market size of global intelligent cockpit domain control system reached RMB71.3 billion in 2024, and is expected to increase to RMB283.9 billion in 2029, representing a CAGR of 30.2% from 2025. Market Size of Intelligent Cockpit Solution Industry by Revenue (Global), 2020-2029E 2020 2021 2022 184.6 258.2 220.2 401.8 460.1 148.1 185.8 214.5 264.7 322.2 390.7 473.0 570.6 678.6 789.7 301.1 348.2 2023 2024 2025E 2027E 2028E 2029E2026E RMB Billion 0 200 100 300 500 400 600 800 700 22.4 30.1 52.3 71.3 98.8 135.0 182.4 233.8 283.9 24.5 24.7 27.8 30.7 33.7 36.9 40.1 43.0 45.7 159.8113.3 141.9 HMI System Intelligent Cockpit Domain Control System Others CAGR 2020-2024 Total Market Size 18.1% 54.8% 21.4% 8.2% 15.5% 7.9% 19.2% 30.2% CAGR 2025E-2029E 19.412.4 Note: The graph above refers to intelligent cockpit solutions for passenger vehicles. Source: Interviews with Industry Experts, Frost & Sullivan Promoted by leading intelligent cockpit technologies, the intelligent cockpit solutions industry in China has experienced rapid growth over the past few years. From 2020 to 2024, the market size of intelligent cockpit solution industry in China increased from RMB57.3 billion to RMB132.2 billion. According to Frost & Sullivan, it is estimated that the market size of intelligent cockpit solution industry in China will reach RMB316.9 billion by 2029, representing a CAGR of approximately 18.2% from 2025. INDUSTRY OVERVIEW – 145 – --- page 156 --- The market size of Chinese HMI system industry reached RMB88.9 billion in 2024, and is expected to increase to RMB180.7 billion in 2029, representing a CAGR of 14.3% from 2025. The market size of intelligent cockpit domain control system in China reached RMB32.2 billion in 2024, and is expected to increase to RMB119.1 billion in 2029, representing a CAGR of 28.0% from 2025. Market Size of Intelligent Cockpit Solution Industry by Revenue (China), 2020-2029E HMI System Intelligent Cockpit Domain Control System Others CAGR 2020-2024 Total Market Size 18.9% 55.5% 23.3% 10.9% 14.3% 8.8% 18.2% 28.0% CAGR 2025E-2029E 57.3 66.6 85.3 107.3 162.6 132.2 198.9 241.2 281.1 316.9 RMB Billion 2020 2021 2022 2023 2024 2025E 2027E 2028E 2029E 2026E 22.8 44.4 59.1 78.6 99.8 119.1 32.2 12.2 13.6 15.0 16.1 17.1 88.9 106.1 165.2 180.7 126.2 147.5 44.4 74.363.250.1 7.97.4 5.5 8.6 13.3 8.90 50 100 150 200 250 300 350 10.1 11.1 Note: The graph above refers to intelligent cockpit solutions for passenger vehicles. Source: Interviews with Industry Experts, Frost & Sullivan Market Drivers and Trends of Intelligent Cockpit Solution Industry Increasing Demands for Better Driving Experience Consumers’ desire for a higher quality of life and driving experience is accelerating the transformation of automotives from traditional transportation tools to mobile living spaces. This trend has created significant market development opportunities for intelligent cockpit solutions and related industry chains. An increasing number of consumers are inclined to choose NEVs equipped with diverse and high-performance intelligent cockpit systems, seeking the ultimate driving experience. The intelligent development of cockpits not only enhances the convenience and safety of driving but also provides passengers with a wide array of services and entertainment experience. INDUSTRY OVERVIEW – 146 – --- page 157 --- Upgrades of Intelligent Cockpit Products Driven by Emerging Technologies Intelligent cockpit solution providers are enhancing the HMI experience in mobile scenarios by deeply integrating interior design, safety information, entertainment systems and data. With the acceleration of technological innovation, intelligent cockpit solutions are evolving towards multi-screen collaboration, multimodal interaction and AI proactive interaction. Specifically, multi-screen collaboration technology improves information sharing and operational convenience. Multi-modal interaction includes various methods such as voice, gesture and touch, optimizing the flexibility and intuitiveness of user experience. Meanwhile, the intelligent cockpit deeply integrated with AI large language models is expected to further enhance the driving experience. In the future, the development of intelligent cockpits will center on user needs and experience, driven by specific scenarios to continuously meet consumers’ diverse demands for intelligent mobility. Competitive Landscape Analysis of Intelligent Cockpit Solution Industry The intelligent cockpit solutions industry is relatively fragmented, and industry competition is gradually shifting from single-product competition to integrated intelligent cockpit solutions. Leveraging advantages in technology, cost, supply chain management and services, Chinese companies are progressively gaining more influence in the global intelligent cockpit solution market. In 2024, the top five intelligent cockpit domain control system providers worldwide accounted for a total market share of 45.6%. The Company’s revenue in the global intelligent cockpit domain control system industry was RMB6.3 billion, with a market share of approximately 8.9%, ranked fourth globally. In 2024, the top five intelligent cockpit domain control system providers in China accounted for a total market share of 40.8%. The Company’s revenue in the intelligent cockpit domain control system industry in China was RMB2.1 billion, with a market share of approximately 6.5%, ranked second among all market participants in China. Top Five Providers in the Intelligent Cockpit Domain Control System Industry by Revenue (Global and China), 2024 Global China Ranking Revenue (RMB Billion)Company Market Share Company D 5.0 7.0% the Company 6.3 8.9% 2 Company C 7.2 10.1% 3 4 5 Company B 6.5 9.1% 1 Company A 7.5 10.5% CR5 32.5 Total 71.3 45.6% Ranking Revenue (RMB Billion)Company Market Share Company I 1.3 4.0% Company F 1.4 4.2% 2 the Company 2.1 6.5% 3 4 5 Company E 1.4 4.3% 1 Company C 7.0 21.7% CR5 13.1 Total 32.2 40.8% Source: Interviews with Industry Experts, Annual Reports of Listed Companies, Frost & Sullivan INDUSTRY OVERVIEW – 147 – --- page 158 --- Notes: Company A: The company was founded in 2000 and is listed on the Nasdaq Stock Market, primarily engaged in digital instrument clusters, automotive displays, infotainment systems, intelligent cockpit domain control systems and other related products. Company B: The non-listed company was founded in 1886, providing a comprehensive product portfolio encompassing infotainment systems, display and interaction systems, intelligent cockpit domain control systems and other related products. Company C: The company was founded in 1986 and is listed on the Shenzhen Stock Exchange, with a business focus on infotainment systems, automotive displays, HUDs, driver information systems, intelligent cockpit domain control systems and other related products. Company D: The company was founded in 1994 and is listed on the New Y ork Stock Exchange, with a business focus on integrated vehicle cockpit displays, navigation systems, domain control systems and other related products. Company E: The non-listed company was founded in 2018, primarily engaged in intelligent cockpit domain control systems and other related products. Company F: The company was founded in 2017 and is listed on the Nasdaq Stock Market, with a business focus on infotainment systems, intelligent cockpit domain control systems and other related products. Company I: The non-listed company was founded in 2014, with a focus on developing vehicle domain control systems, intelligent connectivity software and other related products. Overview of Global Intelligent Driving Solution Industry: Intelligent Driving has Come to the Stage of Large-Scale Application with High-Level ADAS at Hand Overview of Intelligent Driving Solution Industry An intelligent driving solution is an integrated system that assists people in controlling vehicles and ultimately achieves autonomous driving. It consists of hardware and software components that cover both the perception and decision-making layers of intelligent driving systems. Classified by products, intelligent driving solution typically includes radar sensors (e.g., millimeter-wave radars, ultrasonic radars, lidars), cameras (e.g., front view cameras, surround cameras), intelligent driving domain controllers and other relevant automotive electronics and supporting software. As one of the key hardware components in an intelligent driving solution, the intelligent driving domain controller is a core control unit responsible for managing and processing the vehicle’s intelligent driving functions. It integrates tasks such as vehicle perception, decision- making and execution into a single domain for centralized processing. The CCU is emerging as a core technology in the intelligent driving solution industry, gaining attention for its ability to centralize control functions into a high-performance computing platform. It integrates data from multiple domains, such as intelligent driving, intelligent cockpit and body control, enhancing system coordination and responsiveness. By processing real-time sensor data, the CCU ensures safe and efficient vehicle operation in diverse environments while providing the computational power needed for intelligent driving and rapid decision-making. Additionally, the CCU enables system optimization and functionality expansion through software updates, simplifying traditional distributed ECU systems and enhancing vehicle intelligence. INDUSTRY OVERVIEW – 148 – --- page 159 --- With the ongoing development of intelligent cockpit technologies and the evolution of centralized E/E architectures, there is a growing trend towards highly integrated cross-domain single-chip CCUs. This shift appears to be driven by the desire to reduce the number of ECUs, enhance data transmission efficiency, improve system response times and reducing power consumption, all while supporting the introduction of more advanced cockpit features. By integrating intelligent cockpit and driving functions into a single high-performance platform, these cross-domain CCUs can facilitate smoother interaction between navigation, entertainment and driver assistance systems, thereby contributing to a more cohesive in-vehicle experience. In addition, this shift poses new challenges for Tier 1 suppliers, as only those with deep expertise in multiple vehicle domains will be capable of delivering these complex solutions. As software-defined vehicles continue to evolve, the role of highly integrated CCUs in improving computing efficiency, scalability, and enabling OTA updates is likely to become increasingly significant, supporting the growth of smarter, safer, and more personalized vehicles. Market Size of Global and Chinese Intelligent Driving Solution Industry Intelligent driving solution industries in China and worldwide have grown rapidly, driven by advancements in technology, rising consumer demand for safer and more comfortable driving and supportive government policies. In 2024, the market size of intelligent driving solution industry by revenue reached RMB323.7 billion globally and RMB127.4 billion in China, and is projected to grow to RMB1,037.2 billion and RMB423.0 billion by 2029, with CAGRs of 22.7% and 23.2% from 2025, respectively. Intelligent driving domain controllers, as the core computational hubs for decision-making, represent the fastest-growing segment, driven by the automotive shift toward domain control and widespread adoption of intelligent driving features. The market size of intelligent driving domain controller industry reached RMB104.2 billion globally and RMB46.8 billion in China in 2024 and is expected to grow to RMB428.4 billion and RMB170.0 billion by 2029, accounting for nearly 40% of the intelligent driving solution market. Market Size of Intelligent Driving Solution Industry by Revenue (Global and China), 2020-2029E Market Size of Intelligent Driving Domain Controller Industry by Revenue (Global and China), 2020-2029E 0 200 400 600 800 1,000 1,200 2020 84.1 126.6 151.6 220.7 323.7 457.5 590.7 742.0 885.4 1,037.2 27.2 43.3 56.7 87.1 127.4 183.4 257.4 322.7 369.3 423.0 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E RMB Billion CAGR 2020-2024 40.1% 47.2% 22.7% 23.2% CAGR 2025E-2029E Global China 2020 3.6 14.1 26.5 63.5 155.8 202.6 272.6 343.9 428.4 1.4 5.0 9.8 25.1 71.8 104.2 46.8 95.0 120.4 140.9 170.0 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E CAGR 2020-2024 131.9% 140.4% 28.8% 24.0% CAGR 2025E-2029E Global RMB Billion China 0 50 150 100 200 250 300 400 450 350 Note: The graph above refers to intelligent driving solutions for passenger vehicles. Source: Interviews with Industry Experts, Frost & Sullivan INDUSTRY OVERVIEW – 149 – --- page 160 --- Market Drivers and Trends of Intelligent Driving Solution Industry “Drive-Park Integration” Speeding up Intelligent Driving Domain Controller Market Growth As the integration of ADAS functions continues to improve, intelligent driving domain controller with the functions of “Drive-Park Integration” have become the industry’s mainstream solution. This controller combines both driving and parking functions on a single platform, offering more efficient system integration and a smarter driving experience. This trend is not only driving the rapid development of automotive automation but also simplifying the software and hardware architecture, enhancing overall stability and user experience. CCU Driving the Integration Trend of Intelligent Driving Platforms In intelligent driving solutions, the CCU is becoming a core technological platform. With advanced computational power and multi-domain integration, it efficiently handles complex tasks and meets growing system integration demands. As automotive electronic architectures shift from distributed to centralized designs, the CCU will integrate intelligent driving, cockpits and connectivity, simplifying hardware, improving system performance and enabling cost-effective solutions through streamlining the E/E architecture. This accelerates the adoption of software-defined vehicle (SDA) architectures, paving the way for higher levels of intelligent driving. Competitive Landscape Analysis of Intelligent Driving Solution Industry The global intelligent driving solution market is highly fragmented due to the industry’s complexity and diversity. In recent years, a growing number of new entrants, including automobile manufacturers, auto parts suppliers and technology companies, have entered the intelligent driving solution industry. This influx of diverse players has led to a more fragmented and dynamic industry landscape. In 2024, there were thousands of companies in the intelligent driving solution market globally. With ongoing technological advancements, the complexity of perception, control and decision-making systems in intelligent driving continues to grow, alongside increasing information exchange and control integration with other vehicle systems. Leading companies possess R&D and mass production capabilities closely collaborating with automobile manufacturers to equip their products across various models. INDUSTRY OVERVIEW – 150 – --- page 161 --- Overview of Global Smart Connectivity Solution Industry: Smart Connectivity Technology is the Important Infrastructure for Enhancing Vehicle Intelligence Level and Realizing the Vision of “Third Living Space” Overview of Vehicle Smart Connectivity Solution The vehicle’s smart connectivity solution integrates smart connectivity technologies and services. Based on system-level collaborative perception, decision-making and control, smart connectivity solution provides key operational services such as smart connectivity, intelligent safety, smart mobility and intelligent maintenance, to deliver a safe, energy efficient, comfortable and efficient travel experience. In addition, it empowers automobile manufacturers with diversified services, including cloud-based vehicle management and big data analysis. Smart connectivity solution is a crucial foundation for the development of IoV , intelligent driving and intelligent transportation. Its overall architecture can be divided into several key layers, encompassing the collaborative operation of smart connectivity terminal layer, communication network layer, data processing and decision-making layer, cloud platform layer and external environment layer. Among the smart connectivity terminal layer, smart connectivity terminal is the communication core of the vehicle, integrating GPS and communication modules. Further, smart connectivity terminal interacts with the vehicle through the controller area network (CAN) bus, providing functions such as driving data collection, driving trajectory recording, vehicle fault monitoring and remote vehicle control. The smart connectivity terminal supports vehicle-to-everything (V2X) technology, including vehicle-to-vehicle (V2V), vehicle-to-infrastructure (V2I), vehicle-to-pedestrian (V2P) and vehicle-to-network (V2N) modes. Market Size of Global and Chinese Smart Connectivity Terminal Industry The 5G network features high speed and low latency. To meet the deployment needs of automobile manufacturers for 5G technology, smart connectivity terminal suppliers have been launching and mass-producing various advantageous 5G products since 2021. From 2020 to 2024, the market size of global smart connectivity terminal industry has increased from RMB16.3 billion to RMB26.0 billion. It is expected that the market size of global smart connectivity terminal industry will increase to RMB58.9 billion in 2029, at a CAGR of 18.4% from 2025. Smart connectivity terminal products in China have already achieved a high level of integration with 5G technology. From 2020 to 2024, the market size of Chinese smart connectivity terminal industry has increased from RMB5.2 billion to RMB11.5 billion. It is expected that the market size of Chinese smart connectivity terminal industry will increase to RMB22.0 billion in 2029, at a CAGR of 13.1% from 2025. INDUSTRY OVERVIEW – 151 – --- page 162 --- Market Size of Smart Connectivity Terminal Industry by Revenue (Global and China), 2020-2029E 2020 16.3 18.1 CAGR 2020-2024 CAGR 2025E-2029E – 8.2% 12.5% 56.5% -20.6% 18.4%Global T-box IndustryRMB Billion 18.0 18.7 18.3 23.5 21.9 26.0 22.3 30.0 21.6 35.7 19.5 41.7 16.8 51.2 58.9 12.1 8.6 50.339.0 25.0 16.18.43.7 60 40 30 20 10 0 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 0.1 5G T-box 4G T-box 0.4 1.6 50 2020 5.2 5.9 CAGR 2020-2024 CAGR 2025E-2029E – 13.6% 22.1% 36.3% -29.8% 13.1%China’s T-box Industry RMB Billion 5.8 7.0 6.7 10.0 8.7 11.5 8.6 13.4 7.6 15.7 6.3 18.0 4.9 20.2 22.0 3.4 1.8 16.8 20.113.19.45.82.9 25 20 15 10 5 0 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 0.1 5G T-box 4G T-box 0.3 1.3 Note: Smart connectivity terminal industry in the graph above only refers to smart connectivity terminals implemented in the passenger vehicles. Source: Interviews with Industry Experts, Frost & Sullivan Market Drivers and Trends of Smart Connectivity Solution Industry Application of Advanced Communication Technologies V2X technology enables real-time communication between vehicles, infrastructure, pedestrians and networks via cellular (C-V2X) or DSRC, supporting collaborative perception and safe driving. 5G-V2X, with its high bandwidth, low latency and massive connectivity, powers smart connected vehicles by facilitating V2V , V2I, V2P and V2N communication. It enables more complex driving scenarios, driven by national policies and growing manufacturer demand. The rise of 5.5G and 6G technologies will further enhance the industry’s innovation, offering a more stable, efficient and secure communication environment for connected vehicles. As the smart connectivity solution industry continues to advance, 5G-V2X connectivity solutions are increasingly becoming a key direction, supporting the development of more intelligent and coordinated transportation systems. In particular, the advent of 5G-A/5.5G smart connectivity is expected to play a pivotal role in the vehicle connectivity sector, offering even faster speeds, more reliable connections, and the ability to handle a higher volume of data. This will significantly benefit the deployment of real-time navigation and intelligent driving technologies, ensuring seamless communication between vehicles and external networks. With enhanced network reliability, 5G-A/5.5G will also support V2X communication on a broader scale, enabling safer, more intelligent road environments. The increasing adoption of these technologies is poised to transform the connected vehicle landscape, fostering innovation and further integrating vehicles into the smart city ecosystem. INDUSTRY OVERVIEW – 152 – --- page 163 --- Increasing Demand for Automotive Intelligence and IoV The focus of the IoV is gradually shifting from early infotainment functions to achieving smart capabilities in individual vehicles. Features such as over-the-air updates (OTA) and remote control (e.g., remote start, remote locking/unlocking) have become representative applications of the IoV . These functionalities also place increasing demands on the speed, bandwidth and stability of automotive communication networks, fueling the transition of vehicle communication technologies from 4G to 5G and accelerating the advancement of IoV technology. As the need for automotive intelligence continues to shape the evolution of the IoV , smart connectivity solution industry is positioned for significant growth. Evolution of the Smart Connectivity Terminals Driven by the rapid development of smart connectivity technologies and the growing emphasis by automobile manufacturers on OTA capabilities, the installation volume and penetration rate of smart connectivity terminals in passenger vehicles continue to rise. These terminals facilitate seamless communication between vehicles and external networks, enabling key functions such as remote control and real-time data transmission. As technology advances, the role of the smart connectivity terminal is evolving beyond a standalone communication module into a more sophisticated information and communication domain control system. This transformation simplifies the in-vehicle electronic architecture, making it more efficient and adaptable. It also enhances the system’s support for high-level ADAS, further propelling the development of smart connected vehicles. In addition, the future of communication modules is moving toward an integrated on-board solution, incorporating 5G, V2X, GNSS and Wi-Fi functions. This integration will enable real-time data transmission and processing, enhancing driving safety and comfort. Furthermore, integrated digital intelligent antennas will play a crucial role in optimizing signal transmission and reception. These antennas, capable of handling multiple signal types such as 4G/5G, GNSS and Wi-Fi simultaneously, will significantly improve communication reliability and coverage, ensuring stable and efficient connections for smart vehicles. Competitive Landscape Analysis of Smart Connectivity Terminal Industry The global smart connectivity terminal market is characterized by a relatively concentrated competitive landscape, with more than 50 existing companies in the industry, mainly covering products including 4G smart connectivity terminals and 5G smart connectivity terminals with different functionalities, such as high-precision positioning, V2X capabilities, smart antennas, etc. These features enable enhanced vehicle connectivity, real-time data processing and interaction with external systems, making smart connectivity terminals crucial components for smart connected vehicles. The competitive landscape of the global smart connectivity terminal industry is shaped by a combination of technological innovation, cost efficiency, strategic collaborations, regulatory compliance and the ability to deliver scalable, secure and future-proof solutions. Companies that can navigate these factors effectively will be well-positioned to lead in the growing market for smart connected vehicles. INDUSTRY OVERVIEW – 153 – --- page 164 --- Overview of Global New Energy Management System Industry: New Energy Management System Industry Lays the Indispensable Technological Foundation for NEV Development Definition and Classification of New Energy Management The automotive new energy management system is an integrated solution that collects and manages data from various subsystems within NEVs, and its main objective is to efficiently coordinate, allocate and control the energy usage within the vehicle’s power systems. The system typically consists of two major components: the battery management system (BMS) and on-board power electronics. These technologies are crucial in ensuring optimal performance, safety and energy efficiency of the vehicles.  Battery Management System (BMS): BMS is a core component of power batteries that ensures battery safety, improves durability, enhances performance and extends driving range. The system’s primary functions include balancing the battery’s charge, monitoring its health, estimating its state, diagnosing faults, managing the charging process and controlling thermal conditions.  On-board Power Electronics: On-board power electronics convert electrical energy between different voltage levels and frequencies, enabling the transmission of electrical power across various systems. On-board power electronics primarily consist of Boosters, DC/DC converters and on-board chargers (OBCs). They play a crucial role in ensuring efficient vehicle charging and addressing concerns such as range anxiety. Market Size of Global and Chinese BMS Industry Driven by rapid expansion of NEVs and advances in battery technology that require sophisticated management system, both the global and Chinese BMS market has seen significant growth from 2020 to 2024. The global BMS market size expanded from RMB4.0 billion in 2020 to RMB21.6 billion in 2024. According to Frost & Sullivan, the accelerated adoption of fast-charging technologies, the increasing integration of intelligent features in NEVs and ongoing innovations in BMS capabilities are expected to drive the growth of the global and Chinese BMS markets. The global BMS market size, in terms of revenue, is expected to reach RMB48.3 billion in 2029, achieving a CAGR of 15.1% from 2025. As the largest NEV market in the world, China is expected to maintain a stable market share of around 60% in the BMS industry, sustaining steady growth. INDUSTRY OVERVIEW – 154 – --- page 165 --- Market Size of BMS Industry by Revenue (Global and China), 2020-2029E 2020 27.5 34.4 39.9 44.4 48.3 4.0 7.4 12.2 16.7 21.6 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E CAGR 2020-2024 52.4% 15.1% CAGR 2025E-2029E Market Size of Global BMS Industry RMB Billion 0 5 10 15 20 25 30 35 40 45 50 22.7 26.3 29.0 31.3 1.7 3.8 6.8 9.9 13.9 18.2 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E CAGR 2020-2024 70.4% 14.6% CAGR 2025E-2029E Market Size of China’s BMS Industry RMB Billion 0 5 10 15 20 25 35 30 Note: BMS industry in the graph above only refers to BMS implemented in the NEVs. Source: Interviews with Industry Experts, Frost & Sullivan Market Size of Global and Chinese On-board Power Electronics Industry 800V high-voltage platform enables higher charging power, resulting in shorter charging times, while reducing energy loss and improving overall charging efficiency. Boosters were first applied in 2019 in Porsche’s 800V high-voltage platform and serve as a core component of high-power, high-voltage fast-charging solutions within power electronics. Meanwhile, DC/DC converters and OBCs remain essential components of on-board power electronics and are expected to undergo gradual upgrades in line with the trend toward smarter technologies, ensuring support for emerging electronic control needs. As a result, the global on-board power electronics market, in terms of revenue, is projected to increase to RMB148.8 billion in 2029, at a CAGR of 8.6% from 2025. The market size of global DC/DC converter and OBCs industries is expected to increase to RMB45.4 billion and RMB95.5 billion in 2029, respectively. The market size of global Boosters in terms of revenue is expected to reach RMB7.9 billion in 2029, at a rapid CAGR of 41.6% from 2025. INDUSTRY OVERVIEW – 155 – --- page 166 --- Market Size of On-board Power Electronics Industry by Revenue by Category (Global), 2020-2029E 150.0 100.0 50.0 0.0 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 6.80.0 0.1 0.1 0.3 1.0 2.0 4.3 6.0 7.9 11.7 23.1 13.4 23.2 26.9 32.2 37.6 45.4 45.9 45.4 39.3 48.2 57.6 67.4 85.8 91.6 95.536.5 62.6 75.5 90.8 107.0 135.5 2.9 43.1 77.2 123.2 143.5 148.8 18.5 Boosters DC/DC Converters On-board ChargersRMB Billion Total Market Size CAGR 2020-2024 CAGR 2025E-2029E 201.2% 47.6% 48.9% 48.8% 41.6% 4.8% 9.1% 8.6% Source: Interviews with Industry Experts, Frost & Sullivan Similar to the development trends in the global on-board power electronics market, the market size of the Chinese on-board power electronics industry is expected to increase to RMB85.2 billion in 2029, with a CAGR of 7.7% from 2025. As the world’s largest market for NEVs, the proportion of Chinese on-board power electronics market in the whole global market is projected to reach approximately 60% by 2029. Meanwhile, the trends of intelligent and electric vehicle technologies will drive the iterative upgrading of major products, with DC/DC converters and OBCs maintaining substantial market shares, projected to reach RMB28.1 billion and RMB54.2 billion, respectively in 2029. The market size of Boosters in China is expected to increase to RMB2.9 billion in 2029 with a CAGR of 41.3% from 2025. INDUSTRY OVERVIEW – 156 – --- page 167 --- Market Size of On-board Power Electronics Industry by Revenue by Category (China), 2020-2029E 100.0 0.0 20.0 60.0 80.0 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2.7 0.0 0.0 0.1 0.7 1.2 1.7 2.3 2.9 4.2 10.4 6.5 12.4 15.2 23.2 27.2 28.6 28.6 28.1 19.3 25.0 38.9 44.7 49.6 52.4 54.216.9 31.6 40.3 63.3 0.3 19.8 32.6 52.7 73.0 79.9 83.3 85.2 6.9 Boosters DC/DC Converters On-board ChargersRMB Billion Total Market Size CAGR 2020-2024 CAGR 2025E-2029E – 65.0% 66.4% 66.1% 41.3% 4.3% 8.6% 7.7% 40.0 Source: Interviews with Industry Experts, Frost & Sullivan Market Drivers and Trends of New Energy Management System Industry Rise of Fast-charging Technologies and High-V oltage Platforms In recent years, fast-charging technology has gained popularity from both NEV manufacturers and consumers due to its ability to dramatically reduce charging times. Within this context, the 800V high-voltage platform has emerged as a key technology for improving charging efficiency and addressing consumer concerns about driving range and charging time. The accelerated commercialization of the 800V high-voltage platform not only enhances the performance and user experience of electric vehicles but also drives new demand for new energy management systems. Continuous Demand for On-board Power Electronics As the industry progresses from 400V to 800V platform, the related supply chain is set to experience new growth opportunities. During this transition, it is crucial to ensure the seamless integration of both high- and low-voltage components. Consequently, the demand for on-board power electronics, such as Boosters and DC/DC converters, is expected to rise steadily in the coming years. These products play a vital role in voltage conversion and energy management, with their performance directly impacting electric vehicles’ charging efficiency, range and overall safety. To meet automobile manufacturers’ demands for higher voltage platforms, suppliers specializing in on-board power electronics are expected to increase their R&D investments, driving technological innovation to improve conversion efficiency and system stability. INDUSTRY OVERVIEW – 157 – --- page 168 --- Intelligent Development of New Energy Management Systems As the level of automotive intelligence continues to rise, the core technologies of new energy management systems, such as estimation techniques, balancing management and power conversion technologies, are increasingly integrating smart features. Estimation technology, as the core of the BMS, will lead to greater efficiency in battery applications, along with more precise control and state analysis of the battery core. The intelligence of balancing management is mainly reflected in the application of active balancing technology, which more effectively reduces loss discrepancies between batteries and systems. Power conversion technology, as the core of on-board power electronics, is trending toward lighter, more compact, highly efficient and integrated designs to support the application of new 800V high-voltage platforms. The active balancing capabilities of these systems will become the mainstream direction for future industry development. Development of High-power Wireless Charging Technology High-power wireless charging technology is also expected to be promoted and applied in the future, further improving the convenience of vehicle charging. High-power wireless charging systems, spanning wall-end, ground-end and vehicle-end solutions, utilize electromagnetic induction or resonant coupling to achieve efficient, cable-free energy transfer for electric vehicles. Currently, most of these systems remain in the research and experimental phases, with ongoing advancements in power efficiency, safety and standardization. As a cutting-edge technology, wireless charging eliminates the inconvenience of physical connectors, enhances charging automation and improves durability by reducing wear and tear. In the future, adoption of high-power wireless charging technology could enable seamless urban charging infrastructures, dynamic charging on highways and greater integration with smart grids, driving the next phase of electrified mobility with increased convenience and efficiency. Competitive Landscape Analysis of New Energy Management System Industry In the BMS market, the main participants include automobile manufacturers, battery manufacturers and independent third-party BMS suppliers. Automobile manufacturers and battery manufacturers participate in the BMS market through bundled offerings with vehicles or battery packs. In recent years, leading independent third-party BMS suppliers have gradually become important players in the BMS market, leveraging advantages in cost, economies of scale, process capabilities and professional experience. These suppliers are able to respond flexibly to the diverse demands of automobile manufacturers, rapidly accumulate technologies and solutions, effectively improve development efficiency and reduce costs. With the rapid expansion of the NEV market, cost control has become a core competitive factor. Independent third-party BMS suppliers, serving a wide range of downstream customers, enjoy significant economies of scale. Moreover, the continuous increase in the market penetration of NEVs and the growing specialization of the industrial chain will further drive improvements in efficiency and cost reduction. As a result, traditional automobile manufacturers undergoing transformation and emerging NEV OEMs are increasingly inclined to outsource the manufacturing of core NEV components to third-party suppliers with rich experience, resource advantages and cost benefits. In the future, the further development of the NEV industry will bring opportunities for independent third-party BMS suppliers. Meanwhile, these suppliers will also face increasingly intense market competition and technological challenges. INDUSTRY OVERVIEW – 158 – --- page 169 --- Overview of Global NEV Charging and Power Distribution System Industry The NEV charging and power distribution system market includes both external charging infrastructure, such as charging piles, and in-vehicle systems that manage power conversion and distribution within NEVs. The in-vehicle segment is further divided into in-vehicle charging system products (e.g., charging sockets, high-voltage charging harnesses, charging doors) and in-vehicle power distribution system products (e.g., BDUs, PDUs, EVCC). These systems are essential for ensuring charging efficiency, power safety, and reliable energy flow across NEVs. In 2024, the market size of NEV charging and power distribution system market reached RMB169.2 billion globally and RMB72.9 billion in China. In 2029, the global and Chinese markets are expected to grow to RMB427.2 billion and RMB170.5 billion, representing CAGRs of 20.0% and 17.2% from 2025, respectively. The global and Chinese NEV charging pile markets are expanding rapidly, driven by the accelerating adoption of NEVs, rising demand for fast charging, and supportive policy frameworks. In 2024, the market size of Global and Chinese charging pile industry reached RMB69.1 billion and RMB14.2 billion. Promoted by continued investment in fast charging, digitalized charging network management, and the integration of charging infrastructure with renewable energy and smart grid systems, it is expected that the global and Chinese markets will increase to RMB209.4 billion and RMB39.8 billion in 2029, representing CAGRs of 26.0% and 24.7% from 2025, respectively. Meanwhile, the global and Chinese NEV in-vehicle charging and power distribution system markets are witnessing robust growth, driven by the rapid electrification of vehicles, continuous technological innovation, and increasing demand for safe, efficient energy management for NEVs. In 2024, the market size reached RMB100.1 billion globally and RMB58.7 billion in China. In 2029, the global and Chinese markets are projected to grow to RMB217.8 billion and RMB130.8 billion, representing CAGRs of 15.4% and 15.3% from 2025, respectively. This expansion is fueled by the growing penetration of high-voltage platforms, the need for faster and more reliable charging, and the shift toward more integrated and intelligent in-vehicle energy architectures. Entry Barriers of Automotive Electronics Industry Customer Barrier Leading automotive electronics suppliers have established long-term partnerships with top-tier automobile manufacturers, built on years of collaboration, mutual trust and a deep understanding of customer needs. These incumbents possess rich industry expertise, allowing them to provide tailored solutions that align precisely with manufacturers’ specifications. For new entrants, breaking into these established supply chains is difficult due to the time required to build credibility, the challenge of meeting automobile manufacturers’ stringent quality standards and the reluctance of manufacturers to switch from proven suppliers. This creates a substantial customer barrier for new entrants. INDUSTRY OVERVIEW – 159 – --- page 170 --- Technology Barrier The development and production of automotive electronics demand expertise in advanced fields such as AI, algorithms, embedded systems and power electronics. Established suppliers continuously invest in R&D to maintain technological leadership and enhance their manufacturing processes with innovative techniques such as real-time diagnostics and AI-based analytics. For new entrants, acquiring the required technical expertise, infrastructure and highly skilled talent is both costly and time-intensive, creating a robust technology barrier to entry. With the growing demand for smart and electric vehicles in the automotive market, particularly in China, competition is intensifying. Automotive electronics suppliers are striving to capture market share by introducing innovative products, and those with advanced manufacturing and R&D capabilities are expected to gain a competitive edge in the future. Capital Barrier Automotive electronics suppliers operate in a capital-intensive industry that requires substantial financial resources to remain competitive. Investments are necessary for advanced R&D facilities and intelligent manufacturing equipment, and compliance with stringent regulatory and certification standards. In addition, automobile manufacturers require high production volumes, which necessitate the establishment of large-scale production facilities equipped with robust quality control systems. For new entrants, securing the capital needed to meet these demands presents a significant challenge, creating a formidable barrier to entry. Qualification Barrier The automotive electronics industry is highly regulated, with stringent certification requirements and compliance standards across different regions. For example, meeting ISO certifications, or specialized requirements such as network access licenses involves complex, time-consuming and costly processes. Leading suppliers have already established the necessary qualifications, while new entrants must invest heavily in acquiring certifications and building regulatory expertise, creating a significant qualification barrier. Customized Service Capability Barrier Automobile manufacturers increasingly demand highly tailored solutions that integrate both software and hardware to ensure seamless functionality and optimal performance. Leading suppliers meet these needs through advanced customization capabilities and proprietary technologies, such as software algorithms and hardware designs, developed through significant R&D investments. These capabilities create a strong barrier for new entrants, as developing comparable intellectual property and achieving the required level of customization expertise demands extensive time, financial resources and technical know-how. INDUSTRY OVERVIEW – 160 – --- page 171 --- OVERVIEW OF COCKPIT COMPONENTS Overview of Automotive Air Management System The automotive air management system market primarily refers to air vents used in vehicles, which play a key role in enhancing in-vehicle comfort and driving experience by ensuring optimal air flow and temperature. As vehicle intelligence and consumer expectations continue to rise, these systems have evolved from basic mechanical vents to electric vents that combine precise control, advanced sensing, and user-friendly interfaces. Driven by the rising demand for intelligent and user-friendly interior features, automotive air management systems are becoming an important component of vehicle interior quality. The global and Chinese automotive air management system markets are steadily expanding, supported by the growing demand for enhanced cockpit comfort and the continuous evolution of vehicle interior systems. In 2024, the global and China’s market size reached RMB7.9 billion and RMB2.6 billion. In 2029, these figures are projected to increase to RMB14.3 billion and RMB4.8 billion, respectively, reflecting a shift toward more intelligent automotive air management solutions. This growth is driven by the integration of additional functionalities, such as automated airflow adjustment, ambient lighting, and noise control. With the development of vehicle electrification and intelligent cockpit, automotive air management systems are transitioning from simple airflow devices to multifunctional components that contribute to a more personalized passenger experience. Overview of Automotive Decorative Trim Products The global automotive decorative trim product market is evolving alongside growing consumer demand for vehicle personalization and luxury. Automotive decorative trim products refer to components that enhance a vehicle’s aesthetic appeal and tactile experience, including door panels and central control panels, providing visual appeal, texture, and in many cases, protective functions. In recent years, the high-end segment of the decorative trim market has witnessed significant growth, driven by rising consumer expectations for personalization, premium experiences, and sustainable innovation. Premium decorative trim products increasingly incorporate upscale materials such as genuine wood, real aluminum, carbon fiber, natural stone, and mother-of-pearl. Some suppliers are also exploring environmentally friendly alternatives such as natural fiber composites, eco-friendly paper and film materials. As vehicle premiumization continues, particularly in China, where the share of passenger vehicles priced above RMB300,000 rose from approximately 10.8% in 2020 to nearly 14% in 2024, demand for premium decorative trim is expected to further grow. Meanwhile, the global shift toward smarter, electric, and more upscale vehicles is transforming decorative trim from a simple aesthetic feature into a core component of brand identity and user experience. INDUSTRY OVERVIEW – 161 – --- page 172 --- OVERVIEW OF ROBOTIC PARTS Intelligent robots, which include both industrial and service robots, represent a rapidly growing frontier in automation. Industrial robots, as a new type of service robot, are programmable, multi-axis mechanical arms widely used in manufacturing, while humanoid robots, a subset of service robots, mimic human form and movement, enabling complex interactions and mobility. The global market for intelligent robots has expanded from USD32.0 billion in 2020 to USD60.2 billion in 2024, representing a CAGR of 17.1%, and is projected to reach USD123.9 billion in 2029. Humanoid robots are gaining significant traction, with market size expected to surge from USD2.3 billion in 2025 to USD12.9 billion in 2029 at a CAGR of 54.4%. As intelligent robots advance toward industrialization, the demand for core components, such as robotic sensors, robotic power systems, and structural parts, is rising continuously. These components involve high design complexity and precision requirements, often leading to increased reliance on specialized suppliers for modular, high-quality manufacturing. Suppliers with deep expertise in automotive parts are well-positioned to meet this growing demand. Leveraging cross-domain capabilities in automotive parts, they can deliver robotic parts such as sensors, battery management systems, and intelligent control modules. Meanwhile, their experience in high-volume, high-reliability production for automotive applications translates directly into advantages in robotic parts manufacturing, enabling scalability, cost efficiency, and rapid product iteration. OVERVIEW OF AUTOMOTIVE MARKETS IN OVERSEAS COUNTRIES A number of countries experiencing strong growth in their automotive and auto-parts sectors have attracted investment interest from Chinese OEMs and component manufacturers.  Philippines: From 2020 to 2024, the Philippines maintained a GDP CAGR of over 6%, reflecting its status as a fast-growing emerging market in Southeast Asia. Strategically located near China and other ASEAN markets, the Philippines benefits from regional trade agreements such as the ASEAN Free Trade Area, which provide preferential tariff treatment. Its labor costs are approximately one-third of China’s, and the high level of English proficiency further enhances its attractiveness for international businesses. In 2023, the National Economic and Development Authority (NEDA) approved Executive Order No. 12, reducing import tariffs on certain electric vehicles and components from 5%-30% to 0% for five years. These advantages in cost structure, location, and policy support, are drawing increasing interest from Chinese OEMs and auto parts companies to invest in the Philippine market. In 2024, automotive sales volume in the Philippines reached 467.3 thousand units, marking a year-on-year growth of 8.7%. Japanese brands have traditionally dominated the local automotive market; however, in recent years, Chinese OEMs have been steadily expanding their presence, accelerating market penetration. INDUSTRY OVERVIEW – 162 – --- page 173 --- Encouraged by government policies promoting local automobile manufacturing, major Chinese OEMs have increased their investment in Philippines by establishing production facilities for both vehicles and auto parts. The industry also comprises a broad spectrum of global independent auto parts suppliers, which have established manufacturing facilities for automotive safety products and automotive electronic components. Foreign companies typically enter the Philippine auto parts market through wholly owned subsidiaries, joint ventures with local firms, or other strategic partnerships. The development of the local auto parts manufacturing sector has also driven export growth. In 2024, the Philippines’ automotive parts exports reached approximately USD1.2 billion.  Hungary: Hungary has recorded strong economic momentum over the past few years, with the CAGR of its GDP reaching nearly 9% from 2020 to 2024. As one of Europe’s core automotive manufacturing hubs, the automotive industry accounts for nearly one-third of Hungary’s total manufacturing output, with most of the production exported to other EU countries. Strategically located in Central Europe, Hungary provides direct access to the EU market and hosts numerous global leading OEMs, supported by a well-developed automotive supply chain. Since 2018, the government has supported foreign investment through its Foreign Direct Investment Act, offering policies such as financial subsidies, tax reductions and rental discounts. As a result, Hungary has attracted a growing number of Chinese OEMs and auto parts companies to establish a local presence, aiming to leverage its mature automotive ecosystem, favorable investment environment, and direct access to the broader EU market.  Morocco: Morocco has maintained over 6% GDP growth in recent years, supported by political stability and a favorable investment climate. As a North African country strategically located near Europe, Morocco has become a key exporter of automobiles to the European market. Since 2014, the Moroccan government has implemented industrial policies including the creation of automotive manufacturing zones, factory construction support, and production subsidies of up to 35%. These advantages have attracted an increasing number of Chinese OEMs and auto parts companies to expand their presence in Morocco, aiming to supply both the European and the EMEA markets.  Indonesia: Indonesia, the largest economy in Southeast Asia, has sustained a GDP CAGR of 7.2% from 2020 to 2024. Under Decree No. 6 issued by the Head of the Investment Coordinating Board, the government introduced a comprehensive policy package for the NEV sector-offering corporate tax breaks, reduced import tariffs, streamlined licensing, and secured raw material supply. These measures have encouraged Chinese OEM and auto parts companies to localize production and develop NEV models tailored to Indonesian market needs, improving delivery INDUSTRY OVERVIEW – 163 – --- page 174 --- efficiency. Increasingly, Chinese players are also positioning Indonesia as a regional supply chain hub, leveraging its strategic location and maritime access through key routes such as the Strait of Malacca to serve the broader ASEAN and Asia-Pacific markets.  Brazil: Brazil’s economy has achieved a compound GDP CAGR of 10% from 2020 to 2024. It is also the largest automotive market in Latin America. In January 2024, the government launched a tiered import tariff system for NEVs, gradually increasing rates to 35% to encourage local production. In the same year, Brazil introduced the updated federal “Green Rota 2030” program, officially known as “Mover,” which allocates up to BRL19 billion in tax incentives through 2028 to support sustainable development in the automotive sector. These policy shifts are driving Chinese OEMs and auto parts companies to deepen local integration by establishing manufacturing bases, forming joint ventures, and enhancing localized supply chains to meet domestic demand and expand further across Latin America. INDUSTRY OVERVIEW – 164 – --- page 175 --- PRC REGULATORY OVERVIEW We are mainly engaged in offering advanced products and solutions across the industry’s key areas mainly including automotive electronics and automotive safety. Our business operations are subject to extensive supervision and regulation by the PRC government. This section sets out a summary of the most important PRC laws, regulations and policies to which we are subject. REGULATIONS RELATING TO FOREIGN INVESTMENT Investment activities in China by foreign investors are principally regulated by (i) the Catalog of Industries for Encouraging Foreign Investment (ོᎸ̮ਠҳ༟ପุͦ፽‘) (the “Encouraging Catalog ”), (ii) the Special Administrative Measures for Access of Foreign Investment (݄(૶ఊ)‘) (the “ Negative List ”), each of which was promulgated and amended from time to time by the Ministry of Commerce of the PRC (the “MOFCOM ”) and the National Development and Reform Commission of the PRC (the “NDRC ”), and (iii) the Foreign Investment Law of the PRC (‘) (the “ Foreign Investment Law ”), which was adopted by the National People’s Congress on March 15, 2019, and became effective on January 1, 2020, as well as their respective implementation rules and ancillary regulations. Guidance Catalog of Industries for Foreign Investment The Encouraging Catalog and the Negative List lay out the basic framework governing foreign investment in China, classifying businesses into three categories, namely the “encouraged” category, the “restricted” category, and the “prohibited” category, based on the level of participation allowed to and conditions required of foreign investment. On October 26, 2022, the MOFCOM and the NDRC released the Catalog of Industries for Encouraging Foreign Investment (2022 V ersion) ( ོᎸ̮ਠҳ༟ପุͦ፽(2022و)‘) (the “Encouraging Catalog 2022 ”), which became effective on January 1, 2023 and replaced the previous Encouraging Catalog. On September 6, 2024, the MOFCOM and the NDRC released the Special Administrative Measures for Access of Foreign Investment (2024 V ersion) ( ̮ਠ ݄(૶ఊ) (2024و)‘) (the “ Negative List 2024 ”), which became effective on November 1, 2024 and replaced the previous Negative List. Any industry not listed on the Negative List 2024 is a permitted industry and generally accessible to foreign investment unless specifically prohibited or restricted by any PRC laws or regulations. Our principal business operations do not fall under the “encouraged” category in the Encouraging Catalog 2022, and do not fall under the “restricted” category or the “prohibited” category under the Negative List 2024. Our subsidiary is planning to conduct internet information service in the future, which falls under the restricted category under the Negative List 2024. REGULATORY OVERVIEW – 165 – --- page 176 --- The Foreign Investment Law The Foreign Investment Law is formulated to further expand the opening-up of the Chinese economy, vigorously promote foreign investment and safeguard the legitimate rights and interests of foreign investors. According to the Foreign Investment Law, a foreign investment means any foreign investor’s direct or indirect investment in China, including: (i) establishing foreign-invested enterprises (the “ FIEs ”) in China either individually or jointly with other investors; (ii) obtaining stock shares, stock equity, property shares or other similar interests in Chinese domestic enterprises; (iii) investing in new projects in China either individually or jointly with other investors; and (iv) making investment through other means provided by laws, administrative regulations or by the State Council of the PRC (the “ State Council ”). Foreign investments are entitled to pre-entry national treatment and are subject to the Negative List. The pre-entry national treatment means that the treatment accorded to foreign investors and their investments at the stage of investment access is not lower than that of domestic investors and their investments. The State implements special administrative procedures for access to foreign investment in specific fields and foreign investors shall not invest in any prohibited fields stipulated in the Negative List and shall meet the conditions stipulated in the Negative List before investing in any restricted fields. The investment, earnings and other legitimate rights and interests of a foreign investor within the territory of China shall be protected in accordance with the law, and all national policies supporting the development of enterprises shall apply equally to FIEs. The State guarantees that FIEs are able to participate in the formulation of standards in an equal manner and government procurement activities through fair competition in accordance with the law. The State shall not expropriate any foreign investment except under special circumstances. The State may levy or expropriate the investment of foreign investors in accordance with the law for the public interest. The expropriation and requisition shall follow legal procedures and timely and reasonable compensation shall be given. In business activities, FIEs shall comply with applicable rules and regulations on labor protection, social insurance, tax, accounting, foreign exchange and other matters prescribed by law. On December 26, 2019, the State Council promulgated the Implementation Regulations on the Foreign Investment Law (ૢԷ‘), which came into effect on January 1, 2020, and further requires that FIEs and domestic enterprises be treated equally with respect to policy making and implementation. On December 30, 2019, the MOFCOM and the State Administration for Market Regulation of the PRC (the “ SAMR ”) jointly issued the Measures for Reporting of Foreign Investment Information (‘) (the “ Foreign Investment Information Measures ”), which came into effect on January 1, 2020 and replaced the Interim Administrative Measures for the Record-filing of the Establishment and Modification of Foreign-invested Enterprises (‘). Starting from January 1, 2020, foreign investors and FIEs in the PRC shall submit information relating to their investment through the Enterprise Registration System and the National Enterprise Credit Information Publicity System established by the SAMR by submitting initial reports of REGULATORY OVERVIEW – 166 – --- page 177 --- establishment, reports on changes to the investment, reports on termination of the investment and annual investment reports in accordance with the Foreign Investment Information Measures. Where a foreign investor or a FIE fails to submit any required information or make any correction or resubmission when directed by the competent authority, it may be subject to a fine of up to RMB300,000 (or RMB500,000 in the event of serious violations). REGULATIONS RELATING TO OUR BUSINESS Regulations Relating to Intelligent Connected Vehicle According to the Opinions on Strengthening the Access Management of Intelligent Connected V ehicle Production Enterprises and Products (̋੶౽ঐၣᑌӛԓ͛ପΆุʿ จԈ‘) promulgated by the Ministry of Industry and Information Technology of the PRC (the “MIIT”) with immediate effect on July 30, 2021, intelligent networked automobile manufacturers shall enhance the automobile data security management capabilities and automobile network security capabilities; standardize the behavior of online upgrading of automobile products, ensure the security of online upgrading of automobile products, and automobile automatic driving functions shall not be added through online software upgrades or update without approval. Regulations Relating to Compulsory Product Certification According to the Administrative Regulations on Compulsory Product Certification (੶ ‘) promulgated by the General Administration of Quality Supervision, Inspection and Quarantine of the PRC (the predecessor of the SAMR) on December 3, 2001, which was recently amended by the SAMR on September 29, 2022 and became effective on November 1, 2022, the SAMR is in charge of the compulsory product certification nationwide, and the organization, implementation, supervision, administration and comprehensive coordination of the compulsory product certification of the whole country, while local market supervision and administration departments at or above the county level shall be responsible for the supervision and administration of compulsory product certification activities within their jurisdiction. Regarding products subject to compulsory product certification, China has issued a uniform catalog of products, uniform compulsory technical requirements, standards and compliance review procedures, uniform certification signs and uniform fee-charging standards. Producers, sellers and importers of products listed in the catalog shall entrust certification institutions designated by the SAMR to certify the products they produce, sell or import. If the products listed in the catalog leave the factory, sell, imported or be used in any business activities without certification, the relevant entity may be ordered by the local market supervision and management department to make corrections, and be fined between RMB50,000 and RMB200,000. If there is any illegal income, the illegal income will be confiscated as well. REGULATORY OVERVIEW – 167 – --- page 178 --- According to the Compulsory Product Certification Catalogue (Ⴉᗇͦ ፽‘) and the Description and Definition Table of Compulsory Product Certification Catalogue (‘) issued by the SAMR on April 21, 2020 and amended with immediate effect on August 10, 2023, vehicles and relevant safety accessories, such as automobile seat, seat belt, and seat headrest and some other products are subject to the aforementioned certification, and each may apply to various procedures. Regulations Relating to Telecommunications Terminal Equipment Pursuant to the Telecommunications Regulations of the PRC (ૢ Է‘) (the “ Telecommunications Regulations ”), which was promulgated by the State Council and became effective on September 25, 2000, and recently amended with immediate effect on February 6, 2016, the State Council has implemented a network access licensing system for telecommunications terminal equipment, radio communications equipment and interconnection equipment. Any telecommunications terminal equipment, radio communications equipment and interconnection equipment connecting to a public network must comply with the standards specified by the State Council and obtain a network access license. The list of telecommunications equipment subject to network access licensing shall be formulated, announced and implemented by the information technology administration department of the State Council jointly with the product quality supervision department of the State Council. The competent department of information industry of the State Council and telecommunications authorities of provinces, autonomous regions and cities under the direct control of the central government shall conduct supervision and examinations over the service quality and activities of the service providers and publish the result of their supervision and examinations. Regulations Relating to Value-added Telecommunications Services Pursuant to the Telecommunications Regulations, commercial operators of value-added telecommunications services must first obtain a value-added telecommunication business operating license from the MIIT or its provincial level counterparts. The Administrative Measures for Telecommunication Business Operating License (ุਕ຾ᐄ஢̙၍ଣ፬ ‘), promulgated by the MIIT with recently amendments becoming effective on September 1, 2017, set forth the types of licenses required for value-added telecommunications services and the qualifications and procedures for obtaining such licenses. Regulations Relating to Internet Information Service Internet information service is a type of value-added telecommunications service in the current catalog, the Catalog of Telecommunications Business (ุਕʱᗳͦ፽‘), attached to the Telecommunications Regulations, as last updated by the MIIT on June 6, 2019. Pursuant to the Administrative Measures on Internet Information Services (ਕ ‘), which was promulgated by the State Council on September 25, 2000, and amended on December 6, 2024 and became effective on January 20, 2025, “internet information services” refers to the provision of information through the internet to online REGULATORY OVERVIEW – 168 – --- page 179 --- users, and they are categorized into “commercial internet information services” and “non- commercial internet information services”. A commercial internet information services operator must obtain a value-added telecommunications services license for internet information services, which is known as an ICP License, from the relevant government authorities before engaging in any commercial internet information services operations, and an ICP License has a term of five years and can be renewed within 90 days prior to its expiration. An operator violating related laws due to failure in obtaining relevant business licenses will face penalties such as correction orders, warnings, fines, confiscation of illegal gains, and in case of severe circumstances, be ordered to suspend business for rectification. As of the Latest Practicable Date, our subsidiary Ningbo NESINEXT Information Technology Service Co., Ltd., holds an ICP License. Restrictions on Foreign Investment in Value-Added Telecommunications Services The Regulations for the Administration of Foreign-Invested Telecommunications Enterprises (‘) promulgated by the State Council on December 11, 2001, which was recently amended on March 29, 2022 and took effect on May 1, 2022, requires foreign-invested value-added telecommunications enterprises in China to be established as Sino-foreign joint ventures, and foreign investors shall not acquire more than 50% of the equity interest of such an enterprise. Moreover, the joint ventures must obtain approvals from the MIIT and the MOFCOM, or their authorized local counterparts, before launching the value-added telecommunications business in China. According to the Negative List 2024, the proportion of foreign investments in an entity engaging in value-added telecommunications business (excluding the e-commerce, domestic multi-party communications, storage-forwarding, and call centers) shall not exceed 50%. Pursuant to the Ministry of Information Industry’ s Notice on Strengthening the Administration of Foreign Investment in and Operation of V alue-added Telecommunications Services (‘), promulgated by the Ministry of Information Industry (the predecessor of the MIIT) with immediate effect on July 13, 2006, domestic value-added telecommunications enterprises were prohibited to rent, transfer, or sell licenses for value-added telecommunications services to foreign investors in any form, or provide any resources, premises, facilities, or other assistance in any form to foreign investors for their illegal operation of any value-added telecommunications business in China. Regulations Relating to Production Safety On June 29, 2002, the Standing Committee of the National People’s Congress (the “SCNPC ”) promulgated the Production Safety Law of the PRC (ʕശɛ͏΍ձ਷τΌ͛ପ ‘) (the “ Production Safety Law ”), which was recently amended by the SCNPC on June 10, 2021 and became effective on September 1, 2021. According to the Production Safety Law, enterprises that are engaged in production and business activities shall abide by the relevant laws and regulations concerning work safety, strengthen work safety management, establish REGULATORY OVERVIEW – 169 – --- page 180 --- and improve the all-staff work safety responsibility system and work safety rules and regulations, increase investment in funds, materials, technologies and personnel for work safety, improve the conditions for work safety, strengthen the standardized and information technology development of work safety, establish a dual prevention mechanism of graded management and control of safety risks and the screening and handling of hidden dangers, improve the risk prevention and resolution mechanism, and improve the level of work safety so as to ensure workplace safety. The safety facilities of a producer or business operator for engineering projects to be built, renovated or expanded shall be designed, constructed, and put into operation and use simultaneously with the principal part of the projects. Investments in safety facilities shall be included in the budgetary estimates for the construction projects. Any entity that fails to provide required production safety conditions is prohibited from engaging in production activities. According to the Safety of Special Equipment Law of the PRC (ʕശɛ͏΍ձ਷त၇ண ‘) promulgated by the SCNPC on June 29, 2013 and became effective on January 1, 2014, and the Regulations on Safety Supervision of Special Equipment (त၇ண௪τΌ္࿀ ૢԷ‘) promulgated by the State Council on March 11, 2003, which was amended on January 24, 2009 and took effect on May 1, 2009, a special equipment catalog shall be formulated by the department of the State Council that is in charge of the safety supervision and administration of special equipment. Entities using special equipment listed in the catalog shall use special equipment that has been issued the production license and passed inspection. An entity using special equipment shall, before or within thirty days after using special equipment, go through the registration with the safety supervision and administration of special equipment. The Regulations on Safety Management of Hazardous Chemicals (τΌ၍ଣ ૢԷ‘), which was promulgated by the State Council on January 26, 2002, and recently amended with immediate effect on December 7, 2013, specifies the relevant provisions for the safety administration of the manufacture, storage, use, operation and transportation of hazardous chemicals. “Hazardous chemicals” refer to hyper-toxic chemicals and other chemicals with the nature of toxicity, corrosion, explosion, flammability or combustion- supporting, etc., which are harmful to the human body, facilities and environment. It stipulates that an entity that manufactures, stores, uses, deals in or transports hazardous chemicals shall, among others, obtain licenses as required and establish and improve safety administration systems. Regulations Relating to Radiation Safety According to the Prevention and Control of Radioactive Pollution Law of the PRC (ʕ ‘), which was promulgated by the SCNPC on June 28, 2003 and came into effect on October 1, 2003, an entity producing, selling or using radioisotope and ray devices shall, in accordance with the relevant provisions of the State Council on prevention of radioactivity from the radioisotope and ray devices, apply to obtain a permit, and make registration accordingly. An entity producing, selling, using or storing radioactive sources shall set up a sound and safe security system, designate a special person to be responsible for the system, ensure the implementation of the system of liability for safety, and formulate the necessary measures for addressing emergencies in accidents. REGULATORY OVERVIEW – 170 – --- page 181 --- According to the Regulations on the Security and Protection of Radioisotope and Radioactive Ray Devices (ᇞༀໄτΌձԣᚐૢԷ‘) promulgated by the State Council on September 14, 2005 and recently amended with immediate effect on March 2, 2019, and the Measures for Administration of the Safety Licensing of Radioactive Isotopes and Radioactive Equipment (‘) promulgated by the Ministry of Environmental Protection of the PRC (the “ MEP”, which is the predecessor of the Ministry of Ecology and Environment of the PRC (the “ MEE”)) on January 18, 2006 and recently amended with immediate effect by the MEE on January 4, 2021, any entity producing, selling or using radioisotopes or radiation-emitting devices of different categories shall obtain a radiation safety license. As of the Latest Practicable Date, Ningbo Preh Joyson holds a Radiation Safety license for product flaw detection. REGULATIONS RELATING TO PRODUCT QUALITY According to the Product Quality Law of the PRC (‘) promulgated by the SCNPC on February 22, 1993 and recently amended with immediate effect on December 29, 2018, producers shall: (i) be responsible for the quality of the products they produce; (ii) not produce products that have been explicitly eliminated by the state; (iii) not forge the place of origin, forge or falsely use the name and address of another person’s factory; and not forge or fraudulently use quality marks such as certification marks; (iv) not produce or market adulterated products or use fake goods as genuine or sub-standard products as standard; and (v) ensure that the packaging quality of fragile, flammable, explosive, toxic, corrosive, radioactive and other dangerous goods, products that cannot be inverted during storage and transportation and other products with special requirements meets the corresponding requirements, and make warning signs or warning instructions in Chinese, or indicate matters needing attention during storage and transportation. If a defect in the product causes damage to the person or property of others, the victim may claim compensation from the producer of the product or from the seller of the product. Producers or sellers who produce or sell substandard products will be ordered to cease production and sales, the illegally produced or sold products will be confiscated, and a fine will be imposed. If there is any illegal income, the illegal income will also be confiscated. If the circumstances are serious, the business license shall be revoked. If a crime is constituted, criminal responsibility shall be investigated in accordance with law. According to the Civil Code of the PRC (Պ‘) promulgated by the NPC on May 28, 2020 and became effective on January 1, 2021, if a defect of a product causes damage to another person, the infringed person may claim compensation against the manufacturer or the seller of the product. If the infringer knows that the product is defective and still produces or sells it, or fails to take effective remedial measures in accordance with the provisions of the Civil Code of the PRC , resulting in the death of another person or serious damage to the health of another person, the infringed person shall be entitled to claim corresponding punitive damages. If a product is defective due to the fault of a third party, such as a transporter or warehouseman, and causes damage to another person, the producer or seller of the product shall have the right to recover compensation from the third party after making compensation to the infringed person. REGULATORY OVERVIEW – 171 – --- page 182 --- According to the Implementing Measures for the Administrative Regulations on the Recall of Defective Auto Products (Revised in 2020) (ج2020 ϋ ࠈࡌ)‘) promulgated by the SAMR with immediate effect on October 23, 2020, the manufacturers of automobiles and automobile trailers shall be responsible for recalling defective automobiles, and auto part manufacturers shall report information concerning defective automobiles to the SAMR and manufacturers of automobiles and automobile trailers. The SAMR and entrusted market regulatory departments shall have the power to conduct on-the-spot investigations on the premises of auto part manufacturers, and auto part manufacturers shall render assistance during a defective automobile investigation and furnish relevant information as required in the investigation. REGULATIONS RELATING TO CONSTRUCTION AND ENVIRONMENTAL PROTECTION According to the Urban and Rural Planning Law of the PRC (ඊ஝ ‘) which was promulgated by the SCNPC with effect from January 1, 2008 and recently amended with immediate effect on April 23, 2019, the Construction Law of the PRC (ʕശ ‘) which was promulgated by the SCNPC with effect from March 1, 1998 and recently amended with immediate effect on April 23, 2019, the Measures for Administration of Construction Permits for Construction Projects (ʈ஢̙၍ଣ፬ ‘) which was promulgated by the Ministry of Housing and Urban-Rural Development of the PRC on June 25, 2014 and recently amended with immediate effect on March 30, 2021, and the Regulation on Quality Management of Construction Projects (ணʈ೻ሯඎ၍ଣૢԷ‘) which was promulgated on January 30, 2000 and amended with immediate effect on April 23, 2019, the construction activities carried out in the built-up areas of cities, towns and villages as well as areas that must be under planning control for urban and rural construction and development shall be in compliance with the relevant requirements of the Urban and Rural Planning Law of the PRC . The construction entity shall obtain the construction land planning permit and the construction project planning permit from the competent department of urban and rural planning under the people’s government at the county level, and shall obtain the construction permit from the competent department of housing and urban and rural construction under the people’s government at municipal and county level or above of the place of the construction project before commencement of construction. After receiving the construction project completion report, the construction entity shall organize the entities of design, construction, project supervision and other relevant entities to complete the acceptance. According to the Regulations on the Administration of Approval and Filing of Enterprise Investment Projects (၍ଣૢԷ‘), which was promulgated by the State Council on November 30, 2016 and came into effect on February 1, 2017, projects related to national security, major productivity distribution, strategic resource development and major public interests are subject to approval management. The specific project scope, the approval authority and the approval power shall be implemented in accordance with the catalog of investment projects approved by the government. REGULATORY OVERVIEW – 172 – --- page 183 --- According to the Provisions on Administration of Investments in the Automotive Industry (‘), which was issued by the NDRC on December 10, 2018 and took effect on January 10, 2019, both automobile and other investment projects are subject to filing management by local development and reform authorities. According to the Environmental Protection Law of the PRC (ᚐ ‘) promulgated by the SCNPC on December 26, 1989, amended on April 24, 2014 and became effective on January 1, 2015, the Environmental Impact Assessment Law of the PRC (‘) promulgated by the SCNPC on October 28, 2002 and recently amended with immediate effect on December 29, 2018, the Regulations on the Administration of Environmental Protection for Construction Project (ᚐ၍ ଣૢԷ‘) promulgated by the State Council on November 29, 1998, which was amended on July 16, 2017 and became effective on October 1, 2017, the Administration Regulations on Record-filing of the Environmental Impact Registration Forms of Construction Projects (ܔ ‘) promulgated by the MEP on November 16, 2016 and came into effect on January 1, 2017, the Interim Measures on Environmental Protection Acceptance of Construction Projects (‘) promulgated by the MEP with immediate effect on November 20, 2017 and other relevant environmental laws and regulations, entities generating environmental pollution and other public hazards must incorporate environmental protection measures into their plans and set up a responsibility system of environmental protection. Construction projects shall go through the environmental impact assessment procedure accordingly. The construction projects which may have a significant impact on the environment shall prepare an environmental impact report with a full assessment of their impact on the environment while those projects which have a less severe environmental impact are required to prepare an environmental impact report regarding analysis or specific assessment of the environmental impacts, and those projects which have a slight impact on the environment are not required to conduct environmental impact assessment but need to complete the environmental impact registration form. Regulations Relating to Pollutant Discharge Permits According to the Regulations on the Administration of Pollutant Discharge Permits (ર Ϯ஢̙၍ଣૢԷ‘) promulgated by the State Council on January 24, 2021 and came into effect on March 1, 2021, enterprises, institutions and other producers and operators subject to pollutant discharge permit management should apply for and obtain pollutant discharge permits in accordance with the provisions of the regulations. Those who have not obtained pollutant discharge permits are not allowed to discharge pollutants. According to the Classified Management Catalog of Pollutant Discharge Permits for Stationary Sources of Pollution (2019 Edition) (๕રϮ஢̙ʱᗳ၍ଣΤ፽(2019 ϋ و)‘) promulgated by the Ministry of Ecology and Environment on December 20, 2019 and became effective on the same day, a pollutant discharge entity subject to registration management is not required to apply for a pollutant discharge permit. It shall fill in the pollutant discharge registration form on the management information platform of state pollutant discharge permits, and register its basic information, pollutant discharge route, pollutant discharge standards implemented, pollution prevention and control measures adopted, and other information. REGULATORY OVERVIEW – 173 – --- page 184 --- REGULATIONS RELATING TO THE IMPORT AND EXPORT OF GOODS AND TECHNOLOGY According to the Foreign Trade Law of the PRC (‘) promulgated by the SCNPC on 12 May 1994, which was recently amended with immediate effect on 30 December 2022, and the Notice of the Department of Enterprise Management and Inspection on Matters Related to the Record-filing of Consignors and Consignees of Import and Export Goods (‘) published by the General Administration of Customs of the PRC with immediate effect on January 3, 2023, if consignors and consignees of import and export goods apply for record-filing, they shall obtain the market entity qualification and are not required to obtain the record-filing of foreign trade business operators. For technologies that fall under the category of free import and export, the contract record-filing and registration formalities shall be handled with the foreign trade department in charge under the State Council or the institutions entrusted by it. REGULATIONS RELATING TO OVERSEAS INVESTMENT The Measures for Overseas Investment Management (‘) was promulgated by the MOFCOM on March 16, 2009, which was amended on September 6, 2014 and came into effect on October 6, 2014. As defined therein, overseas investment means that the enterprises legally incorporated in the PRC own the non-financial enterprises or obtain the ownership, control and operation management rights of the existing non-financial enterprises in foreign countries through incorporation, merger and acquisition and other means. If the overseas investments involve sensitive countries and regions or industries, they shall be subject to the approval of competent authorities. For other overseas investments, they shall be subject to filing administration. The Administrative Measures for Outbound Investment by Enterprises (Άุྤ̮ҳ༟ ‘) was promulgated by the NDRC on December 26, 2017 and came into effect on March 1, 2018. As defined therein, overseas investment means any investment activities in which a domestic enterprise of the PRC obtains ownership, control, operation and management rights and other relevant interests directly or through its controlled overseas enterprise by contributing asset and/or interest or providing financing and/or guarantee. To conduct overseas investment, certain procedures shall be compiled with, including approval and record-filing of overseas investment projects, reporting relevant information and cooperating with the supervision and inspection. The NDRC promulgated the Catalog of Sensitive Sectors for Outbound Investment (2018 Edition) (ྤ̮ҳ༟ઽชБุͦ፽(2018و)‘) on January 31, 2018 and came into effect on March 1, 2018, to list the current sensitive industries in detail. According to (i) the Foreign Exchange Administration Rules on Outbound Direct Investment of the PRC Organizations (‘) promulgated by the State Administration of Foreign Exchange (the “ SAFE ”) on July 13, 2009 and became effective on August 1, 2009 and (ii) the SAFE Notice of the Policies on Further Simplifying and Improving the Foreign Exchange Administration of Direct Investment (׵ REGULATORY OVERVIEW – 174 – --- page 185 --- ‘) promulgated on February 13, 2015 and became effective on June 1, 2015, which was partially abolished by the SAFE, a PRC enterprise which has completed the approval or filing procedures at the outbound investment regulatory authorities shall make the registration with SAFE through its designated banks in connection with its outbound direct investment and obtain a corresponding SAFE registration certificate. With the approval or filing certificate issued by the outbound investment regulatory authorities and the SAFE registration certificate, the PRC enterprise can remit funds outside the PRC through the designated banks for the purpose of outbound direct investment. In the event of changes to certain basic information of the offshore company registered at SAFE’s system, the PRC enterprise shall make the alteration registration with SAFE through its designated banks. Pursuant to the Notice on Issues concerning Foreign Exchange Control Pertaining to Overseas Listing (‘), promulgated by the SAFE with immediate effect on December 26, 2014, domestic companies listed overseas shall submit the registration documents for their overseas listings to domestic banks to open designated foreign exchange accounts regarding their initial or follow-on offerings and share repurchases, and handle the exchange, transfer and remittance of relevant funds through such designated accounts, and the proceeds raised from overseas listings of a domestic company may be remitted into the PRC or deposited overseas, and the use of such proceeds shall be consistent with those set out in the prospectus or other publicly disclosed documents such as the corporate bonds offering documentations, board resolutions or shareholders’ resolutions. On May 23, 2025, the People’s Bank of China and the SAFE issued the Notice of the Management of Funds Raised by Overseas Listings of Domestic Enterprises (Draft for Comments) (ٝ (ᅄӋจԈᇃ)‘), with a deadline of June 22, 2025 for feedback. On the date of formal implementation of the Draft for Comments, the Notice on Issues concerning Foreign Exchange Control Pertaining to Overseas Listing will be abolished. REGULATIONS RELATING TO LABOR, SOCIAL INSURANCE AND HOUSING PROVIDENT FUND Labor Contract According to the Labor Contract Law of the PRC (‘) promulgated by the SCNPC on June 29, 2007, which was and recently amended on December 28, 2012 and became effective on July 1, 2013, and the Implementation Rules of the Labor Contract Law of the PRC (ૢԷ‘) promulgated by the State Council with immediate effect on September 18, 2008, a written employment contract shall be entered into to create an employment relationship. If an employer fails to enter into a written employment contract with an employee within one year from the date on which the employment relationship is created, the employer must enter into a written employment contract with the employee and pay the employee an amount equal to twice such employee’s salary for the period from the day following the lapse of one month from the date of the creation of the employment relationship to the day prior to the execution of the written REGULATORY OVERVIEW – 175 – --- page 186 --- employment contract. These rules also require compensation to be paid by the employer in certain events as a result of the termination. In addition, if an employer intends to enforce a non-compete provision in an employment contract or non-competition agreement with an employee, it has to compensate the employee on a monthly basis during the term of any restrictive period after the termination or expiry of the labor contract. In most cases, employers are also required to provide severance payment to their employees after their employment relationships are terminated. Social Insurance and Housing Provident Fund According to the Social Insurance Law of the PRC (‘) promulgated by the SCNPC on October 28, 2010 and amended with immediate effect on December 29, 2018, the Administrative Regulations on Housing Provident Fund (ʮጐ ၍ଣૢԷ‘) promulgated by the State Council on April 3, 1999 and recently amended with immediate effect on March 24, 2019 and the Provisional Regulations on Collection and Payment of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБૢԷ‘) promulgated by the State Council on January 22, 1999 and amended with immediate effect on March 24, 2019, a domestic enterprise shall pay a premium for basic pension insurance, unemployment insurance, maternity insurance, work injury insurance, basic medical insurance and housing provident fund for its employees at an appropriate percentage based on the amounts stipulated by the laws. Employers who fail to promptly contribute social insurance premiums in full amount shall be ordered by the social insurance premium collection agency to make or supplement contributions within a stipulated period, and shall be subject to a penalty for late payment from the due date at the rate of 0.05% per day; where payment is not made within the stipulated period, the relevant administrative authorities shall impose a fine ranging from one to three times the amount of the amount in arrears. And if the employer fails to pay the housing fund within the prescribed time, it may be ordered to pay within a certain period of time, and if it still fails to pay, compulsory enforcement by the court can be applied. According to the Opinions of the Office of the State Council on Comprehensively Promoting the Implementation of the Merger of Maternity Insurance and the Basic Medical Insurance for Employees (ᎈΥԻྼ จԈ‘) which was promulgated by the State Council with immediate effect on March 6, 2019, the PRC facilitates the incorporation of maternity insurance fund into basic medical insurance fund of employees for unified payment. According to the Urgent Notice on Implementing the Spirit of the Executive Meeting of the State Council and Effectively Doing a Good Job in Stabilizing the Collection of Social Insurance Premiums (ღ௅ ‘) which was promulgated by the Ministry of Human Resources and Social Security with immediate effect on September 21, 2018, it is strictly prohibited to independently organize centralized collection and clearance of enterprises’ historical arrears of social insurance premiums. Those that have already carried out centralized collection and clearance should immediately correct it and properly handle the follow-up work. REGULATORY OVERVIEW – 176 – --- page 187 --- REGULATIONS RELATING TO INTELLECTUAL PROPERTY Patent According to the Patent Law of the PRC (‘), which was promulgated by the SCNPC on March 12, 1984 and recently amended on October 17, 2020 and became effective on June 1, 2021, and the Implementation Rules of the Patent Law of the PRC (‘), promulgated by the State Council on June 15, 2001, which was recently amended on December 11, 2023 and became effective on January 20, 2024, the patent administrative department under the State Council is responsible for the administration of patent-related work nationwide and the patent administration departments of the provincial, autonomous regions or municipal governments are responsible for the administration of patents within their respective administrative areas. They provide for three types of patents, namely “inventions,” “utility models” and “designs”. Invention patents are valid for twenty years, utility model patents are valid for ten years and design patents are valid for fifteen years, in each case from the date of application. The Chinese patent system adopts a “first come, first file” principle, which means that where more than one person files a patent application for the same invention, a patent will be granted to the person who files the application first. An invention or a utility model must possess novelty, inventiveness and practical applicability to be patentable. Third Parties must obtain consent or a proper license from the patent owner to use the patent. Otherwise, the unauthorized use constitutes an infringement on the patent rights. Trademark According to the Trademark Law of the PRC (‘) promulgated by the SCNPC on August 23, 1982, which was recently amended on April 23, 2019 and became effective on November 1, 2019, the Trademark Office of the State Administration for Industry and Commerce Authority (the predecessor of the SAMR), under the State Council is responsible for the registration and administration of trademarks in China. The SAMR has established a Trademark Review and Adjudication Board for resolving trademark disputes. Registered trademarks are valid for 10 years from the date the registration is approved. A registrant may apply to renew a registration within 12 months before the registration expiration date. If the registrant fails to apply in a timely manner, a grace period of 6 additional months may be granted. If the registrant fails to apply before the grace period expires, the registered trademark shall be deregistered. Renewed registrations are valid for 10 years. On April 29, 2014, the State Council issued the revised Implementing Regulations of the Trademark Law of the PRC (ૢԷ‘), which specifies the requirements for the application of trademark registration and renewal. REGULATORY OVERVIEW – 177 – --- page 188 --- Copyright On September 7, 1990, the SCNPC promulgated the Copyright Law of the PRC (ʕശ ‘) (the “ Copyright Law ”), which was recently amended on November 11, 2020. The latest amendment took effect on June 1, 2021 and extends copyright protection to internet activities, products disseminated over the internet and software products. In addition, there is a voluntary registration system administered by the Copyright Protection Centre of China. According to the Copyright Law, Chinese citizens, legal persons and organizations shall own copyright to their copyrightable works, regardless of whether such works are published or not, which include, among others, works of literature, art, natural science, social science, engineering technology and computer software. Copyright owners enjoy certain legal rights, including the right of publication, right of authorship and right of reproduction. An infringer of copyrights shall be subject to various civil liabilities, which include ceasing infringement activities, apologizing to the copyright owners and compensating the loss of copyright owner. An infringer of copyrights may also be subject to fines and/or administrative or criminal liabilities under certain circumstances. In order to further implement the Regulations on Computer Software Protection (ၑ ᚐૢԷ‘), promulgated by the State Council on June 4, 1991, which was recently amended on January 30, 2013 and became effective on March 1, 2013, the National Copyright Administration issued the Measures for the Registration of Computer Software Copyright (‘) on February 20, 2002, which specifies detailed procedures and requirements with respect to the registration of software copyrights. Domain Names According to the Administrative Measures for Internet Domain Names (ʝᑌၣਹΤ၍ ‘) promulgated by the MIIT on August 24, 2017 and became effective from November 1, 2017, the establishment of domain name root servers and domain name root server operation institutions, domain name registration management institutions and domain name registration service institutions within the territory of the PRC shall obtain permission from the MIIT or the communications administration department of the province, autonomous region or municipality directly under the Central Government. The principle of “first come, first served” applies to domain name registration services. The Notice of the Ministry of Industry and Information Technology on Regulating the Use of Domain Names in Internet Information Services (‘), which was promulgated by the MIIT on November 27, 2017 and came into effect on January 1, 2018, stipulates the obligations of Internet information service providers and other entities to combat terrorism and maintain network security. REGULATORY OVERVIEW – 178 – --- page 189 --- REGULATIONS RELATING TO THE EIT AND V ALUE-ADDED TAX According to the EIT Law recently amended by the SCNPC and became effective on December 29, 2018, and the Implementation Rules of the Enterprise Income Tax Law of the PRC (ૢԷ‘) recently amended by the State Council on December 6, 2024, an enterprise which is established within the PRC in accordance with the laws or established in accordance with any laws of the foreign country (region) but with an actual management entity within the PRC shall be regarded as a resident enterprise. A resident enterprise shall be subject to an EIT of 25% of any income generated within or outside the PRC. Preferential enterprise income tax is granted to industries and projects that are supported and encouraged by the country. For high and new technology enterprises that need the support of the country are entitled to enjoy the reduced enterprise income tax rate of 15%. According to the Interim Regulations of the PRC on V alue-Added Tax (ʕശɛ͏΍ձ ೼ᅲБૢԷ‘) promulgated by the State Council on December 13, 1993, and recently amended with immediate effect on November 19, 2017, and the Detailed Rules for the Implementation of the Provisional Regulations of the PRC on V alue-added Tax (ʕശɛ͏΍ ‘) which was promulgated by the Ministry of Finance on December 25, 1993, which was and recently amended on October 28, 2011 and became effective on November 1 2011, all enterprises and individuals that engage in the sale of goods, the provision of processing, repair and replacement services, sales of service, intangible assets and real estate and the importation of goods within the territory of the PRC shall pay value-added tax at the rate of 17%, except when specified otherwise. 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 of the PRC on V alue-Added Tax will be abolished. REGULATIONS ON SECURITIES AND OVERSEAS LISTINGS Securities Laws and Regulation The Securities Law, which was promulgated by the SCNPC on December 29, 1998, and was recently amended on December 28, 2019 and took effect on March 1, 2020, comprehensively regulating activities in the mainland China securities market including issuance and trading of securities, takeovers by listed companies, securities exchanges, securities companies and the duties and responsibilities of securities regulatory authorities, etc. The Securities Law further regulates that a domestic enterprise issuing securities overseas directly or indirectly or listing their securities overseas shall comply with the relevant provisions of the State Council and for subscription and trading of shares of domestic companies using foreign currencies, detailed measures shall be stipulated by the State Council separately. The CSRC is the securities regulatory body set up by the State Council to supervise and administer the securities market according to law, maintain order in the market, and ensure the market operates in a lawful manner. Currently, the issue and trading of H shares are principally governed by the regulations and rules promulgated by the State Council and the CSRC. REGULATORY OVERVIEW – 179 – --- page 190 --- Overseas Listing On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (ྤʫΆุྤ̮೯БᗇՎձ ‘) and circulated five supporting guidelines (collectively, the “ Filing Rules ”), which has become effective on March 31, 2023. The Filing Rules has comprehensively improved and reformed the regulatory regime for overseas offering and listing of the PRC domestic companies’ securities and regulate both direct and indirect overseas offering and listing of the PRC domestic companies’ securities by adopting a filing-based regulatory regime. The Filing Rules apply to all overseas equity financing and listing activities of PRC domestic companies, including initial and follow-on offerings of shares, depository receipts, convertible corporate bonds, or other equity instruments and trading of securities in overseas market. We submitted the filling materials to the CSRC on January 18, 2025, within the statutory requirement of 3 working days following the A1 submission, in compliance with the Filing Rules. The Filing Rules provides that no overseas offering and listing shall be made under any of the following circumstances: (i) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) the domestic company intending to make the securities offering and listing, or its controlling shareholders and the actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company intending to make the securities offering and listing is suspected of committing crimes or major violations of laws and regulations, and is under investigation according to law and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the domestic company’s controlling shareholder or by other shareholders that are controlled by the controlling shareholder and/or actual controller. Additionally, the Filing Rules stipulates that after an issuer has offering and listing securities in an overseas market, the issuer shall submit a report to the CSRC within 3 working days after the occurrence and public disclosure of (i) a change of control thereof; (ii) investigations of or sanctions imposed on the issuer by overseas securities regulators or relevant competent authorities; (iii) changes of listing status or transfers of listing segment; and (iv) a voluntary or mandatory delisting. Overseas offering and listing by domestic companies shall be made in strict compliance with relevant laws, administrative regulations and rules concerning national security in spheres of foreign investment, cybersecurity, data security and etc., and duly fulfill their obligations to protect national security. On February 24, 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 (̋੶ ‘), which has become effective on March 31, 2023. Pursuant to the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by REGULATORY OVERVIEW – 180 – --- page 191 --- 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. OTHER REGULATIONS Information Disclosure A listed company shall establish a sound information management system in accordance with the regulatory requirements of the securities authorities, market practice, its specific circumstances, and the general information disclosure requirements for listed companies, such as the Administrative Measures for the Disclosure of Information of Listed Companies (ɪ ‘) promulgated by CSRC on January 30, 2007, which was most recently amended on March 26, 2025 and became effective on July 1, 2025. EU REGULATORY OVERVIEW This section summarizes certain laws and regulations of the European Union (“ EU”) that are of specific relevance for automotive suppliers, particularly in the areas of product safety, product liability and data privacy. It is intended to provide a general overview and not to provide a complete or exhaustive description of all relevant EU regulations applicable to automotive suppliers. It is important to distinguish between so-called EU regulations, which are directly applicable to the member states, and EU directives, which are not directly applicable or enforceable in the member states but must be implemented by each member state. Accordingly, there may be varying legal requirements in each member state. In particular, the general framework for most consumer protection legislation within the EU is based on EU legislation but implemented and mostly enforced at the national level. The requirements in EU member states are not described in this section. The scope of this overview is limited to EU law and regulations, national law is not considered. Law Relating to Product Safety Within the EU, there are directives and regulations that contain rules on product safety in general as well as those that relate specifically to the automotive sector. REGULATORY OVERVIEW – 181 – --- page 192 --- Among EU laws applicable to product safety, Regulation (EU) 2018/858 governs the type-approval and market surveillance of motor vehicles and their components, systems and separate technical units within the European Union. It ensures that the vehicle and its components, systems and separate technical units meet strict safety and environmental standards before being sold in the EU. Thus, each component requires a type-approval before it can be placed on the market. Furthermore, manufacturers are responsible that their products have been manufactured and approved in accordance with the requirements laid down in this Regulation, some of which also refer to UN/ECE regulations, e.g. on the requirement for airbags. The Regulation prevents the sale of non-compliant parts. Authorities are authorized to conduct tests and inspections to verify compliance. Manufacturers must keep detailed documentation for all approved components to ensure traceability and accountability throughout the supply chain. The regulation also allows for the involvement of independent testing organizations to assess compliance. If a part is found to be non-compliant after it enters the market, manufacturers may be required to recall or modify the product; fines up to EUR 30,000.00 per vehicle or component may be imposed. Regulation (EU) 2019/2144 on type-approval requirements for motor vehicles and their trailers, and systems, components and separate technical units intended for such vehicles, as regards their general safety and the protection of vehicle occupants and vulnerable road users complements Regulation (EU) 2018/858 by adding and extending detailed safety standards for new vehicle technologies and their components, focusing on improving the protection of road users and preventing accidents. Manufacturers are obliged to ensure that vehicles, components or systems also comply with the safety requirements of this Regulation. In addition, Regulation (EU) 2019/1020 and 2023/988 contain rules on market surveillance and product safety in the EU in general. These Regulations are also applicable on the automotive sector but have a subsidiary function and are subordinate to special regulations such as Regulation (EU) 2018/858 or Regulation (EU) 2019/2144. Regulation (EU) 2019/1020 on market surveillance and compliance of products defines obligations for manufacturers, distributors and authorities in general. The purpose is to ensure a high level of protection of all public interests, in particular health, safety in general and environmental protection. Regulation (EU) 2023/988 defines general safety requirements for products in the EU. Main obligations of manufacturers under this Regulation are: ensure products are safe by design; carry out internal risk analyses and draw up relevant technical documentation; act immediately and inform national authorities through the Safety Business Gateway, if they believe a product on the market is dangerous; share information on accidents; provide essential product safety and traceability information on products or their packaging; provide contact details to receive complaints, investigate them and keep an internal register of complaints received. Since December 13, 2024, the Product Safety Regulation (EU) 2023/988 applies directly in all Member States and it has harmonized market surveillance, accreditation, conformity assessment and CE marking for products. It aims to guarantee a high level of consumer protection. All economic operators (retailers, manufacturers of products, importers, distributors and fulfilment service providers, as well as providers of online marketplaces) are now explicitly obliged to place or make available on the market only REGULATORY OVERVIEW – 182 – --- page 193 --- products that are safe. A product is presumed safe if it conforms to the relevant European standards the references of which have been published in the Official Journal, or in the absence of such standards, to national statutory requirements, provided that these are in compliance with EU law. The regulation has established a single market surveillance regime, which will apply to all products. If a product has proven to be unsafe, economic operators must immediately adopt corrective measures and inform market surveillance authorities and consumers. If a product must be recalled, consumers will be entitled either to have it repaired or replaced or to be refunded. Directive 2013/29/EU sets out special regulations for pyrotechnic articles and is applicable in the automotive sector in particular for safety devices in vehicles which contain pyrotechnic substances such as gas generators used in airbags or in seatbelt pretensioners. It imposes restrictions on the trade of pyrotechnic articles for vehicles and contains obligations for manufacturers: Manufacturers must ensure that their pyrotechnic products, including airbags, comply with safety requirements and undergo a conformity assessment procedure before being placed on the market, along with providing a technical documentation and EU declaration of conformity. They are also responsible for keeping records of compliance for 10 years, conducting ongoing monitoring and testing, ensuring proper labeling and safety instructions, and taking corrective actions, including recalls, if non-compliance or safety risks are identified. Furthermore, pyrotechnic articles for vehicles must be labeled in a specific way. Law Relating to Product Liability The Directive 85/374/EEC on product liability establishes the principle of liability without fault applicable to European producers. The Directive was introduced to create a uniform system of strict liability of manufacturers for damage caused by defective products within the EU. It stipulates that manufacturers are liable for personal injury and damage to property caused by a defective product, whereby the term “damage” includes both bodily injury and damage to other property that is not the defective product itself. The manufacturer’s liability may be excluded, e.g. if he can prove that the defect was not apparent, or it complied with mandatory regulations at the time the product was placed on the market or if the defect could not have been detected according to the state of the art in technology. The manufacturer’s liability cannot be limited or excluded in advance by contractual agreements. There is a maximum liability of at least EUR70,000,000.00 depending on the implementation of the member state. National laws on civil liabilities still apply. Please note that a new product liability directive has been approved which will replace the Directive 85/374/EEC in the future. The member states must implement the new Directive 2024/2853 into national law by December 9, 2026 . Main changes will include the extension of the scope of the application to include software and the removal of the maximum liability limit. Furthermore, the new directive includes a disclosure obligation for evidence, which can include all engineering and manufacturing-related documents. National Law of torts of EU member states also provide other liability regimes which are fault-based (negligence). A claimant may seek to recover damages beyond the currently applicable limitations mentioned above under these other regimes. Specifically, the directive considers cybersecurity flaws to be REGULATORY OVERVIEW – 183 – --- page 194 --- potential product defects. The requirements for documentation, safety checks and tests will increase. Complete traceability will be required, especially for software updates and self- learning systems that can develop new functions after market launch. This may increase development and administration costs and the complexity of supply chain management. The introduction of cyber security management systems (CSMS) and stricter internal audits will become necessary. In future, over-the-air updates must not only be functional, but also legally compliant, which requires additional security protocols and rollback mechanisms. Stricter test procedures and validation processes for self-learning systems may delay the introduction of innovative technologies. The specific scope and impact of the Directive 2024/2853 is currently being evaluated; at present it is not expected that the directive will have any material adverse impact on our operations, financial conditions and prospect. Law Relating to Production Safety The so-called framework directive on health and safety at work, Directive 89/391/EEC , lays down the main principles for improving the health and safety of workers in the workplace. The directive lays down minimum health and safety requirements throughout the European Union, while allowing member states to introduce or maintain more stringent measures. The directive is supplemented by other directives focusing on specific aspects of health and safety at work. Together they form the basis of European health and safety legislation. Law Relating to Data Privacy Since 25 May 2018, the General Data Protection Regulation No. (EU) 2016/679 (GDPR ) applies directly in all EU member states and has harmonized the legal requirements for the processing of personal data by private companies and public bodies in Europe. However, various opening clauses allow for country-specific regulations. The GDPR lays down rules relating to the processing of personal data, e.g. personal data must be processed lawfully, fairly and in a transparent manner for the data subject. The processing of personal data is only lawful according to the legal bases set forth in the GDPR and personal data shall only be collected for expressly defined purposes. Furthermore, the GDPR imposes extensive obligations on companies, such as reporting obligations, accountability obligations, ensuring data security and implementing the rights of data subjects. At the same time, the GDPR strengthens consumer rights. In the worst case, a breach of the GDPR can be penalized with a fine of up to EUR 20 million or up to 4% of annual global turnover (whichever is higher in the end). In addition, the GDPR grants claims for damages for material and non-material damages suffered by individuals due to a breach of the provisions of the GDPR. REGULATORY OVERVIEW – 184 – --- page 195 --- Others Furthermore, there are several relevant EU laws for the automotive sector relating to environmental aspects and human rights. In particular the following EU laws have to be considered: The Regulation (EU) 715/2007 sets harmonized rules for emission type-approval of cars (with less than 2.6 tons). The Regulation establishes limits for harmful emissions such as carbon dioxide, nitrogen oxides, hydrocarbons, and particulate matter from vehicles. V ehicles must pass type approval tests to ensure they meet these emissions standards before being marketed. The regulation also requires the implementation of On-Board Diagnostics (OBD) systems to monitor emissions during vehicle use. It enforces compliance through market surveillance and imposes penalties on manufacturers whose vehicles exceed emission limits. The Regulation (EU) 2019/631 is aimed in a similar direction: it aims to contribute to road transport decarbonization to meet the EU’s greenhouse-gas-emission-reduction targets for 2030 and beyond and to contribute to the goals of the Paris Agreement by specifically targeting the reduction of CO2 emissions from vehicle fleets through fleet-wide emission targets. The Directive 2000/53/EC on end-of life vehicles sets out measures to prevent and limit waste from end-of-life vehicles (ELVs) and their components by ensuring their reuse, recycling and recovery. It also aims to improve the environmental performance of all economic operators involved in the life cycle of the vehicles. V ehicle and equipment manufacturers must factor in the dismantling, reuse and recovery of the vehicles when designing and producing their products. They must ensure that new vehicles are reusable and/or recyclable to a minimum of 85% by weight per vehicle; reusable and or recoverable to a minimum of 95% by weight per vehicle. Finally, the Corporate Sustainability Due Diligence Directive (CSDDD) – (EU) 2024/1760 was adopted on July 5, 2024 and must be implemented into national law by July 2026. The Directive does not specifically apply to the automotive sector but sets out a corporate due diligence duty for all large companies (from 2026: companies with more than 5,000 employees and a net revenue of more than EUR1.5 billion; from 2029 companies with more than 1,000 employees and a net revenue of more than EUR450 million) to identify and address adverse human rights impacts and environmental impacts in their own operations, those of their subsidiaries and in their chain of activities. It imposes an obligation on large companies to adopt and put into effect a transition plan for climate change mitigation which aims to ensure through best efforts that the business model and strategy of the company are compatible with the transition to a sustainable economy and the objective of achieving climate neutrality. Article 29 of the CSDDD establishes the possibility of civil liability for companies that fail to comply with certain obligations set forth in the Directive. This liability extends to both natural persons and legal entities and is contingent upon the company’s intentional or negligent breach of its duties, resulting in harm to the claimant’s legally protected interests. Notwithstanding, the scope of liability is restricted by an exemption provision, which absolves companies from liability where the harm is solely attributable to actions of business partners within the chain of activities. REGULATORY OVERVIEW – 185 – --- page 196 --- U.S. REGULATORY OVERVIEW National Traffic and Motor Vehicle Safety Act The National Traffic and Motor V ehicle Safety Act of 1966, as amended (“NTMVSA”), is a U.S. federal law that gives the U.S. Government the power to set and enforce safety standards for motor vehicles, aiming to reduce traffic accidents and related fatalities by mandating features like seatbelts, airbags, and shatterproof windshields. NTMVSA effectively established the federal government’s role in regulating vehicle safety and created the National Highway Traffic Safety Administration (NHTSA) to oversee these standards. Essentially, NTMVSA requires car manufacturers to build vehicles that meet certain safety criteria to protect the public from unreasonable accident risks. NTMVSA gives NHTSA the authority to issue vehicle safety standards and to require manufacturers to recall vehicles that have safety-related defects or do not meet U.S. Federal safety standards. NTMVSA led to the national adoption of the Federal Motor V ehicle Safety Standards. Federal Motor Vehicle Safety Standard The National Highway Traffic Safety Administration (NHTSA) administers statutory authority under various chapters of Title 49 of the United States Code, including motor vehicle safety, bumper standards, and theft prevention. They also issue regulations and guidelines to implement laws from Congress. The NHTSA is responsible for issuing Federal Motor V ehicle Safety Standards (FMVSS) and ensuring that manufacturers comply with the standards. The standards are minimum safety performance requirements for motor vehicles and their equipment. FMVSSs can be found in title 49, part 571, of the Code of Federal Regulations of the U.S. The NHTSA currently maintains more than 70 FMVSSs covering the full range of safety-relevant vehicle performance parameters, from occupant protection to headlight illumination levels. The FMVSSs are divided into three categories: Crash Avoidance (100-series): Initially, this category consisted of areas as basic as visibility through the windshield and side windows, the ability to stop effectively in various situations, and ensuring the vehicle’s lighting system could be seen by other motorists. Eventually, crash avoidance expanded as automotive technologies advanced, and it now includes sections on tire pressure monitoring systems, electronic stability control, and how much noise hybrid and electric vehicles must make when in operation. Crashworthiness (200-series): this category is oriented toward an automobile’s performance in an accident. As with FMVSS 100, it has evolved from seat design, seat belts, airbags and head restraints to more modern concerns such as child seat systems and resistance to roof crushing in a rollover. REGULATORY OVERVIEW – 186 – --- page 197 --- Post-crash Survivability (300-series): this category focuses on how passengers fare after an accident and how survivable a vehicle is after a collision. This category includes rules concerning fuel systems, protecting EV owners from electric shock, and other related topics. FMVSS regulations apply to all motor vehicles and regulated motor vehicle equipment manufactured for sale in the U.S., with some exceptions. These safety standards ensure that purchased vehicles are designed with driver and passenger safety in mind and manufactured with trustworthy equipment. Product Liability Laws Under U.S. product liability law, manufacturers, distributors, suppliers, retailers, and others who make products available to the public can be held responsible for the injuries caused by those products. Product liability claims in the U.S. are typically based on three theories of law: (1) strict liability, (2) negligence, and (3) breach of warranty. In addition, U.S. laws and regulations can also obligate subcontractors and parties in the supply chain to remedy product defects, which can include safety recall campaigns. Parties involved in manufacturing, distributing or selling a product may be subject to liability from harm caused by a defect in that product. There are three types of product defects, namely, (1) design defects, (2) manufacturing defects, and (3) failure to warn. In a negligence claim, a defendant may be held liable for personal injury or property damage caused by the failure to use due care. Strict liability claims, however, do not depend on the defendant’s level of care. Instead, a defendant is liable when it is shown that an injury (personal or to property) occurred as the result of a product’s defect. Breach of warranty is also a form of strict liability in the sense that a showing of fault is not required. Companies that manufacture, distribute or sell a product in a particular state may be subject to the jurisdiction of such state’s product liability laws. The basic principles of the U.S. product liability laws are readily applicable to the products of the automotive industry. Persons are permitted to sue automotive manufacturers and allege that injuries, typically sustained in a collision, were the result of the defective manufacture of a vehicle; or of the defective design of a vehicle; or that, even if the vehicle was designed and manufactured flawlessly, its manufacturer failed adequately to warn of a hazard incident to its use, and this failure to warn caused the injury of which the person complains. Production Safety Laws The U.S. Congress passed the Occupational Safety and Health Act (“OSH Act”) in 1970 to ensure safe workplace conditions around the country. The main goal of OSH Act is to ensure that employers provide employees with an environment free from recognized hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, or REGULATORY OVERVIEW – 187 – --- page 198 --- unsanitary conditions. The OSH Act applies to most private sector employers and their workers, in additional to some in the public sector. The OSH Act applies to employers as diverse as manufacturers, construction companies, law firms, hospitals, charities, labor unions and private schools. The OSH Act established the federal Occupational Safety and Health Administration (OSHA), which sets and enforces workplace health and safety standards. OSHA was given the authority both to set and enforce workplace health and safety standards, including the standards for motor vehicle industry. OSHA serves as the enforcement arm of the OSH Act, applying fines and penalties to employers that violate its rules, standards, and guidelines. OSHA enforces its regulations and standards by conducting inspections of workplaces and work sites. Violators face penalties and fines, which are adjusted annually for infliction. In addition to OSH Act, many states in the U.S. have enacted their own individual state laws and implement separate state programs regarding occupational safety (“State Plans”) — covering both private sector and some state and local government workers. In the event that State Plans do not cover certain workers, OSHA provides coverage for those workers. State plans must adopt standards that are at least as protective as the OSHA standards. This does not prevent state laws from establishing more stringent safety requirements than those required by federal standards. Data Privacy Laws U.S. privacy laws are designed to protect individuals’ personal information and ensure data security across various sectors. The automotive industry is subject to a variety of laws and regulations in the U.S. that involve privacy, data protection and personal information, data security, and data retention and deletion. In particular, the automotive industry is subject to federal, state, and foreign laws regarding privacy and protection of people’s data. The U.S. has several federal laws that protect specific types of data, such as Privacy Act of 1974 and Health Insurance Portability and Accountability Act (HIPAA), but the U.S. does not have a comprehensive federal consumer data protection law that covers all types of private data. However, more states are passing data privacy laws, such as California Consumer Privacy Act (CCPA) and the federal government may also pass comprehensive laws in the future. U.S. federal and state laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change. Foreign Corrupt Practices Act The Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), was enacted for the purpose of making it unlawful for certain classes of persons and entities to make payments to foreign government officials to assist in obtaining or retaining business. The FCPA, among other restrictions, prohibits U.S. companies and their intermediaries from making payments to foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment, and requires companies to maintain adequate record-keeping and internal REGULATORY OVERVIEW – 188 – --- page 199 --- accounting practices to accurately reflect their financial and other transactions with foreign officials. The FCPA imposes civil and criminal penalties for violations of its provisions. The FCPA applies to companies, individual directors, officers, employees and agents. The FCPA also applies to foreign companies and persons taking any action in furtherance of such payments while in the U.S. Under the FCPA, US companies may also be held liable for actions taken by strategic or local partners even though such partners are not subject to the FCPA. Tariffs and Customs Regulations The U.S. customs regulations, administered by U.S. Customs and Boarder Protection (CBP) apply to any products entering the U.S. Those regulations cover, among other areas, valuation of goods, classification, recordkeeping requirements, entry formalities, and laws related to duties and tariffs. The U.S. imposes tariffs on certain goods imported from various countries. Tariff rates are generally set forth in the Harmonized Tariff Schedules of the United States (the “HTSUS”). Note that embargoes, antidumping duties, countervailing duties, and other specific matters administered by the U.S. executive branch are not contained in the HTSUS and that various regulations or administrative actions could result in modification of these duties. Section 201 of the Trade Act of 1974, 19 USC § 2101 et. Seq. (the “Trade Act”) permits the President of the U.S. to grant temporary import relief by raising import duties or imposing non-tariff barriers (e.g., quotas) on goods entering the U.S. that injure or threaten to injure domestic industries producing similar goods. Section 301 of the Trade Act authorizes the President of the U.S. to take all appropriate action, including retaliation, to obtain the removal of any act, policy, or practice of a foreign government that violates an international trade agreement or is unjustified, unreasonable, or discriminatory, and that burdens or restricts U.S. commerce. Currently, U.S. and China trade policy has given rise to the imposition of significant additional tariffs on products imported into the U.S. from China, and vice versa, under Sections 201 and 301 of the Trade Act. To date, four lists of products imported from China, identified by HTSUS codes, have been issued with various tariff impositions. The U.S. government also imposed additional tariffs on certain specific products. Depending on the latest development of the trade negotiations between the U.S. and China, the level and number of products subject to additional tariffs may change over time. See “Risk Factors — Risks Relating to Our Business and Industry — We are subject to risks associated with international trade policies, geopolitics and trade protection measures, investment restrictions, and our business, financial condition and results of operations could be adversely affected” and “Business — Sales and Marketing — Sales and Marketing Network.” REGULATORY OVERVIEW – 189 – --- page 200 --- OVERVIEW Our history can be traced back to 2004 when our automotive parts business was founded by Mr. Wang under Joyson Group, with an initial focus on traditional automotive parts sector. Over the years of development, we have become an intelligent automotive technology solution provider, offering automotive electronics solutions and automotive safety solutions in China and abroad. According to Frost & Sullivan, in terms of revenue in 2024, we were the second largest intelligent cockpit domain control system provider in China and the fourth largest in the world, and the second largest passive automotive safety products provider in both China and the world. According to the same source, we ranked 41st in the global automotive parts industry in terms of revenue in 2024, with a market share of 0.5%. In 2011, our business became listed on the Shanghai Stock Exchange (stock code: 600699.SH). As of the Latest Practicable Date, Mr. Wang directly and indirectly through Joyson Group controlled 39.85% of the total issued share capital of our Company. See “Directors, Supervisors and Senior Management” and “Relationship with our Controlling Shareholders” for the background of Mr. Wang and Joyson Group. BUSINESS DEVELOPMENT MILESTONES The following table summarizes the key milestones in our business development: Y ear Milestone 2004 /H1118/H1118/H1118/H1118/H1118Our automotive parts business was founded and we primarily engaged in provision of high-end automotive functional parts. 2006 /H1118/H1118/H1118/H1118/H1118We began supplying to certain leading global OEMs. 2008 /H1118/H1118/H1118/H1118/H1118We became one of the core suppliers of a leading global OEM. 2010 /H1118/H1118/H1118/H1118/H1118We established a joint operation in Ningbo with Preh GmbH, a global leading supplier of automotive electronics products, tapping into the automotive electronics business. 2011 /H1118/H1118/H1118/H1118/H1118Our business became listed on the Shanghai Stock Exchange (stock code: 600699.SH). 2012 /H1118/H1118/H1118/H1118/H1118We acquired Preh GmbH, laying the foundation for our global expansion. 2016 /H1118/H1118/H1118/H1118/H1118We acquired Key Safety Systems, a global leader in automotive safety systems solutions. We started our smart connectivity business by acquiring TechniSat Automotive and founding Ningbo JOYNEXT. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 190 – --- page 201 --- Y ear Milestone 2018 /H1118/H1118/H1118/H1118/H1118We acquired the core businesses and assets of Takata (excluding phase- stabilized ammonium nitrate business), and founded Joyson Safety Systems by merging businesses of Key Safety Systems and Takata. 2020 /H1118/H1118/H1118/H1118/H1118We restructured Ningbo JOYNEXT to be the major operating entity of our automotive intelligence business, offering intelligent cockpit solutions, smart connectivity solutions and intelligent driving solutions. 2021 /H1118/H1118/H1118/H1118/H1118We continued our commitment to innovation with the establishment of the Intelligent Automotive Research Institute and the Advanced Energy Research Institute. 2024 /H1118/H1118/H1118/H1118/H1118We acquired Senssun, enhancing our strategic position in the new energy vehicle industry chain and smart cockpit sectors. 2025 /H1118/H1118/H1118/H1118/H1118We launched the businesses throughout the robotics industry chain with a dual strategies of “automotive + robotics Tier 1”. OUR MAJOR SUBSIDIARIES Our business operations have been carried out by our Company and our network of subsidiaries. The following sets forth information about our Major Subsidiaries as of the Latest Practicable Date: Name Place of establishment Date of establishment Principal business activities Joyson Safety Huzhou /H1118/H1118/H1118/H1118/H1118PRC July 23, 2007 Automotive safety business Ningbo Joyson Safety /H1118/H1118/H1118/H1118/H1118PRC January 20, 2017 Automotive safety business Lingang Joyson /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC May 22, 2019 Automotive safety business Joyson Quin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC November 28, 2001 Other automotive part business Ningbo Preh Joyson /H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC December 27, 2010 Automotive electronics business Ningbo JOYNEXT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC September 7, 2016 Automotive intelligence business JSS LLC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118U.S. December 18, 2017 Automotive safety business Key Safety Restraint Systems, Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 U.S. September 18, 1997 Automotive safety business HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 191 – --- page 202 --- Name Place of establishment Date of establishment Principal business activities Preh, Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118U.S. September 19, 2005 Automotive electronics business Joyson Safety Systems Japan G.K. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Japan January 23, 2018 Automotive safety business Joyson Safety Systems (Philippines) Corporation /H1118 Philippines April 11, 1997 Automotive safety business Joyson Safety Systems Hungary Kft. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Hungary October 11, 2013 Automotive safety business Joyson Safety Systems Aschaffenburg GmbH /H1118/H1118/H1118/H1118 Germany December 8, 2017 Automotive safety business Recall Services Europe GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Germany December 8, 2017 Automotive safety business Preh GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Germany April 30, 2003 Automotive electronics business JOYNEXT GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Germany July 9, 1990 Automotive intelligence business JOYNEXT Sp. z o.o. /H1118/H1118/H1118/H1118/H1118/H1118Poland March 15, 2016 Automotive intelligence business Joyson Safety Systems Arad SRL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Romania May 11, 2018 Automotive safety business Preh Portugal, Lda. /H1118/H1118/H1118/H1118/H1118/H1118/H1118Portugal January 1970 Automotive electronics business Safety Autoparts Mexico S. de R.L.de C.V . /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Mexico November 10, 2017 Automotive safety business Equipo Automotriz Americana S.A. de C.V . /H1118/H1118 Mexico December 17, 1973 Automotive safety business Joyson Safety Systems Brasil Ltda. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Brazil May 1959 Automotive safety business HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 192 – --- page 203 --- CORPORATE DEVELOPMENT (1) Our Early History and Listing on the Shanghai Stock Exchange In 2004, we started automotive parts business and since then operated under Joyson Group. In August 2010, Liaoyuan Deheng, the predecessor of our Company, entered into a restructuring framework agreement with Joyson Group. Liaoyuan Deheng has been listed on the Shanghai Stock Exchange since December 1993. As part of the restructuring of Liaoyuan Deheng, approximately 21.83% of the then issued share capital of Liaoyuan Deheng was transferred to Joyson Group by November 2010. As a result, Liaoyuan Deheng became owned as to approximately 21.83% by Joyson Group and 78.17% by other minority A Shareholders. In April 2011, Liaoyuan Deheng entered into an agreement for assets purchase by share issue with, among others, Joyson Group, pursuant to which Liaoyuan Deheng agreed to acquire a controlling stake in the operating entities of our business at that time from Joyson Group and other selling shareholders at a total consideration of approximately RMB887.20 million, which was determined with reference to the appraised valuation of the acquired interest. The consideration was settled by the issue of 206,324,766 A Shares by Liaoyuan Deheng at a price of RMB4.30 per A Share, which was determined after commercial negotiations among the parties in accordance with the applicable regulations. In December 2011, as approved by the CSRC, the transaction was completed. As a result, the operating entities of our business were consolidated under our Company and our business became listed on the Shanghai Stock Exchange. Upon completion, our total share capital was RMB392,048,475 divided into 392,048,475 A Shares, among which, approximately 54.39% was held by Joyson Group and 45.61% was held by other A Shareholders. (2) Issue of A Shares to Acquire Preh From March to May 2012, our Company entered into a series of agreements with Joyson Group in respect of our acquisition of 74.9% interest in Preh Holding GmbH and 5.1% interest in Preh GmbH, a global leading supplier of automotive electronics products. Prior to the acquisition, Preh GmbH was a 94.9% subsidiary of Preh Holding GmbH, a company owned as to approximately 74.9% by Joyson Group. Pursuant to the agreements, our Company agreed to acquire 74.9% interest in Preh Holding GmbH and 5.1% interest in Preh GmbH from Joyson Group at a total consideration of approximately RMB1,460.47 million, which was determined after arm’s length negotiations with reference to the appraised valuation of the acquired interests. The consideration was settled by our issue of 187,000,000 A Shares to Joyson Group at a price of RMB7.81 per A Share, which was determined after arm’s length negotiations with reference to the average price of the 20 trading days prior to the pricing date. In December 2012, as approved by the CSRC, the transaction was completed. Our share capital increased to RMB579,048,475 divided into 579,048,475 A Shares, and our Company became owned as to approximately 69.12% by Joyson Group and 30.88% by other A Shareholders. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 193 – --- page 204 --- (3) Placing of A Shares to Investors Subsequently, we completed the following placings of A Shares to investors for fundraising: Date Subscribers (1) Number of A Shares subscribed for Issue price Consideration (RMB per A Share) (RMB in million) Approx. April 12, 2013 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Six investors (2) 57,096,342 8.53 487.03 September 7, 2015 /H1118/H1118/H1118/H1118Six investors (3) 53,224,983 21.20 1,128.37 January 4, 2017 /H1118/H1118/H1118/H1118/H1118/H1118Nine investors (4) 259,919,200 32.01 8,320.01 November 6, 2020 /H1118/H1118/H1118/H1118Nine investors (5) 130,821,559 19.11 2,500.00 Notes: (1) To the best knowledge of our Directors, each of the subscribers was an Independent Third Party. (2) Including Tianhong Asset Management Co., Ltd. (ʮ̡), Caitong Fund Management Co., Ltd. (ʮ̡), China Universal Asset Management Co., Ltd. (ࠢ ʮ̡), LI Shouguo ( ҽς਷), ABC Wuxi Equity Investment Fund Enterprise (Limited Partnership) ( ༵ Άุ(Υྫ)) and Dongxing Securities Investment Co., Ltd. (ࠢ ʮ̡), being fund managers, individual investor, investment fund and securities firm. (3) Including Chongqing Hi-Tech V enture Capital Liangjiang Brand Automobile Industry Investment Center (Limited Partnership) (೐ӛԓପุҳ༟ʕː(Υྫ)), Shanghai Caitong Asset Management Co., Ltd. (ʮ̡), TEDA Manulife Fund Management Co., Ltd. ( इ ʮ̡), Caitong Fund Management Co., Ltd., China Great Wall Asset Management Co., Ltd. (༟ପ၍ଣʮ̡) and Ping An-UOB Fund Management Company Limited ( ̻τɽശ ʮ̡), being industry investor, asset managers and fund managers. (4) Including CITIC Securities Company Limited (ʮ̡), E Fund Management Co., Ltd. (ʮ̡), Huafu Fund Management Co., Ltd. (ʮ̡), Zhejiang Zheyin Capital Management Co. (ʮ̡), Shenzhen Tianfeng Tiancheng Asset Management Co., Ltd. (ʮ̡), Caitong Fund Management Co., Ltd., Horizon Fund Management Co., Ltd. (ப΂ʮ̡), CPIC Fund Management Co., Ltd. (ʮ̡), Golden Eagle Fund Management Co., Ltd. (ʮ̡), being securities firm, fund managers and asset manager. (5) Including Shanghai Gaoyi Asset Management Partnership (Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥ ྫΆุ(Υྫ)), JPMORGAN CHASE BANK, NA TIONAL ASSOCIA TION, Harvest Fund Management Co., Ltd. (ʮ̡), China Life Asset Management Company Limited ( ʕ ʮ̡), Nuode Asset Management Co., Ltd. (ʮ̡), China Securities Co., Ltd. (ʮ̡), Sunshine Asset Management Corporation Limited (ʮ̡), Shenzhen Chenzhong Asset Management Co., Ltd. ( ଉέ̹ોᙒ༟ପ၍ଣ ப΂ʮ̡) and ZOU Hanshu ( ཅᖍᅹ), being asset managers, fund managers, foreign institutional investor, securities firm and individual investor. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 194 – --- page 205 --- (4) Repurchase of A Shares and Capitalization Issue In 2018, our Company repurchased 71,958,239 A Shares, among which 62,958,239 A Shares were cancelled in December 2019 and 9,000,000 A Shares were transferred to the Employee Incentive Scheme. See “— Employee Incentive Scheme” below for details. In July 2019, our Company issued 350,932,304 A Shares to our then existing Shareholders in proportion to their respective shareholdings by capitalizing the capital reserve of our Company for the purpose of dividend distribution. (5) Placing of A Shares to Joyson Group In July 2023, our Company placed 40,616,919 A Shares to Joyson Group at a price of RMB8.99 per A Share, which was determined with reference to the average price of the 20 trading days prior to the pricing date and the dividend distribution by our Company for 2022. The total consideration of RMB365.15 million was used to acquire the minority interest in Ningbo JOYNEXT and for our general working capital. As a result, our share capital increased to RMB1,408,701,543 divided into 1,408,701,543 A Shares. CAPITALIZATION OF OUR COMPANY As of the Latest Practicable Date, the shareholding structure of our Company is set out as follows: Shareholder Number of A Shares Approximate percentage of shareholding (%) Joyson Group (1)(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118520,669,101 37.31 Mr. Wang (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/H111835,436,959 2.54 Other A Shareholders (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118839,564,503 (4) 60.15 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/H11181,395,670,563 100.00 Notes: (1) As of the Latest Practicable Date, Joyson Group is controlled and owned as to 57.50% by Mr. Wang, our executive Director and chairperson of the Board. Mr. Wang and Joyson Group are our Controlling Shareholders. (2) 40,616,919 A Shares held by Joyson Group are subject to a lock-up period ending on July 13, 2026 as a result of placing of A shares to Joyson Group in July 2023. (3) To the best knowledge of our Directors, as of September 30, 2025, other A Shareholders included over 120,000 Shareholders each holding less than 5% of our total issued A Shares. (4) Including 12,664,015 A Shares repurchased and held in our Company’s stock repurchase account as of the Latest Practicable Date. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 195 – --- page 206 --- MATERIAL ACQUISITIONS AND DISPOSALS Acquisition of Senssun In recognition of the future development prospects of Senssun and the industry where it operates, to enhance our business synergy especially in NEV autoparts and optimize our asset structure, we entered into a series of acquisitions of interest in Senssun since July 2023. In July 2023, our Company entered into a share transfer agreement with certain shareholders of Senssun to acquire 10,600,000 shares of Senssun at a price of RMB31.00 per share and a total consideration of RMB328.6 million, determined with reference to the last trading price of Senssun before the agreement date. Upon completion of the share transfer, our Company became interested in approximately 8.03% of Senssun. We further acquired shares of Senssun on-market and increased our interest therein since then, and has been the single largest shareholder of Senssun since September 2024. During the period from July 2023 up to December 2024, we acquired 21,437,000 Shares of Senssun, representing approximately 16.23% of its total issued share capital, from the secondary market. Immediately before our consolidation of Senssun, we held 32,037,000 shares of Senssun, representing approximately 24.26% of its total issued share capital at that time. In December 2024, we gained control and consolidated the results of Senssun, recognizing its long-term prospects in view of its recent development and business upgrades, with the aim of optimizing Senssun’s corporate governance, enhancing business synergy with our Group and better facilitating the realization of its development strategies. Prior to that, Mr. ZHAO Y ukun (׺was the controlling shareholder of Senssun, and, together with his then concert parties, Mr. CHEN Bo ( ௓௹) and Mr. W ANG Xianche (ԓ), held approximately 28.28% interest in Senssun as of November 20, 2024. Considering Mr. ZHAO Y ukun ceased to hold any management roles or responsibilities within Senssun, on November 28, 2024, Mr. ZHAO Y ukun, Mr. CHEN Bo and Mr. W ANG Xianche terminated their acting-in-concert agreement. In support of our control of Senssun, each of Mr. ZHAO Y ukun and Mr. CHEN Bo has further undertaken not to seek control of Senssun and will vote for the resolutions to appoint directors nominated by us in the general meetings of Senssun. On the same date, our Company initiated the board restructuring of Senssun with a majority of the board members nominated by our Company. Such nomination was approved by the shareholders of Senssun on December 18, 2024, formally acknowledging our position to control a majority of the board composition of Senssun. From January 2025 to April 2025, we have further acquired 7,584,600 shares of Senssun, representing 5.74% of its total issued share capital, from the secondary market at a total consideration of RMB261,192,562. As of April 28, 2025, we held 39,621,600 shares of Senssun, representing approximately 30.00% of its total issued share capital. As advised by our PRC Legal Advisor, we have legally and properly completed and settled the aforementioned acquisition, and obtained all necessary regulatory approvals in the PRC with respect to the aforementioned acquisition. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 196 – --- page 207 --- On April 28, 2025, Senssun announced its placing plan to place up to 32,879,402 shares to our Company at a price of RMB24.69 per share (the “ Placing Plan ”) by October 2025 and entered into a conditional share subscription agreement with our Company, pursuant to which, among others, we agreed to subscribe for all shares under the Placing Plan. The Placing Plan was approved by the shareholders of Senssun on May 16, 2025 and is still subject to approval of the Shenzhen Stock Exchange and the CSRC. Upon completion of the Placing Plan, it is expected that we will hold 72,501,002 shares of Senssun, representing approximately 43.95% of its enlarged issued share capital. None of the applicable percentage ratios as defined under the Listing Rules in respect of our acquisition of Senssun exceeds 25%, which would require disclosure under Rule 4.05(A) of the Listing Rules. Senssun is listed on the Shenzhen Stock Exchange and is engaged in the provision of automotive parts, including smart cockpits products and new energy electric charging and distribution products, and other products such as weighing apparatus. According to the published financial reports of Senssun prepared under PRC GAAP , for each of the years ended December 31, 2022, 2023 and 2024, Senssun recorded a revenue of RMB4,816.8 million, RMB5,788.1 million and RMB5,902.1 million, respectively. According to the published unaudited financial report of Senssun prepared under PRC GAAP , Senssun recorded a revenue of RMB1,442.6 million and a net profit of RMB36.3 million for the three months ended March 31, 2025 and total assets of RMB8,407.0 million as of March 31, 2025. The automotive parts business of Senssun is operated by Joyson Quin, its subsidiary acquired from us in 2020. In 2020, our Company transferred 51% interest in Joyson Quin to Senssun at a consideration of RMB2.04 billion, determined after arm’s length negotiations with reference to an appraised value of the entire equity interest in Joyson Quin prepared by an independent valuer. As a result, Joyson Quin became a subsidiary of Senssun. In May 2023, our Company entered into a share transfer agreement with Senssun to further transfer 12% interest in Joyson Quin to Senssun at a consideration of RMB510.0 million, determined after arm’s length negotiations with reference to an appraised value of the entire equity interest in Joyson Quin prepared by an independent valuer. Upon the completion of share transfers, we remained as a minority shareholder of Joyson Quin. At the relevant time, we believed that the disposal of Joyson Quin to Senssun will enable us to realize our investment in Joyson Quin and concentrate our resources on core businesses and development strategies, and also provide a more focused platform for Joyson Quin thereby facilitating its rapid development with more resource support. Others During the Track Record Period and as of the Latest Practicable Date, save as disclosed above, we did not conduct any material acquisition or disposal. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 197 – --- page 208 --- EMPLOYEE INCENTIVE SCHEME In order to incentivize our employees, we adopted the Employee Incentive Scheme on November 1, 2021 and 9,000,000 A Shares were transferred to the Employee Incentive Scheme for the eligible scheme participants. See “Appendix VI — Statutory and General Information — Further Information about our Directors, Supervisors and Senior Management — Employee Incentive Scheme” for details. PUBLIC FLOAT AND FREE FLOAT Satisfaction of the Public Float Requirement Rule 19A.13A(2) of the Listing Rules provides that, where a new applicant is a PRC issuer with other listed shares at the time of Listing, this will normally mean that the portion of H shares for which Listing is sought that are held by the public, at the time of Listing, must (a) represent at least 10% of the issuer’s total number of issued shares in the class to which H shares belong (excluding treasury shares); or (b) have an expected market value of not less than HK$3,000,000,000. Our A Shares are listed on the Shanghai Stock Exchange. So far as our Directors are aware, all 155,100,000 H Shares to be issued pursuant to the Global Offering, representing approximately 10.08% 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), are expected to be held by the public, which is higher than the prescribed percentage of H Shares required to be held in public hands of 10% under Rule 19A.13A(2)(a) of the Listing Rules, thereby satisfying Rule 19A.13A(2) of the Listing Rules at the time of the Listing. Satisfaction of the Free Float Requirement Rule 19A.13C(2) of the Listing Rules provides that, where a new applicant is a PRC issuer with other listed shares at the time of Listing, this will normally mean that the portion of H shares for which Listing is sought that are held by the public and not subject to any disposal restrictions (whether under contract, the Listing Rules, applicable laws or otherwise), at the time of Listing, must: (a) represent at least 5% of the total number of issued shares in the class to which H shares belong at the time of Listing (excluding treasury shares), with an expected market value at the time of Listing of not less than HK$50,000,000; or (b) have an expected market value at the time of Listing of not less than HK$600,000,000. Our Company has proposed to adopt mechanism B under Chapter 4.14 of the Guide for New Listing Applicants. Accordingly, 10% of the initial Offer Shares shall be allocated to the public subscription tranche, and at least 40% of the Offer Shares shall be allocated to the placing tranche (other than cornerstone investors) according to paragraph 3.2 of Practice Note 18 to the Listing Rules. Therefore, at least 50% of the Offer Shares will not be subject to lock-up at the time of the Listing. As such, at least 5.04% of the total number of our issued HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 198 – --- page 209 --- shares (excluding the treasury shares) will be held by the public and not be subject to lock-up, with an expected market capitalization of approximately HK$1,830,180,000 at the time of listing (calculated based on the maximum Offer Price of HK$23.60 per H Share), which is higher than the prescribed percentage of free float of at least 5% and expected market capitalization of not less than HK$50,000,000 under Rule 19A.13C(2)(a), thereby satisfying Rule 19A.13C(2)(a) of the Listing Rules at the time of Listing. OUR LISTING ON THE SHANGHAI STOCK EXCHANGE AND REASONS FOR THE LISTING ON THE STOCK EXCHANGE Our Company is currently listed on the Shanghai Stock Exchange. Our Directors confirmed that, and our PRC Legal Advisor is of the view that, during the Track Record Period and up to the Latest Practicable Date, we had no instances of material non-compliance with the rules of the Shanghai Stock Exchange and other applicable securities laws and regulations of the PRC, 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 Shanghai Stock Exchange. Based on the independent due diligence conducted by the Joint Sponsors and our PRC Legal Advisor’s view, nothing has come to the Joint Sponsors’ attention that would reasonably cause them to cast doubt on our Directors’ confirmation with regard to the compliance record of our Company on the Shanghai Stock Exchange in all material respects. Our Company seeks to be listed on the Stock Exchange in order to further advance our globalization strategy, allow better access to the international capital market, enhance our capabilities to attract more overseas investors and optimize our international brand image, which in turn may further enhance our overall competitiveness. See “Business — Our Strategies” and “Future Plans and Use of Proceeds” for more details. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 199 – --- page 210 --- CORPORATE STRUCTURE The following chart sets forth our simplified corporate structure immediately prior to the Global Offering (assuming no changes are made to our issued share capital between the Latest Practicable Date and the Listing): Mr. Wang(1) Joyson Group(1) Our Company Other A Shareholders(2) Joyson Safety Systems Aschaffenburg GmbH (Germany) Joyson Safety Systems Brasil Ltda. (Brazil) Safety Autoparts Mexico S. de R.L. de C.V. (Mexico) Joyson Safety Systems Arad SRL (Romania) JSS LLC (U.S.) Preh Gmbh (Germany) JOYNEXT GmbH (Germany) Ningbo Preh Joyson (PRC) 57.50% 37.31% 2.54% 60.15% 100% 9.38% 100% 100% 100% 100% 100% 100% 100% 100% 57.90% 30.00% 63.00% 8.85% 28.15% Ningbo JOYNEXT(5) (PRC) Senssun(6) (PRC) Joyson Quin (PRC) Preh, Inc. (U.S.) 28.75% 100% 100% JOYNEXT Sp. z o. o. (Poland) 100% Recall Services Europe GmbH (Germany) Joyson Safety Systems Hungary Kft. (Hungary) Key Safety Restraint Systems, Inc. (U.S.) Equipo Automotriz Americana S.A. de C.V. (Mexico) Joyson Safety Huzhou (PRC) Lingang Joyson (PRC) 100% Ningbo Joyson Safety (PRC) Joyson Safety Systems (Philippines) Corporation (Philippines) 100% Joyson Safety Systems Japan G.K. (Japan) Preh Portugal, Lda. (Portugal) 2% 98% 0.01% 100% 100% 90.62%99.99% Joyson Auto Safety Holdings. S.A.(4) (Luxembourg) Anhui Joyson Auto Safety Systems Holdings Co., Ltd. (㌫ ਨ)(3) (PRC) 60.00% JSS Holding Hong Kong Limited (HK) 100% 80.32%6.79% 7.46% HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 200 – --- page 211 --- Notes: (1) As of the Latest Practicable Date, Joyson Group was owned as to 57.50% by Mr. Wang and 42.50% by Ms. DU Y uanchun (݆mother of Mr. Wang. Mr. Wang and Joyson Group are our Controlling Shareholders. Apart from our business, Joyson Group and its subsidiaries were engaged in the businesses of investment hold ing, property development, intelligent manufacturing and others. See “Relationship with Our Controlling Shareholders” for more details. Mr. Wang and Ms. Du Y uanchun are not pa rties acting in concert in respect of their respective interest in Joyson Group. Ms. Du Y uanchun is not involved in our management and operations, and does not hold any positio ns within our Group. As such, Ms. Du Y uanchun is not considered as a controlling shareholder of our Company. (2) To the best knowledge of our Directors, there were over 120,000 other A Shareholders as of September 30, 2025. (3) As of the Latest Practicable Date, the remaining interest of Anhui Joyson Auto Safety Systems Holdings Co., Ltd. was owned by six strategic investo rs, namely Advanced Manufacturing Industry Investment Fund (Limited Partnership) (ږ(Υྫ)), Advanced Manufacturing Industry Investment Fund Phase II (Limited Partnership) (ɚಂ(Υྫ)), Hefei Jianheng New Energy Auto Investment Fund Partnership (Limited Partnership) (Υ ྫΆุ(Υྫ)), Feixi Industrial Investment Holding Co., Ltd. (ʮ̡), Ningbo Tonggao Equity Investment Partnership (Limited Partnership) (ஷ ᛆҳ༟ΥྫΆุ(Υྫ)) and Ningbo Y ongning Fund Partnership (Limited Partnership) (ΥྫΆุ(Υྫ)), each of which is a registered private equity fund or institutional investor holding no more than one-third interest therein. To the best of our knowledge, such investors and their respect ive ultimate beneficial owners are Independent Third Parties. (4) Joyson Auto Safety Holdings. S.A. indirectly holds the interests in the relevant subsidiaries. As of the Latest Practicable Date, the remaining i nterest of Joyson Auto Safety Holdings. S.A. was owned by PAGAC Tea Holdings I Ltd., which was ultimately owned by PAG, a leading fully diversified alternative investment firm in th e Asia Pacific region with over USD55 billion in assets under management as of September 30, 2024 based on publicly available information. To the best of our knowledge, both PAGAC Tea Holdings I Ltd. and its ultimately beneficial owner are Independent Third Parties. (5) As of the Latest Practicable Date, the remaining interest of Ningbo JOYNEXT was owned by four strategic investors, namely Advanced Manufacturing Industry Investment Fund Phase II (Limited Partnership), Suzhou Fangguang Phase II V enture Capital Partnership (Limited Partnership) ( ᘽψ˙ᄿɚಂ௴ุҳ༟ΥྫΆุ(Υྫ)), Hubei Cathay Y angtze River Auto Industry Equity Investment Fund Partnership (Limited Partnership) (ΥྫΆุ(Υྫ)) and Shenzhen Baoteng Electric Power Technology V enture Capital Partnership (Limited Partnership) (Ҧ௴ุҳ༟Άุ(Υྫ)), all of which are registered private equity funds holding no more than one-third interest therein. To the best of our knowledge, such investors and their respective ultimate beneficial owners are Ind ependent Third Parties. (6) For details of Senssun, see “— Material Acquisitions and Disposals — Acquisition of Senssun” in this section. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 201 – --- page 212 --- The following chart sets forth our simplified corporate structure immediately after the completion of the Global Offering (assuming that the Offer Size Adjustment Option and the Over-allotment Option have not been exercised and no changes are made to our issued share capital between the Latest Practicable Date and the Listing): 98% Mr. Wang(1) Joyson Group(1) Our Company Other A Shareholders(2) H Shareholders Joyson Safety Systems Aschaffenburg GmbH (Germany) Joyson Safety Systems Brasil Ltda. (Brazil) Safety Autoparts Mexico S. de R.L. de C.V. (Mexico) Joyson Safety Systems Arad SRL (Romania) JSS LLC (U.S.) Preh Gmbh (Germany) JOYNEXT GmbH (Germany) Ningbo Preh Joyson (PRC) 57.50% 33.57% 2.29% 54.14% 10.00% 100% 9.38% 100% 100% 100% 100% 100% 100% 100% 100% 57.90% Ningbo JOYNEXT(5) (PRC) Preh, Inc. (U.S.) 28.75% 100% 100% JOYNEXT Sp. z o. o. (Poland) 100% Recall Services Europe GmbH (Germany) Joyson Safety Systems Hungary Kft. (Hungary) Key Safety Restraint Systems, Inc. (U.S.) Equipo Automotriz Americana S.A. de C.V. (Mexico) Joyson Safety Huzhou (PRC) Lingang Joyson (PRC) 100% Ningbo Joyson Safety (PRC) Joyson Safety Systems (Philippines) Corporation (Philippines) 100% Joyson Safety Systems Japan G.K. (Japan) Preh Portugal, Lda. (Portugal) 2% 0.01% 100% 100% 90.62%99.99% Joyson Auto Safety Holdings. S.A.(4) (Luxembourg) Anhui Joyson Auto Safety Systems Holdings Co., Ltd. (㌫ ਨ)(3) (PRC) 80.32%6.79% 60.00% JSS Holding Hong Kong Limited (HK) 100% 7.46% 30.00% 63.00% 8.85% 28.15% Senssun(6) (PRC) Joyson Quin (PRC) Notes: (1) to (6) See the respective notes to the corporate structure chart immediately prior to the completion of the Global Offering as set out above. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 202 – --- page 213 --- OVERVIEW Who We Are We are an intelligent automotive technology solution provider, offering advanced products and solutions across the auto part industry’s key areas mainly including automotive electronics and automotive safety. With a business focus on R&D, manufacturing and sales of automotive parts, we ranked 41st in the global automotive parts industry in 2024, and were the second largest passive automotive safety products provider in both China and the world in terms of revenue, according to Frost & Sullivan. During the Track Record Period, revenue from our automotive safety solutions (mainly including seatbelts, airbags and intelligent steering wheels) amounted to RMB34,428.0 million, RMB38,576.8 million, RMB38,658.7 million, RMB12,480.1 million and RMB12,349.6 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively, representing 69.1%, 69.2%, 69.2%, 69.4% and 62.6% of our total revenue in the respective years and periods; revenue from our automotive electronics solutions amounted to RMB15,365.4 million, RMB17,151.6 million, RMB16,996.4 million, RMB5,509.0 million and RMB5,447.3 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively, representing, 30.9%, 30.8%, 30.4%, 30.6% and 27.7% of our total revenue in the respective years and periods. Leveraging on our platform-based and modularized technology system and global R&D, production and sales network, we are dedicated to advancing the intelligence and electrification transformation of the global automotive industry. The following chart illustrates our market position and global layout:  Over 100 automotive brands worldwide  Covering major OEMs and brands globally Passive automotive safety  2nd in China Market share: 26.1% in 2024  2nd in the world Market share: 22.9% in 2024  25 countries and regions  Over 60 production bases  Over 25 R&D centers    RMB6,208.1 million EBITDA (non-IFRS measure) in 2024  First in the world to achieve commercialization and mass production of 5G-V2X technology  Among the world’s earliest to achieve mass production of 800V high-voltage platform products Size Marketing Position Global Layout Profit Continuous Innovation 41st largest auto parts supplier in the global market in terms of revenue in 2024: RMB55.9 billion Customer Coverage Intelligent cockpit domain control system  2nd in China Market share: 6.5% in 2024  4th in the world Market share: 8.9% in 2024 Gross profit margin increased from 11.1% in 2023 to 17.8% in first four months in 2025 during the Track Record Period We have built a highly global platform and achieved a synchronous R&D, supply chain deployment, production and sales network with global OEMs. As of April 30, 2025, we had over 25 R&D centers and over 60 production bases around the world, covering major automotive markets including Asia, Europe and North America. Our revenue from overseas BUSINESS – 203 – --- page 214 --- customers contributed to 74.7% of our total revenue in 2024. In addition, we were ranked first in the Top 100 Chinese Multinational Corporations and Multinational Index ( ʕ਷༨਷ʮ̡100 ᅰ) for four consecutive years from 2021 to 2024, demonstrating the scale of our operations. The industry trends of intelligence and electrification are ushering the global automotive industry into a new era. Numerous emerging NEV brands are rapidly springing up, with disruptive intelligent electrification technologies. According to Frost & Sullivan, the global sales volume of NEVs increased rapidly from 3.2 million units in 2020 to 19.0 million units in 2024. This market is expected to further increase from 23.4 million units in 2025 to 40.7 million units in 2029, representing a CAGR of 14.9%. The emergence and prevalence of NEVs has paved the way for the proliferation of intelligent and electrification technologies. Such trends present both opportunities and challenges for traditional OEMs, prompting them to embrace new technologies and solutions. As intelligent cockpits, intelligent driving and other user-centric intelligent functions become crucial factors in consumers’ decision-makings, global OEMs are placing increasing importance on intelligent automotive technologies. These trends offer us substantial growth opportunities. We believe our long-term investment in global platforms and intelligent automotive technologies lays a crucial foundation for us to adapt to the trends of intelligence and electrification with our industry partners. We have a strong customer base worldwide. The predecessors of some of our subsidiaries have maintained business relationships with certain customers for over a century. As of April 30, 2025, we had more than 100 automotive brands as customers worldwide, including the top ten OEMs in both China and the world. Leveraging our technological capabilities and cross-domain solutions in automotive electronics and automotive safety and our global customer network, we empower global OEM customers to create a smarter, safer and greener mobility experience. Through organic development and strategic acquisitions, we have evolved from a company merely offering individual auto parts in China to a provider of intelligent automotive technology solutions to domestic and overseas customers, with cross-domain products and strong technological capabilities. Expanding vehicle domain coverage; enhancing intelligence level; establishing cross-domain technology platforms, optimizing operational efficiency Multi-domain intelligent automotive technology solutions Cross-domain fusion intelligent automotive technology solutions Global Expansion 2011-2018 Intelligent Transformation 2019-2024 Empowering the Future 2025-Future Product Portfolio Strategy Focus Foundation in PRC 2004-2010 Emerging in the domestic market and establishing brand image Advanced functional and trim parts for automotives Building platform for a smarter, safer and greener mobility experience Automotive safety + automotive electronics multi-category products Development empowered by intelligent technologies; exploring “automotive+” applications; comprehensive launch of businesses throughout the robotics industry chain with a dual-pillar strategy of “automotive + robotics Tier 1” BUSINESS – 204 – --- page 215 --- Our Products and Solutions Portfolio We offer automotive electronic solutions, automotive safety solutions, and other automotive parts. Our automotive electronics solutions primarily include automotive intelligence solutions, E-mobility solutions and HMI products. Our automotive safety solutions primarily offer airbags, seatbelts, intelligent steering wheels and integrated safety solutions. Our other automotive parts mainly include cockpit components and EV charging and power distribution system. As a Tier 1 supplier, we provide comprehensive technical support and collaborate closely with OEMs throughout product development. These services span from early involvement in customer product definition with technical feasibility analysis, optimal hardware and/or software recommendations and assistance to vehicle manufacturers with system parameter optimization and debugging, to providing complete software development kits and ongoing technical support, as well as managing production quality control and supply chain operations. The following illustration sets forth our product portfolio: Intelligent steering wheel Integrated safety solution DC/DC converter DC/DC) Seatbelt Intelligent cockpit domain control system 5G-V2X smart connectivity terminal HMI products Front view smart camera Battery management system (BMS) Charging booster module Booster Combo power electronics Airbag Ultra-wideband solutions Designw i n ss e c u r e d Air management system Interior accessories New energy electric charging and distribution equipment Mass-produced On-board chargers OBC BUSINESS – 205 – --- page 216 --- Our products and solutions are diverse and complementary by covering key vehicle domains including cockpit, intelligent driving, connectivity, power and vehicle body. We integrate technological capabilities in areas such as automotive safety, domain controllers, E-mobility and HMI while fostering synergies amongst them, and thus developing comprehensive products and solutions, such as cockpit-driving fusion domain controller and central computing unit (“ CCU”) that offer full-suite functionalities encompassing intelligent driving, intelligent cockpit and connectivity. As of the Latest Practicable Date, we have secured the design win of CCUs by a leading OEM customer to develop and supply CCUs. In addition, by combining our experience in automotive safety and automotive electronics, we have developed innovative solutions such as the Pyrotechnic Battery Disconnect (“ PBD”), Driver Monitoring System (“ DMS”) and Occupant Monitoring System (“ OMS”). These solutions enhance the safety of intelligent NEVs and empower a higher level of automotive electrification and intelligence. Drawing on our cross-domain experience in automotive parts, we can systematically apply our multi-modal perception technology, energy management capabilities and lightweight material usage to the robotics industry. This enables us to offer robotic sensors, battery management and backup products, as well as various robotic exoskeletons. Our Customers We have a broad customer base worldwide covering industry-leading players. As of December 31, 2024, our OEM customers covered more than 100 automotive brands worldwide, and represented a combined market share exceeding 90%, according to Frost & Sullivan. Our customer base covered the top ten OEMs in both China and the world and had a broad and in-depth engagement with leading EV brands worldwide. We work closely with leading global OEMs on an international scale across multiple fields, from the preliminary research and joint development of new technologies to efficient global mass production and continuous iteration and localized efficient service response, to fully meet their needs for leading technology, optimal quality, reliable mass production capacity and rapid response. We believe that the strategic cooperation with our OEM customers is crucial in supporting their efficient iteration of products, enabling our OEM customers to stay ahead in the swiftly evolving landscape of automotive industry with intelligence and electrification trend. Our Group has built long-lasting partnerships with core customers, creating a strong foundation of trust. Preh GmbH brings around decades of experience in automotive electronics and has developed decades-long relationships with leading global OEMs. Similarly, Joyson Safety Systems has maintained partnerships with global OEM customers for over a century. We believe that we have gained a profound understanding of our OEM customers’ development processes and internal technical specifications, which enables us to enhance collaborative development and production efficiency, leading to our success in fostering strong relationship with our customers. BUSINESS – 206 – --- page 217 --- Our Value Proposition Empowering global OEM customers to achieve intelligence and electrification transformation We are committed to advancing global innovation in automotive intelligence and electrification technology. Fully leveraging the profound technology accumulation in the overseas market and the first-mover advantages in automotive intelligence and electrification transformation in China’s market, we are committed to developing market-leading intelligent automotive functions and features. This strategic approach enables us to facilitate the transformation of our global OEM customers towards intelligence and electrification. According to Frost & Sullivan, we are among the world’s pioneering suppliers to achieve mass production of 800V high-voltage fast-charging platform products. For example, we developed the world’s first 800V high-voltage Booster and DC/DC converter for an international luxury car brand’s first EV model on their global vehicle platform. We are advancing into emerging areas such as intelligent driving and smart connectivity, and we became the world’s first company to mass-produce 5G-V2X solutions for OEM customers, further cementing our position as leaders in technological advancement, according to Frost & Sullivan. We believe that, as the trend of centralization of automotive E/E architectures evolves, our cross-domain product portfolio is uniquely positioned to address our OEM customers’ evolving demands for highly integrated solutions, ensuring that our customers remain competitive in a rapidly changing industry landscape. Utilizing a comprehensive system of R&D, supply chain, production and sales support in China and abroad to deliver OEM customers optimal solutions We have established a highly global platform network, with R&D centers and factories located in China, Rest of Asia, Europe and North America. Leveraging our extensive experience in geographically extensive operations, we optimize resource allocation efficiently across various regions worldwide, enabling us to provide OEM customers with superior R&D, supply chain and production solutions on a global scale, while also ensuring rapid and effective local response. Our R&D teams in specific regions may be tasked to lead individual projects based on their respective strengths and resources, and share their results across our network. This global business framework facilitates our continued success in securing overseas design wins. Furthermore, when serving certain major foreign markets, our global network in China and overseas works together to meet customer requirements by leveraging China’s development in intelligent automotive technologies and supply chain. BUSINESS – 207 – --- page 218 --- Facilitating the Global Expansion of Chinese OEMs Chinese OEMs are accelerating the expansion of their production capacity and market presence overseas. Our global network provides Chinese OEMs valuable market insights when entering into overseas market. Leveraging the benefits of our global framework, we are able to offer localized research and production services to Chinese OEMs, swiftly supplying them with our products and solutions developed for the local markets. For example we support emerging Chinese EV brands in their international expansion through our localized product offerings, which meet local regulations and standards and quickly adapt their vehicle models to overseas markets. We further leverage our existing expertise and knowhow in our customers’ targeted markets and empower them in domestic regulatory compliance from R&D, product standards to production, accelerating their time-to-market and facilitating their expansion in the global market. In addition, we entered into a global strategic cooperation agreement with a major domestic EV brand in September 2024. Through our branches in 25 countries and regions, we aim to support its international expansion by providing our comprehensive overseas expertise in product development, testing, manufacturing and regulatory compliance. Our Technology and R&D An R&D platform for intelligent automotive technology In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, our research and development expenditure (including additions in capitalised R&D expenditure and research and development costs) amounted to RMB3,033.9 million, RMB3,648.0 million, RMB3,685.7 million, RMB1,348.6 million and RMB1,574.2 million, respectively. As of April 30, 2025, we had 6,347 R&D specialists, representing 13.3% of our total employees. We have over 25 R&D centers around the world, covering major automotive markets such as Asia, Europe and North America. Our engineers across different regions collaborate in the R&D and product design, forming a synergistic global innovation network with rapid response capabilities, significantly accelerating the R&D cycle for new products. For example, in 2024, the development cycle for our new HMI products was 12 to 18 months, significantly shorter than the 18 to 24 months it took in 2023. Comprehensive soft- and hardware R&D platform We develop, design and produce in-house the hardware for our core products such as battery management systems and domain controllers from the ground up, while developing the corresponding core software in the meantime. By adopting a platform-based and modular R&D strategy, we place importance on the cost efficiencies throughout the entire project lifecycle from the R&D stage. As such, the underlying technology platform of our products is highly adaptable and can be extensively reused across various OEMs’ vehicle platforms, significantly reducing R&D costs, shortening development cycles and enabling us to swiftly align with customer iteration demand. BUSINESS – 208 – --- page 219 --- Our comprehensive in-house development capability and integration of hardware and software allow us to be more flexible in adapting and iterating to meet customer needs in a cost-efficient manner. Combined with our global engineering resources, we believe that we are well-positioned to deliver customized products to our customers, thereby establishing our differentiated competitiveness. Industry certification and OEM recognition Our R&D system adheres to high standards. Our core R&D centers have received various certifications such as CNAS. Our product development process complies with the A-SPICE process and has obtained ASIL-D level certification, the highest level of automotive functional safety. Our automotive electronics solutions, including smart connectivity solutions and intelligent cockpit products, have obtained the TISAX AL3 certification, representing the highest level of TISAX assessment, a cybersecurity standard widely recognized by participants across the global automotive industry supply chain. In addition, our products meet the differentiated development and certification requirements of various OEM customers, due to their high level of technical sophistication, reliability and compatibility. As such, we gained high recognition from our OEM customers, and conducted various joint R&D with our OEM customers to develop innovative automotive electronics and safety solutions. For example, we collaborated with a well-known domestic OEM to jointly develop a high computing power domain controller for autonomous driving. Through years of involvement in large-scale international mass production projects, our software and hardware development have gained extensive experience and validation. As of April 30, 2025, we have contributed to the formulation of numerous industry standards and held a wide matrix of patents globally. Our PBD technology, capable of disconnecting the automotive high-voltage circuit system within 1 ms, was awarded the 2022 Innovation Award of European Association of Automotive Suppliers (Clean & Sustainable Mobility) and has been successfully mass-produced for NEVs by world-renowned OEMs. Our elastomer locking tongue was awarded with Advanced Body System Gold Award (ᓼԓԒӻ ᆤ) at the 8th China Auto Parts Industry Awards ( ཕ৐ᆤ) in 2023. Our Financial Performance During the Track Record Period, along with the reorganization of our global business and the improvement of operation efficiency, as well as the development of our automotive intelligence business, our operating results and profitability improved significantly. Our gross profit increased by 45.4% from RMB5,542.0 million in 2022 to RMB8,056.9 million in 2023, and further increased by 12.5% to RMB9,063.7 million in 2024. Our gross profit increased by 25.6% from RMB2,796.7 million in the four months ended April 30, 2024 to RMB3,513.7 million in the four months ended April 30, 2025. BUSINESS – 209 – --- page 220 --- Our gross profit margin increased from 11.1% in 2022 to 14.5% in 2023 and further increased to 16.2% in 2024. Our gross profit margin increased from 15.5% in the four months ended April 30, 2024 to 17.8% in the four months ended April 30, 2025. Our profit for the year increased significantly from RMB233.3 million in 2022 to RMB1,240.1 million in 2023, and further increased by 7.0% to RMB1,326.3 million in 2024. Our profit for the period increased from RMB483.5 million in the four months ended April 30, 2024 to RMB490.5 million in the four months ended April 30, 2025 OUR STRENGTHS Intelligent Automotive Technology Solution Provider Steadily Reinforcing Industry Leadership Automotive electronics We are the leader in multiple subdivisions of automotive electronics. According to Frost & Sullivan, we were the second-largest intelligent cockpit domain control system provider in China and the fourth largest in the world in terms of revenue in 2024. During the Track Record Period, the sales volume of our intelligent cockpit domain control systems exceeded 10 million units. According to Frost & Sullivan, we are among the world’s pioneering suppliers to achieve mass production of 800V high-voltage platform products, with more than a decade of experience in the BMS sector. Our products empowered the world’s first mass-produced vehicle model equipped with a 800V high-voltage fast-charging platform. In 2023, we secured new design wins valued at over RMB13.0 billion for the full life cycle of 800V high-voltage platform projects. (1) We developed the world’s first high-voltage Booster and DC/DC converter. In addition, we are advancing into emerging areas such as intelligent driving and smart connectivity, and were the first company globally to commercialize 5G-V2X technology and realize mass-production. Our 5G-V2X technology offers sub-meter accuracy navigation and high-precision positioning algorithms that integrate V2X and high-precision maps. We also play a significant role in developing multiple V2X industry standards, such as The Requirements for Enhanced V2X Application Layer Data Interaction (ٙV2XุਕᏐ͜ᄴ Ӌ) with CCSA. Note: (1) The value of design wins is calculated based on a series of assumptions at the early stage of project and is subject to various factors including the actual market demand for the mass-produced vehicle models and solution prices, among others. BUSINESS – 210 – --- page 221 --- Automotive safety According to Frost & Sullivan, we were the second-largest passive automotive safety products provider in both China and the world for four consecutive years from 2021 to 2024, with a market share of 26.1% and 22.9% in terms of revenue in 2024, respectively. In addition, we are one of the largest suppliers of steering wheels, seat belts and airbags in the world in terms of revenue in 2024, with a market share of 35.9%, 22.1% and 19.0%, respectively. With a proven track record and extensive experience in the automotive safety industry, we possess top-tier technical capabilities and extensive customer resources, and continue to develop advanced automotive safety technologies. With decades of profound technical expertise in core areas such as cushion fabric, gas generant, inflators, retractors, buckles, pre-tensioners, foaming technology and other new materials, we deliver products that meet the stringent quality standards of automotive safety. We are dedicated to R&D for innovative automotive safety products, including advanced airbag materials, DMS, OMS, PBD and hood lifters. Joyson Safety System has maintained partnerships with global OEM customers for over a century, leading the way in navigating the extensive and rigorous certification processes mandated by both our customers and regulators. In addition, we have actively participated in the formulation of automotive safety product standards worldwide. We are well positioned to capitalize on further growth opportunities and have secured design wins that are expected to underpin the steady increase in our global market share. In addition, we are poised to further benefit from the increasing global market share of Chinese OEMs. Amidst the shift towards electrification, the global presence of Chinese OEMs is expected to grow. With our comprehensive localization of operations from decision-making to R&D and production in China, we are well-positioned to efficiently respond to customer demands and establish a comprehensive technological and brand advantage over local Chinese suppliers. Our reach extends across China’s major traditional OEMs and NEV companies. Beyond supporting Chinese OEMs in the domestic market, we also engage in deep collaboration to facilitate their global expansion. Collaborative Platform Encompassing Entire Value Chain and Enabling Optimal Resource Allocation We have R&D, supply chain, and production facilities and sales networks strategically located in major automotive markets worldwide, ensuring that we are well-positioned to serve major markets and customers effectively. As of April 30, 2025, we operated over 25 R&D centers and over 60 production bases across Asia, Europe and North America, supported by a substantial workforce of overseas employees. As of April 30, 2025, we had 37,540 overseas employees. BUSINESS –2 1 1– --- page 222 --- Product Design and R&D . We have an R&D team that shares a unified advanced development toolchain, enabling collaboration among specialists across different regions and establishing a rapidly responsive innovation network ecosystem. This efficient R&D collaboration across geographies not only allows us to address customer demands locally but also enables us to capitalize on the advanced R&D capabilities worldwide and cost efficiency of local resources in China. Sales . Overseas OEMs highly value historical partnerships when choosing suppliers, resulting in substantial entry barriers. Nonetheless, our expansive global customer network enables us to rapidly connect with customers worldwide, offering intelligent technologies developed in China. Our customer base covered the top ten OEMs in both China and the world. We also had a broad and in-depth engagement with leading EV brands worldwide. Supply Chain and Production . We organize our supply chain flexibly in China and abroad, sourcing materials both from local markets and through our worldwide network, optimizing costs while securing essential raw materials. We enhance synergy among overseas business entities to deliver optimal solutions for customers worldwide, improving both quality and efficiency. Furthermore, we implement an optimal cost strategy by relocating production from high-cost countries to more cost-effective regions. By leveraging management talent and China’s expertise in intelligent manufacturing in our operations, we continually enhance the operational efficiency of our overseas factories. Deep Vertical Integration of Soft- and Hardware Forming Core Value Barrier Our deep vertical integration of software and hardware solutions is crucial for enhancing our product value and core competitiveness. We develop, design and produce in-house hardware for our core products such as domain controllers and battery management systems from the ground up, while developing the corresponding core software that optimizes hardware performance. This approach exemplifies our modular and platform-based product development. The underlying technology platform of our products is highly adaptable and can be extensively reused across various OEMs’ vehicle platforms, significantly reducing R&D costs, shortening development cycles and enabling us to swiftly align with our customer’s iteration demand. For domain controllers, we possess comprehensive technological capabilities, ranging from the software and hardware design of the basic layer, the software development of the middle layer and the function development of the service layer to the HMI interface, which enables us to provide customers with one-stop solutions. For example, our in-house software system for the intelligent cockpit domain control systems supports hypervisor virtual isolation technology, various middleware and development tools. It is compatible with multiple operating systems and meets OEM’s customized needs. Furthermore, we have collaborated with leading intelligent cockpit chip manufacturers, positioning us as one of the platforms with the broadest range of compatible chips, fully catering to the diverse needs of various customers. BUSINESS – 212 – --- page 223 --- Additionally, our E-mobility solutions include on-board charging systems, power conversion systems and battery management systems, with the capability to integrate power charging and distribution. Our product line includes Boosters, OBCs and DC/DC converters, and can be provided as individual products or as combo boxes. We also adopt a strategy of deep vertical integration of software and hardware for our BMS solutions, providing not only the critical hardware but also AUTOSAR-compliant basic software layer, application-layer software and key algorithms to better meet our customers’ needs. Our BMS solutions can be offered as distributed system or integrated system, both connecting the control board directly to battery cells or modules, efficiently managing all electronic hardware. Comprehensive Product Portfolio with Strong Synergy Potential We offer OEM customers solutions across domains including cockpit, intelligent driving, connectivity, power and vehicle body. Our businesses are diversified and complementary, ranging from providing integrated solutions to R&D, supply chain, and manufacturing and sales in China and abroad, all characterized by strong synergies, resource sharing and concerted growth potential. We integrate the underlying technical capabilities in areas such as automotive safety, automotive intelligence, E-mobility solutions and HMI products, facilitating the development of our automotive electronics and automotive safety businesses in synergy. We have developed a CCU that integrates intelligent driving, intelligent cockpit and connectivity, providing centralized, intelligent and efficient solutions for OEMs which was recently awarded a design win by a leading OEM customer for its vehicle models as of the Latest Practicable Date. Based on our in-house technologies in both automotive electronics and automotive safety, we developed PBD capable of disconnecting the automotive high-voltage circuit system within 1 ms, which was awarded the 2022 Innovation Award of European Association of Automotive Suppliers (Clean & Sustainable Mobility) and has been successfully mass produced for NEVs by world-renowned OEMs. In addition, we integrate DMS with the automotive safety system, enhancing the functionality of our integrated solutions with features such as motorized belt pretensioning and vibration alerts. Furthermore, we incorporate the touch-interactive technology from our automotive electronics business into the steering wheel hands-off detection technology to enhance the overall performance of steering wheels. In addition, we offer customers comprehensive solutions ranging from back-end intelligent cockpit domain control systems to front-end intelligent HMI products to meet the specific needs of their vehicle models. These solutions incorporate our proprietary algorithms and supporting software for the basic, middle and service layers, as well as the front-end intelligent HMI panel. Drawing on our extensive, cross-domain experience in automotive parts, we can systematically apply our multi-modal perception technology, reliable energy management capabilities and innovative lightweight material usage to the robotics industry. This enables us to offer robotic sensors, battery management and backup products, as well as various robotic exoskeletons. Leveraging our experience within the automotive industry, our abilities in research and development, design, testing and validation and mass production enable the mass production of robotic components with quality and effective cost-control. As of the Latest Practicable Date, we have established strategic partnerships with several leading domestic and international robotics companies and have successfully launched a range of products including the robot head assembly, an integrated robotic domain controller and new-generation robot energy management solutions. BUSINESS – 213 – --- page 224 --- Our automotive intelligence, E-mobility solutions, HMI products and automotive safety products benefit from shared global supplier resources and customer access. A shared global supply network enhances our bargaining power, strengthening our cost efficiency through economies of scale, improving our profitability while ensuring quality. The customer resources channels help us reduce customer acquisition costs and enhance the customer experience. High-quality Global Customer Base We have extensive coverage of high-quality OEM customers worldwide. During the Track Record Period, our customers included the top ten OEMs in the world by sales volume. We empower their vehicle models across global markets. We also served the top ten OEMs in China by sales volume. We have broad and in-depth engagement with leading EV brands worldwide, such as a leading U.S. smart EV brand, and the emerging EV brands in China. Our products are also recognized by some of the world’s foremost ultra-luxury car brands. We conduct joint R&D with our customers to develop innovative automotive electronics and safety products and solutions. We collaborated with a well-known domestic vehicle manufacturer to jointly develop a high computing power domain controller for autonomous driving. Our collaboration in the automotive safety field included a “leap-over” airbag that deploys safely around large vehicle display screens, addressing the safety requirements of NEVs with central control displays. We have successfully won prestigious awards, including the “Excellent Service Performance Award (ତᆤ)” and “Excellent R&D Performance Award (ڌ ତᆤ)” from one of our major customers, and “Ideal V alue Award” from a leading NEV brand in China. Intelligent Manufacturing System Empowering Production Efficiency We are continuously expanding our intelligent manufacturing capabilities by upgrading our factories utilizing AI, big data and 5G communication technologies. We have improved production efficiency in certain of our factories by implementing systems that automatically schedule production, manage materials and monitor quality and waste. We aim to further enhance process automation, platform flexibility, information-driven operations and business intelligence. For example, our Preh GmbH factory in Ningbo for automotive electronics solutions has been recognized as “Future Factory” in Zhejiang, “Intelligent Manufacturing Pilot Demonstration” and “China Benchmark Smart Factory” by the MIIT. This factory has been equipped with frontier technologies, achieving a high level of automation in production, along with its refined management and smart logistics. In addition, we have enhanced our intelligent manufacturing systems at our new factory in Hefei by integrating the SAP-LES- MES system, which automates the management of production, warehousing and logistics. We have developed a comprehensive production collaboration system. We consistently enhance the production efficiency, the standardization of full manufacturing processes through sharing management experience, as well as collaborations of factories across regions. As part BUSINESS – 214 – --- page 225 --- of our efforts to realize “Industry 4.0” digital transformation, we cooperate with PIA Automation, a leading supplier of industrial equipment and automated manufacturing solutions, to customize intelligent manufacturing equipment for assembly and inspection, as well as related digital software research and development services. Leadership with Extensive Industry Experience Our management team possesses rich industry experience. They spearhead our businesses with profound insights into industry trends, R&D, customer engagement and manufacturing. Our founder, executive Director and chairperson of the Board, Mr. W ANG Jianfeng, has more than 30 years of experience in the automotive industry and has played a pivotal role in identifying industry trends and opportunities since our inception, expanding our layout through strategic acquisitions and resource consolidation and leading our organic growth with a relentless focus on innovation. Our leadership is supported by a senior management team comprising of industry veterans who have rich expertise in the market, technologies and R&D. They have an average of over 20 years of experience in automotive safety industry and automotive electronics industry. The leaders of our core subsidiaries have extensive experience working at top domestic and international OEMs, auto parts suppliers and technology companies such as V olkswagen and Thyssenkrupp, bringing a global perspective to their roles. In line with our vision of satisfying OEM customers’ needs with technology innovations, we have successfully developed comprehensive in-house R&D and engineering capabilities. To fuel our continued success in the automotive safety industry and automotive electronics industry, we seek to leverage our management team’s extensive industry experience and proven track record, as well as our talent pool and talent development and training systems. OUR STRATEGIES We plan to focus on the following key strategies to achieve our vision of lighting up every trip in the world with our intelligent automotive technology: Continuously Promoting Innovation in Intelligent Technologies In response to the growing trend of intelligence, we are committed to continuously upgrading and optimizing our offerings in intelligent cockpits, intelligent driving and smart connectivity, while further developing cross-domain products and solutions and exploring the application of AI technologies in intelligent automotive sector. Our innovation capacity is at the core of these efforts, enabling us to stay ahead in a rapidly evolving market. By collaborating with partners across the industrial chain, we aim to make significant contributions to the creation of “smart travel + third living space” ( ౽ᅆ̈Б+ග), a concept that envisions vehicles as not just modes of transport but as integral parts of our daily living environments. BUSINESS – 215 – --- page 226 --- In addition, we plan to enhance the integration of AI technology into our intelligent products, focusing on the following areas:  Intelligent Cockpits and Intelligent Driving: We plan to continue developing more advanced intelligent cockpits and intelligent driving solutions. Moreover, we expect to upgrade the core technology of domain controllers and develop a new generation of fusion domain controllers, including the CCU. This technological advancement allows us to offer a comprehensive solution that integrates intelligent driving, intelligent interaction, and multi-scenario experiences.  Smart Connectivity: We plan to advance the R&D and commercialization of frontier technologies including the synchronization of vehicle, road, human and cloud. We endeavor to ensure our solutions remain innovative in the industry.  Passenger and V ehicle Body Security : We are exploring software and E/E architecture enhancements to strengthen passenger and vehicle body security, for example the liveness detection solutions. Moreover, our zonal controller solution, integrated with edge computing, reduces the complexity of the E/E architecture, thereby minimizing risks from both systematic failures and random hardware malfunctions. This ultimately reduces potential hazards arising from functional anomalies in the electronic and electrical systems.  Software and Services: We plan to continuously enhance the technical capabilities of basic software-layer, middleware-layer, and application-layer software to cloud services of automotives. This ongoing development ensures we maintain our market position in technology amidst the industry’s shift toward software-defined vehicles.  Expansion into Adjacent Emerging Areas: We are exploring opportunities to apply our expertise beyond the automotive sector, identifying new potential applications and markets, such as eVTOLs, that align with our technological capabilities and future growth strategy. In 2023, we obtained the design win from a renowned eVTOL company to provide an integrated charging and power distribution management system for their flying car. Driving Technological Innovation and Product Development in Humanoid Robotics as a “Tier 1 Supplier in Both Automotive and Robotics” Due to the technological similarities between the robotics and automotive sectors and the synergy between them, we plan to leverage our R&D, high-end manufacturing and mass production capabilities in automotive parts to accelerate expansion into the embodied intelligent robotics industry chain. Positioned as a Tier 1 robotics supplier, we aim to concentrate on core robotic components and integrated solutions for robot assemblies, while also offering scenario-based training and testing. This approach systematically supports global robotics companies in product R&D and manufacturing, while facilitating the deployment of robotics applications across various scenarios. BUSINESS – 216 – --- page 227 --- With regards to products, we will enhance the R&D of core robotic components and expand into robotic core components, with an emphasis on integrated robotic domain controllers, energy management modules, high-performance structural materials, dexterous robotic hands and sensor suites. By harnessing our vertically integrated hardware and software capabilities in automotive component manufacturing, we aim to develop integrated robotic assembly solutions, including robot head, torso and chassis as well as limb assemblies. As of the Latest Practicable Date, we have established strategic partnerships with several leading domestic and international robotics companies. Furthermore, we have released a series of products, such as robot head assemblies, integrated robotic domain controllers and new- generation robot energy management solutions. We also plan to collaborate with leading embodied intelligence robotics companies, providing them with extensive and authentic industrial manufacturing scenarios to continuously train and optimize the models of their embodied intelligent robots within industrial settings. Such collaboration is expected to deliver actionable solutions and enhance production efficiency within the manufacturing sector. In addition, we will proactively explore more application scenarios for humanoid robots and promote commercial deployment, with particular focus on industrial manufacturing, healthcare and specialized operations. We will develop targeted solutions to address the specific needs of these sectors. Strengthening Leadership amidst Electrification Trend Leveraging our deep understanding of the automotive electrification trend and our extensive experience in automotive safety and automotive electronics, we plan to explore advanced applications of emerging technologies in the NEV sector. We plan to continue to collaborate closely with leading international OEMs to jointly develop new products, supporting their transition to NEVs. This collaboration will not only help our partners adapt to industry trends but also reinforce our leadership position as we expand our customer base and deepen collaborations. For E-mobility solutions, we aim to maintain our leadership in 800V high-voltage fast charging and actively advance the development of the next generation of on-board power electronic products. Additionally, we plan to accelerate the R&D and commercialization of on-board power electronics, including wireless charging products, ultra-fast charging technologies, and multi-function DC/DC converters for the next generation of NEVs. BUSINESS – 217 – --- page 228 --- Enhancing Global Integration and Optimizing Cost Structure and Operation Efficiency We plan to further optimize our cost structure and enhance operation efficiency by deepening the integration of our global business across multiple dimensions. Supply Chain We recognize the critical importance of creating a cohesive and efficient procurement system on a global scale to ensure we consistently meet customer demands with high-quality products and services. We plan to progressively unify our global procurement processes, which will serve as a cornerstone for achieving greater operation efficiency and cost-effectiveness. By actively enhancing collaborative procurement efforts among our subsidiaries, we aim to fully leverage economies of scale, thereby reducing costs and increasing our competitive advantage in the market. We value the resilience and reliability of our supply chain and endeavor to continuously optimize our supply resources. By managing and diversifying our supplier base, we plan to mitigate potential supply chain risks, such as disruptions or shortages. We are developing and nurturing new strategic suppliers to optimize supply chain costs, and upgrading our supply chain management system. Production Strategy We closely monitor the dynamic trends shaping the global automotive and parts industry, as well as the increasing demand from new businesses. We plan to strategically optimize our global production capacity layout, enhancing capacity utilization rates, and adopt in-house production of core, high-value components to enhance supply chain resilience and operational efficiency. Specifically, our strategies include (i) streamlining and centralizing production capacity in high-cost regions including certain parts of Europe and the Americas, while improving operational efficiency in these regions through refined operations and automated systems, and (ii) establishing new production bases in cost-advantageous regions such as China, the Philippines and Morocco to reduce production costs while maintaining high standards of quality and efficiency. Furthermore, we intend to deepen global production capacity synergy by leveraging China’s strengths in management and production, which are renowned for their efficiency and innovation. By leveraging management talent and China’s expertise in intelligent manufacturing in our international operations, we aim to create a seamless and integrated global production network, enhancing our operational capabilities and underscoring our commitment to maintaining a competitive edge in the global market. BUSINESS – 218 – --- page 229 --- R&D We plan to strengthen capacity planning for global projects and streamline our design processes while ensuring that our products efficiently meet the diverse needs of international markets. By adopting a platform-based and modular R&D strategy, we are able to accelerates the development process and significantly reduce time-to-market, providing us with a competitive advantage. Moreover, we will integrate cost considerations throughout the entire project lifecycle. By embedding cost-efficiency into every stage of product development, we provide designs that are not only innovative and high-quality but also economically viable. Organizational Framework We plan to continuously adjust and optimize our organizational and management frameworks, in response to industry and business development needs, enhancing our administration efficiency and productivity. Further Capitalizing on China’s Market Advantages and Integrating Global Resources We plan to continue deepening the integration of our local advantages in China with our cross-border business capabilities. By leveraging the advanced automotive intelligence technology prevalent in the Chinese market, we are well-positioned to assist global OEMs in their transition toward intelligence and electrification. This not only enhances our role as a key player in the automotive industry but also solidifies our reputation as a leader in technological innovation. Furthermore, our first-mover advantage in establishing a global presence empowers us to support Chinese OEMs in their international expansion efforts. We have secured design wins for several leading Chinese OEMs for their overseas businesses. We are also in talks with certain leading Chinese OEMs regarding local collaboration in overseas markets. In addition, we plan to identify suitable acquisition targets based on industries, technological innovation capability, business size, financial performance, customer base, brand image, and sales network to further bolster our capabilities. As of the Latest Practicable Date, we had not identified any specific acquisition targets and were not in ongoing negotiations with any specific acquisition targets. Empowering Intelligent Manufacturing Upgrade with Digitalization We plan to further invest in automated factories. By expanding the digital transformation of these factories, we plan to integrate technologies that will facilitate modular combinations, enable large-scale mixed-line production and optimize automated material management. In addition, we plan to explore the integration of AI in intelligent manufacturing. The use of AI, big data, 5G communication and digital twin technologies in our manufacturing processes is expected to help us achieve a higher level of manufacturing intelligence, which will significantly reduce costs and increase efficiency, thereby enhancing our overall operational performance. BUSINESS – 219 – --- page 230 --- We further plan to optimize our cloud-based design, supply and manufacturing. This includes collaborative R&D and manufacturing, as well as implementing intelligent production, detection, logistics, and management systems. We plan to leverage industrial Internet, modern industrial software and a digitally integrated logistics system to ensure that all aspects of our production and supply chain are seamlessly integrated, leading to enhanced productivity and a strong, competitive position in the global market. Strengthening ESG Endeavors and Realizing Sustainable Development Goals We recognize the importance of ESG and the global trend towards sustainability. We have established an ESG disclosure system that meets international standards and continue to advance global sustainable development goals. Committed to our goal of achieving clean manufacturing, we plan to continue to effectively oversee and manage wastewater, emissions, and waste. Embracing the concept of green production and development, we plan to maintain effective oversight and management of energy consumption. We are implementing comprehensive carbon reduction measures and upholding resource reducing, reusing and recycling to foster a green, low-carbon, and sustainable development ecosystem. Furthermore, we consider sustainability to be an essential component of our business processes and we plan to establish a sustainable supply chain by integrating ESG principles into every facet of our procurement processes and providing sustainable solutions for products and services which meet customer requirements. We plan to assist suppliers in achieving greener and lower-carbon operations, with the goal of reaching net-zero emissions across the entire supply chain. We are dedicated to fostering a diverse, equitable, inclusive work environment to uphold human rights, fair treatment, equal opportunities, occupational health and safety, with a commitment to achieving zero safety incidents. We plan to enhance our multi-level employee development and training system to ensure that every employee has a fair opportunity to demonstrate their talents and values. We have developed our code of conduct and other policies in accordance with international frameworks, such as the International Labor Organization Core Conventions and the Organization for Economic Co-operation and Development Guidelines. In addition, we plan to continue to optimize our corporate governance structure by implementing effective internal control and compliance systems, actively preventing corruption and other unethical business practices. We are committed to acting responsibly with ethics and integrity, competing fairly, adhering to applicable laws and regulations, and fostering a compliance and ethics culture throughout our operations and business partnerships. BUSINESS – 220 – --- page 231 --- OUR BUSINESS MODEL Our business is built on a foundation of R&D, supply chain, production and sales networks in China and abroad. Key elements include our platform-based and modularized R&D, cross-regional synergy in supply chain management, intelligent and green production facilities and a localized sales and service network. Leveraging these strengths, we provide comprehensive and customized intelligent automotive technology solutions to OEM customers worldwide, with a view to creating a more intelligent, safer and greener smart mobility experience. Specifically, we provide comprehensive technical support and collaborate closely with OEMs throughout product development. These services span from early involvement in customer product definition with technical feasibility analysis, optimal hardware and/or software recommendations and assistance to vehicle manufacturers with system parameter optimization and debugging, to providing complete software development kits and ongoing technical support, as well as managing production quality control and supply chain operations. According to Frost & Sullivan, in terms of revenue in 2024, we ranked 41st in the global automotive parts industry with a market share of 0.5%. We are dedicated to advancing the intelligence and electrification of the global automotive industry. We provide leading global OEMs and emerging OEMs with comprehensive solutions that can be customized at both the software and hardware levels to meet the specific needs of their vehicle models. Our long-term, in-depth collaborations with customers have solidified our leadership in the industry. Our in-house core technologies and well-coordinated R&D centers, supply chain, production facilities and sales network in China and abroad are essential to our success. As of April 30, 2025, we had over 25 R&D centers and over 60 production bases around the world, covering major automotive markets such as Asia, Europe and North America. Looking ahead, we aim to leverage our existing knowledge and experience in the automotive industry, along with our strong R&D innovation capabilities, to explore emerging markets. We continue to capitalize on China’s robust automotive industry ecosystem, which includes a comprehensive value chain, technology capabilities in intelligent and electric vehicles and significant cost efficiencies. The synergy between these resources and our well-established domestic and overseas facilities positions us to accelerate growth and enhance market penetration worldwide. BUSINESS – 221 – --- page 232 --- OUR SOLUTIONS Our solutions primarily include automotive electronics solutions and automotive safety solutions. The following table sets forth a breakdown of our revenue by major type of solution for the years or periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Revenue % Revenue % Revenue % Revenue % Revenue % (RMB in thousands, except for percentages) (unaudited) Automotive safety solutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,428,001 69.1 38,576,839 69.2 38,658,739 69.2 12,480,056 69.4 12,349,570 62.6 – Airbags and intelligent steering wheels /H1118/H1118/H1118/H111822,860,557 45.9 25,050,050 45.0 25,364,285 45.4 8,090,146 45.0 8,240,608 41.8 – Seatbelts, integrated safety solutions and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,567,444 23.2 13,526,789 24.3 13,294,454 23.8 4,389,910 24.4 4,108,962 20.8 Automotive electronics solutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,365,351 30.9 17,151,637 30.8 16,996,416 30.4 5,508,987 30.6 5,447,346 27.7 – Automotive intelligence solutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,754,564 9.5 5,712,348 10.3 6,670,397 11.9 2,091,480 11.6 2,064,295 10.5 – E-mobility /H1118/H1118/H1118/H1118/H1118/H1118/H11182,322,658 4.7 2,440,518 4.4 2,187,497 3.9 555,377 3.1 854,696 4.3 – HMI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,288,128 16.6 8,998,771 16.1 8,138,522 14.6 2,862,130 15.9 2,528,355 12.9 Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 208,422 0.4 – – 1,910,371 9.7 – Automotive parts /H1118/H1118/H1118 – – – – 179,949 0.3 – – 1,637,448 8.3 – Other products /H1118/H1118/H1118/H1118/H1118– – – – 28,473 0.1 – – 272,923 1.4 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,793,352 100.0 55,728,476 100.0 55,863,577 100.0 17,989,043 100.0 19,707,287 100.0 Note: (1) Other solutions mainly include products and solutions of Senssun. Our revenue generated from automotive safety solutions increased from RMB34,428.0 million in 2022 to RMB38,576.8 million in 2023, as a result of the increase in sales of a majority of our automotive safety products and solutions, primarily due to the increase in their average selling price as our bargaining power improved. Our revenue generated from automotive safety solutions remained relatively stable at RMB38,658.7 million in 2024. Our revenue generated from automotive safety solutions remained relatively stable, amounting to RMB12,480.1 million and RMB12,349.6 million in the four months ended April 30, 2024 and 2025, respectively. BUSINESS – 222 – --- page 233 --- Our revenue generated from automotive electronics solutions increased from RMB15,365.4 million in 2022 to RMB17,151.6 million in 2023, primarily attributable to an increase in sales of automotive intelligence solutions, mainly due to the steady increase in the demand for our products as they passed the ramp-up phase. Our revenue generated from automotive electronics solutions decreased from RMB17,151.6 million in 2023 to RMB16,996.4 million in 2024, primarily arising from (i) a decrease in sales of HMI products as some projects reached the end of production and others had the start of production delayed; and (ii) a decrease in sales of E-mobility solutions. This is mainly due to (a) the reduction of subsidies for NEVs in certain European countries, which affected the overall NEV market and end-customer demand; and (b) a major European customer undergoing a product iteration, resulting in a change in the product delivery schedule, partially offset by an increase in sales of automotive intelligence solutions, especially in Europe, mainly because our product upgrade was acknowledged by the market, resulting in increased customer demand. Our revenue generated from automotive electronics solutions decreased from RMB5,509.0 million in the four months ended April 30, 2024 to RMB5,447.3 million in the four months ended April 30, 2025, primarily attributable to a decrease in sales volume of HMI products to one of our major European customers. Our revenue generated from others increased from nil in 2023 to RMB208.4 in 2024, and from nil in the four months ended April 30, 2024 to RMB1,910.4 million in the four months ended April 30, 2025, primarily as a result of our gaining control and consolidating the results of Senssun in December 2024. The following table sets forth a breakdown of the sales volume and average selling price by major type of solution for the years or periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Sales volume Average Selling Price Sales volume Average Selling Price Sales volume Average Selling Price Sales volume Average Selling Price Sales volume Average Selling Price (unit in thousands (RMB per unit) (unit in thousands (RMB per unit) (unit in thousands (RMB per unit) (unit in thousands (RMB per unit) (unit in thousands (RMB per unit) Automotive safety solutions Airbags and intelligent steering wheels /H1118/H1118/H1118/H1118100,181 228.2 93,398 268.2 90,026 281.7 28,641 282.5 28,030 294.0 Seatbelts, integrated safety solutions and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118231,335 50.0 217,589 62.2 222,488 59.8 69,988 62.7 73,647 55.8 BUSINESS – 223 – --- page 234 --- Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Sales volume Average Selling Price Sales volume Average Selling Price Sales volume Average Selling Price Sales volume Average Selling Price Sales volume Average Selling Price (unit in thousands (RMB per unit) (unit in thousands (RMB per unit) (unit in thousands (RMB per unit) (unit in thousands (RMB per unit) (unit in thousands (RMB per unit) Automotive electronics solutions Automotive intelligence solutions /H1118/H1118/H1118/H1118/H1118/H1118/H11183,368 1,411.6 4,036 1,415.4 4,302 1,550.7 1,449 1,443.9 1,392 1,482.9 E-mobility /H1118/H1118/H1118/H1118/H1118/H1118/H11183,100 749.2 3,307 738.1 3,079 710.5 838 662.7 1,144 747.1 HMI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,392 158.2 57,396 156.8 53,714 151.5 19,016 150.5 18,210 138.8 Others – automotive parts (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 1,657 108.6 – – 15,027 109.0 Note: (1) Reflects the details since December 18, 2024 when we gained control and consolidated the results of Senssun. See “History, Development and Corporate Structure — Material Acquisitions and Disposal — Acquisition of Senssun.” The sales volume of airbags and intelligent steering wheels decreased during the Track Record Period as certain mass production projects ended or experienced reduced sales with OEM customers due to changes in customer demand, particularly in EMEA and the Americas. In addition, the growth of the overall market demand for automotive safety solutions witnessed a pause in 2024, according to Frost & Sullivan. The average selling price of airbags and intelligent steering wheels generally increased during the Track Record Period through successful price negotiations with our customers, despite market competition. The sales volume of seatbelts, integrated safety solutions and others decreased from 2022 to 2023, and subsequently increased from 2023 to 2024, and further increased from the four months ended April 30, 2024 to the same period in 2025. The average selling price of seatbelts, integrated safety solutions and others increased from 2022 to 2023, and subsequently decreased from 2023 to 2024, and further decreased from the four months ended April 30, 2024 to the same period in 2025. These changes were primarily due to our gradually increased sales in regions where the market prices were relatively low due to local market dynamics, in particularly increased sales in China in 2024 and an increased sales in the rest of Asia in the four months ended April 30, 2025. The sales volume of automotive electronics solutions increased in 2023, primarily because (i) the demand for our automotive intelligence solutions increased as our customers’ products passed the ramp-up phase and their demand for our products stabilized with a steady increase; and (ii) the demand of certain NEV customers for our HMI products increased. The average selling price of automotive electronics solutions remained relatively stable in 2022 and 2023. The sales volume and average selling price of automotive intelligence solutions continued to increase in 2024, mainly because our product upgrade was acknowledged by the market, resulting in increased customer demand. The sales volume of automotive intelligence BUSINESS – 224 – --- page 235 --- solutions decreased while the average selling price increased from the four months ended April 30, 2024 to the same period in 2025, primarily because our further product upgrade, particularly the intelligence and connectivity features of our automotive intelligence solutions, thereby leading to optimization in product mix and increased average selling prices under our automotive intelligence solutions. The sales volume of E-mobility solutions decreased in 2024, primarily due to the reduction of subsidies for NEVs in certain European countries, which affected the overall NEV market and in turn the sales of E-mobility solutions. The average selling price of E-mobility solutions decreased slightly in 2024. The sales volume of E-mobility solutions increased from the four months ended April 30, 2024 to the same period in 2025, primarily because the sales volume to a major customer increased in the four months ended April 30, 2025. The average selling price of E-mobility solutions increased from the four months ended April 30, 2024 to the same period in 2025, mainly because of the changes in product mix under our E-mobility solutions. The sales volume of HMI products decreased in 2024 as some projects reached the end of production and others had the start of production delayed, mainly due to the reduction of subsidies for NEVs in certain European countries, which affected the overall NEV market and end-customer demand. The average selling price of E-mobility solutions further decreased from the four months ended April 30, 2024 to the same period in 2025, primarily due to the decreased sales to one of our major customers in Europe. The average selling price of HMI products decreased in 2024 and further decreased from the four months ended April 30, 2024 to the same period in 2025, primarily because of the changes in product mix. The sales volume of our other automotive parts was nil in 2022 and 2023, and was 1,657 thousand units and 15,027 thousand units in 2024 and the four months ended April 30, 2025, as a result of our gaining control and consolidating the results of operations of Senssun. The average selling price of our other automotive parts remained relatively stable since the consolidation. The following table sets forth a breakdown of our revenue by geographical region, determined by the location of customers, in amounts and as percentages of our total revenue for the years or periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Revenue % Revenue % Revenue % Revenue % Revenue % (RMB in thousands, except for percentages) (unaudited) China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,686,912 23.5 13,232,954 23.8 14,156,943 25.3 3,908,904 21.7 4,937,493 25.1 Overseas: – Rest of Asia (1) /H1118/H1118/H1118/H1118/H11185,235,648 10.5 6,036,723 10.8 5,263,446 9.4 1,724,777 9.6 1,700,034 8.6 – EMEA (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,561,937 41.3 22,528,817 40.4 22,668,924 40.6 7,656,174 42.6 8,207,587 41.6 – The Americas (3) /H1118/H1118/H1118/H111812,308,854 24.7 13,929,982 25.0 13,774,264 24.7 4,699,188 26.1 4,862,173 24.7 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,793,352 100.0 55,728,476 100.0 55,863,577 100.0 17,989,043 100.0 19,707,287 100.0 BUSINESS – 225 – --- page 236 --- Notes: (1) Mainly includes Japan, South Korea, India and Thailand. (2) Mainly includes Germany, Romania, Hungary, Portugal and Italy. (3) Mainly include the United States, Mexico and Brazil. Our revenue generated from China increased during the Track Record Period, primarily attributable to the increased average selling price mainly due to our improved product mix sold in China. Our revenue generated from the rest of Asia increased in 2023, primarily attributable to the increased average selling price mainly due to the improved product mix sold in the rest of Asia. Our revenue generated from the rest of Asia then decreased in 2024, primarily attributable to (i) the decreased average selling price mainly due to the changes in product mix sold in the rest of Asia; and (ii) the decreased customer demand in Japan. Our revenue generated from the rest of Asia then decreased from four months ended April 30, 2024 to four months ended April 30, 2025, primarily due to a higher proportion of sales from the seatbelt, integrated safety solutions and others category, which generally carries lower average selling prices in the rest of Asia. Our revenue generated from EMEA increased in 2023, primarily attributable to overall growth in Europe’s light vehicle production. Our revenue generated from EMEA further increased from the four months ended April 30, 2024 to the four months ended April 30, 2025, primarily attributable to higher average selling prices for airbag, intelligent steering wheel and seatbelt products and increased sales volumes of seatbelt products. Our revenue generated from the Americas remained relatively stable during the Track Record Period. The following table sets forth the breakdown of the sales volumes and average selling prices by geographical region for the years or periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Sales volume Average Selling Price Sales volume Average Selling Price Sales volume Average Selling Price Sales volume Average Selling Price Sales volume Average Selling Price (unit in thousands) (RMB per unit) (unit in thousands) (RMB per unit) (unit in thousands) (RMB per unit) (unit in thousands) (RMB per unit) (unit in thousands) (RMB per unit) China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111,289 105.0 113,857 116.2 118,850 119.1 33,698 116.0 49,016 100.6 Overseas – Rest of Asia (1) /H1118/H1118/H1118/H1118/H111873,526 71.2 67,911 88.9 67,328 78.2 19,617 87.8 26,484 64.2 – EMEA (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133,526 154.0 129,137 174.5 132,412 171.2 46,319 165.3 46,181 178.1 – The Americas (3) /H1118/H1118/H1118/H111872,035 170.9 64,822 214.9 57,352 240.2 20,297 231.5 22,153 219.5 BUSINESS – 226 – --- page 237 --- Notes: (1) Mainly includes Japan, South Korea, India and Thailand. (2) Mainly includes Germany, Romania, Hungary, Portugal and Italy. (3) Mainly include the United States, Mexico and Brazil. Our sales volume in China increased during the Track Record Period, as we continued to invest our resources in China to meet the growing market demand. Our average selling price in China increased from 2022 to 2024, primarily due to the improved product mix sold in China, reflecting the growing market demand for our advanced products. The higher average selling price was driven by increased sales of these higher-margin products. Our average selling price in China decreased from the four months ended April 30, 2024 to the same period in 2025, primarily because of changes in the product mix sold in China. Our sales volume in the rest of Asia decreased from 2022 to 2024, as the customer demand in Japan experienced a decrease. Our sales volume in the rest of Asia increased from the four months ended April 30, 2024 to the same period in 2025, primarily due to the increased sales of seatbelts, integrated safety solutions and others. Our average selling price in the rest of Asia fluctuated during the Track Record Period, primarily attributable to changes in the product mix sold in the rest of Asia. Our sales volume in EMEA remained relatively stable during the Track Record Period. Our average selling price in EMEA increased in 2023, remained relatively stable in 2024 and increased from the four months ended April 30, 2024 to the same period in 2025, primarily attributable to the improved product mix sold in EMEA and our strengthened bargaining power against customers in EMEA benefiting from our recognized product quality and trusting relationships with customers. Our average selling price in EMEA remained relatively stable in 2024. Our sales volume in the Americas decreased from 2022 to 2024, primarily reflecting the decrease in overall market demand in the Americas. Our sales volume in the Americas increased from the four months ended April 30, 2024 to the same period in 2025, primarily because we sold a larger portion of automotive electronics products to customers in the Americas in the four months ended April 30, 2025 due to higher market demand. Our average selling price in the Americas increased from 2022 to 2024, primarily attributable to our improved bargaining power. Our average selling price in the Americas decreased from the four months ended April 30, 2024 to the same period in 2025, primarily because of changes in the product mix. In addition, our gaining control and consolidating the results of Senssun also contributed to increases in the sales volume (which, in the case of EMEA, was offset by the decreases in the sales volume of other types of solutions as discussed above) and decreases in the average selling price (which, in the case of EMEA, was offset by the changes of product mix) across regions. See “History, Development and Corporate Structure — Material Acquisitions and Disposal — Acquisition of Senssun.” BUSINESS – 227 – --- page 238 --- Automotive Safety Solutions Our Groups’s history of designing, developing and producing automotive safety products can be traced back to the early 20th century, with the predecessor of Joyson Safety Systems being one of the first in the world to produce automotive safety products. Our products, particularly seatbelts, airbags and intelligent steering wheels, are designed to protect occupants during a collision or sudden stop by restraining movement and absorbing impact forces, thereby minimizing injury. Since the mid-1990s, we have developed comprehensive automotive safety solutions that integrate advanced algorithms with various vehicle systems and components. These solutions provide warnings and support to drivers and passengers to help prevent collisions. As our customers are located in different countries and regions, primarily China, the U.S., Japan, Germany and other European countries and regions, as well as Southeast Asian countries and regions, we keep abreast of the evolving automotive safety standards and requirements established by local authorities and meticulously design and test our products and solutions to ensure full compliance with these standards and requirements. According to Frost & Sullivan, we were the second-largest passive automotive safety products provider in China and the world for four consecutive years from 2021 to 2024, with a market share of 26.1% and 22.9% in terms of revenue in 2024, respectively. According to the same source, we were also one of the largest suppliers of steering wheels, seatbelts and airbags in the world in terms of revenue in 2024, with a market share of 35.9%, 22.1% and 19.0%, respectively. As of April 30, 2025, our automotive safety products and solutions had been applied to hundreds of different automotive models with more than 70 automotive brands worldwide. Airbags Our airbags play a crucial role in ensuring occupant safety during critical crash scenarios, with quality and reliability being paramount in our process. Leveraging our extensive knowledge of production systems, we conduct in-house research and design the safety features and the components of the airbags. We manufacture the majority of airbag components in-house, including critical components such as inflators, fabric, cushions and airbag covers, as well as other supporting components, to ensure quality and reliability. We integrate advanced lifesaving technologies seamlessly into vehicle interiors, with our lifesaving airbags available for all vehicle architectures. Our airbags are engineered to deploy within milliseconds when needed, even after many years of vehicle life. Our product portfolio primarily includes driver airbag, passenger airbag, knee airbag, side airbag and curtain airbag, as well as inflators, airbag textiles and airbag covers. Beyond traditional airbags, we also offer innovative solutions designed for vehicles with advanced autonomous driving capabilities, including far side airbag, windscreen airbag, belt-attached restraint supplement and embrace airbag. BUSINESS – 228 – --- page 239 --- Far-Side Airbag Our far-side airbag has passed rigorous testing, entered mass production and won the CLEPA Innovation Award from the European Association of Automotive Suppliers, establishing itself as a leading solution in the industry. Our far-side airbag features a multi-chamber design that precisely disperses impact forces during a collision, significantly reducing the risk of head and neck injuries by minimizing contact between the driver and front passenger. Its compact design occupies minimal interior space while dynamically adjusting inflation levels based on the occupant’s body type and seating posture, providing personalized protection. It is also compatible with both traditional ICEVs and NEVs, as well as family cars and high-end luxury vehicles, enhancing overall vehicle safety. Seatbelts Seatbelts are the primary passive safety devices in the event of a crash. Our product portfolio includes emergency locking retractors, pyrotechnic and electric pretensioners, anchor pretensioners and shockproof buckles. We value both restraint performance and seatbelt ergonomics. We research and design the safety features of the seatbelt components in-house, manufacture the seatbelt components, primarily the textiles, metal and plastic components, electric control system and assemble the seatbelts to the customers’ requirements. We also offer additional smart features for our seatbelt products, including motorized belt pretensioning, haptic warning systems, adaptive load limiter, belt tension measurement and additional comfort features to meet our customer diverse needs. In 2023, our elastomer locking tongue (᜗ᕁ ˟ᕁЉ) was awarded Advanced Body System Golden Award at the China Auto Parts Industry Awards (ᓼ—ᆤ) by Auto Business Review. Intelligent Adjustable Seatbelt We prioritize both restraint performance and seatbelt ergonomics. Our newly developed intelligent seatbelt system transcends traditional mechanical designs, evolving into a “real-time sensing and dynamic adaptation” safety hub. This system replaces traditional pyrotechnic pretensioners and forces limiters with motor-driven mechanisms, allowing for adjustable force levels. In emergencies, the DMR system adjusts based on data from the OMS and safety strategies from the domain controller. It customizes protection by considering the occupant’s body type, weight, age (such as children or elderly passengers) and dynamic seating posture, effectively securing the occupant’s position. Whether in a reclined or upright position or with dynamic seat adjustments, the system dynamically modifies the seatbelt’s pretension force, extension length and multi-level load limit thresholds. Combined with corresponding airbag products, this ensures comprehensive occupant protection. BUSINESS – 229 – --- page 240 --- Intelligent Steering Wheels The steering wheel is crucial to safety as it houses the driver airbag. The steering wheel and driver airbag operate together to protect drivers in case of a crash. Our fully integrated in-house production system, in which we in-house design and manufacture the steering wheels using die-cast magnesium or alloyed steel frames foamed with urethane, wrapped in leather or alternative materials and assembled, ensures the quality of our products. Additionally, we produce multifunctional switches and trim parts, such as carbon fiber, to personalize the steering wheel offered to each customer. As the most frequently touched component, we aim to provide exceptional haptics, styling and quality for our global customers. We offer customized intelligent steering wheels to meet diverse customer needs. The intelligent steering wheel incorporates a range of functions such as multimedia controls, voice recognition and intelligent driving functions within the multi-functional interface. Through continuous monitoring, real-time data analysis, adaptive memory and intelligent feedback loops, it materially enhances both driving safety and user experience. For example, the system can automatically adjust the wheel’s position and angle to match individual driver profiles; emit tactile lane-departure alerts via vibration when the vehicle drifts from its lane; and detect in real time if the driver’s hands leave the wheel, triggering active visual warnings through integrated illumination modules. We continually design and develop new steering devices to meet the evolving needs of intelligent vehicles. New Generation Hands-off Detection System With the advancement of autonomous driving technology, higher demands are placed on steering wheel control. When the driver fails to operate the steering wheel as required, the hands-off detection function must promptly and accurately send information to the vehicle’s control system. The system then ensures that the driver is reminded to take control, or the vehicle system responds according to the driving mode and road conditions to ensure the safety of both the driver and passengers. Our current system significantly enhances signal sensitivity and gesture recognition capabilities, while also improving connection reliability to ensure dependable operation in harsh environments. Foldable and Retractable Hidden Steering Wheel We have developed an innovative steering wheel designed for the future of autonomous driving, aimed at maximizing legroom and catering to the diverse needs of users at Level 2+ or above levels of autonomous driving. The foldable and retractable hidden steering wheel features an integrated folding design, incorporating advanced functions such as hands-off detection, ambient Lightbar, electric heating and health monitoring, ensuring comprehensive comfort and safety. The folding and unfolding process is equipped with self-locking and anti-pinch features for safe and reliable operation. The foldable and retractable hidden steering wheel’s downward flip design allows for customizable flip angles and speed, tailored to the BUSINESS – 230 – --- page 241 --- specific requirements of different vehicle models and usage scenarios. The entire folding mechanism is ingeniously concealed within the steering wheel, saving space and providing ample room for the driver’s airbags, demonstrating exceptional design innovation. Integrated Safety Solutions In addition to the above traditional safety products, we innovate technologies and offer integrated safety solutions, which provide warnings and support to drivers and passengers to avert collisions to the extent possible and are an integral part of the safety system of the intelligent vehicles. Our integrated safety solutions span DMS, OMS, pedestrian safety solutions and battery protection systems. In 2022, our PBD for NEVs was awarded the 2022 Automotive News PACE Awards by Automotive News. DMS We started to offer the DMS solutions in 2016, embedded with an automotive PACE award-winning and market-leading driver state system. Our DMS use advanced infrared-based camera sensing and safety control AI algorithms to analyze the driver’s attention. OMS Based on a long-standing history of expertise in occupant classification and kinematic behavior analysis, we provide advanced OMS solutions. Our offerings incorporate decision- making AI algorithms and a range of interior sensors, such as integrated foam sensors and multispectral sensor systems. These solutions significantly enhance occupant safety by adaptively adjusting vehicle safety system parameters according to occupancy conditions. Additionally, our systems deliver crucial alerts if a child, pet or object is inadvertently left in the vehicle. Integrated DMS and OMS with Vital Signs Detection Steering Wheel In response to the evolving landscape of intelligent driving, smart cockpits and automotive health ecosystems, we have developed advanced intelligent steering wheel systems that integrate DMS and OMS with vital signs detection. These systems utilize sophisticated sensors and algorithms to assess the status of different passengers and drivers, particularly in Level 2 to Level 2+ levels of autonomous driving. The system identifies the body type and posture of occupants and incorporates hand sensing, tactile feedback, biometric monitoring and emergency control functions to create a multidimensional perception network for safe driving. Our intelligent steering wheels are also equipped with highly sensitive electrode materials that seamlessly blend with the design, enabling real-time monitoring of vital signs such as heart rate, respiration rate, fatigue level, and blood oxygen content. High-precision algorithms analyze the driver’s state, displaying information in real-time on the intelligent steering wheel screen, central console or through light elements. Upon detecting anomalies, the system can issue alerts and intelligently adjust vehicle settings, such as lowering the air conditioning BUSINESS – 231 – --- page 242 --- temperature or releasing aromatherapy to alleviate passenger fatigue. It also connects with vehicle connectivity systems and medical service cloud platforms to provide professional medical diagnostics and health management, ensuring the safety of both drivers and passengers. Pedestrian safety solutions. We offer pyrotechnic actuators designed to mitigate injuries to vulnerable pedestrians. For example, we offer active hood lifters which raise the vehicle hood during collision, thereby mitigating potential impact to the head of a pedestrian by hard objects and structures beneath the vehicle hood. Battery protection systems. Designed for NEVs, our PBD technology protects drivers and occupants from the risk of battery overload or short circuit by irreversibly disconnecting the automotive high-voltage circuit system. Automotive Electronics Solutions Our automotive electronics solutions primarily include automotive intelligence solutions, E-mobility solutions and HMI products. Automotive Intelligence Solutions We provide a range of automotive intelligence solutions, including intelligent cockpit domain control systems, smart connectivity solutions and intelligent driving solutions for renowned OEMs worldwide. BUSINESS – 232 – --- page 243 --- Our automotive intelligence solutions typically feature the following:  Compatibility: Our solutions typically offer strong compatibility through a layered architecture that enables integration with diverse hardware, operating systems, and chips to meet automotive needs.  Scalability: Our scalable multi-layered architecture separates hardware, core functions, and user interfaces, enabling efficient solution development and iteration while reducing costs through cross-platform component reuse.  High performance: Our solutions offer excellent performance with power efficiency, reliability and secured design. Intelligent Cockpit Domain Control Systems Our intelligent cockpit domain control system, typically in a form of a silver box installed behind the central control screen of a vehicle, enables swift and multi-modal interactions between the end users and the vehicle, facilitating intuitive and responsive user interactions. It uses environmental data, vehicle information and user commands to activate in-vehicle functions and interact with users effectively. We have developed a comprehensive suite of software for an intelligent cockpit domain control system, encompassing the entire software stack from the basic software to middleware components such as vehicle control, bluetooth/WIFI, audio, media and the Android system. During the Track Record Period, the sales volume of our intelligent cockpit domain control systems exceeded 10 million units. Our intelligent cockpit domain control system streamlines the domain control of the intelligent vehicles by integrating electronic control units (the “ ECUs ”) from various vehicle subsystems. It sets the foundation for achieving centralized electronic control including the combined domain control of both cockpit and intelligent driving. BUSINESS – 233 – --- page 244 --- We enhance user experience with useful and intuitive in-vehicle intelligent services and applications and infotainment functions. Our intelligent cockpit domain control system supports:  multi-screen display and interaction, supporting infotainment display, cluster, head-up display and co-driver display;  navigation service, enabling drivers to enjoy real-time, accurate and dynamic navigation and traffic updates;  AI-empowered capability with support from a self-developed empathy engine to provide intelligent services such as multi-modal perception and AI assistants by integrating mainstream AI large models. This enables personalized services for users through multi-modal perception, including a self-developed empathetic cockpit;  multimedia for the global market;  DMS and OMS. See “— Automotive Safety Solutions — Integrated Safety Solutions;”  integration of parking and driving assistance functions;  connectivity with smart devices, enabling consumers to integrate their smartphones and IoT devices such as wearables with the vehicle’s systems. It provides an cost-effective and high-performance integrated domain controller for the cockpit network;  supporting the integration of in-vehicle infotainment (IVI) and telematics control units (TCU), providing high-performance and cost-effective cockpit-connectivity domain controllers; and  SOTA and FOTA updates. We continually upgrade and enhance the performance of the software with our OTA software upgrade technologies while ensuring cybersecurity. BUSINESS – 234 – --- page 245 --- Our intelligent cockpit domain control systems generally feature the following:  Strong adaptability and compatibility . Our intelligent cockpit domain control systems are designed with exceptional adaptability and compatibility, making them highly versatile for various applications. They feature a layered decoupling approach that supports flexible hardware configurations and modular software setups, accommodating mainstream system-on-chip (“ SoC”) solutions. In addition, these solutions offer efficient and adaptable multimodality interaction solutions, enabling customized development across multiple system environments. Utilizing Hypervisor technology, they are compatible with different operating systems on the same hardware, including QNX, Linux and Android, thus meeting the diverse requirements of OEMs and the interaction needs of end users.  Scalability . We build a multi-layered architecture for software and hardware development that works across different operating systems, comprising a basic layer that handles basic hardware platforms, middleware layer that manages key functions, and an application layer that users directly interact with. This layered design, combined with our advanced system that simplifies complex operations, makes it easier and faster for us to update features and improve system performance. Our platform-based approach allows us to reuse core modules across different vehicle models, ultimately reducing costs for our customers. Intelligent Driving Solutions The intelligent driving solution industries have experienced rapid growth in recent years, driven by advancements in intelligent driving technologies, increasing consumer demands for safer and more comfortable driving and supportive government policies promoting smart mobility solutions. Building upon our understanding of customer demand, we have expedited the development of and started to offer intelligent driving solutions in 2021. We capitalize on our hardware and software integration technologies. We prioritize the flexibility of solution development, the scalability of functions and the reliability and cost-effectiveness of our intelligent driving solutions, offering a safe, comfortable and convenient travel experience to drivers and passengers. We typically provide integrated software and hardware intelligent driving solutions to the OEM customers. Our intelligent driving solutions mainly include ADAS domain controllers and front view smart camera, which can be provided either individually or in aggregate to the customers depending on their specific needs. In addition, we have also developed CCUs. See “— CCU.” BUSINESS – 235 – --- page 246 --- ADAS Domain Controller An ADAS domain controller functions as the brain in intelligent driving solutions. Our ADAS domain controllers gather data from sensors around the vehicle, including radars, cameras and ultrasonic sensors, to construct a model of the surrounding environment. The software algorithms embedded in the domain controllers then determine the appropriate actions for the vehicle. We focus on building a comprehensive stack of ADAS technologies and are accelerating the R&D of autonomous driving domain controllers and advanced functional modules. We will work with partners in various fields, including LiDAR, ADAS algorithms and chips, and our ADAS domain controllers are compatible with mainstream intelligent driving chips. In May 2023, we announced our first ADAS domain controller product, nDrive-H.  Super computing power with high efficiency : The nDrive-H features a dual-chip architecture with exceptional computing power, enabling autonomous driving capabilities from Level 2+ to Level 4. Through advanced planning algorithms and data fusion, it combines driving and parking functions while enabling features like Navigate on Autopilot. The domain controller’s lightweight design prioritizes power efficiency and reliability, delivering an enhanced driving experience while providing OEM customers with cost benefits through optimized resource utilization.  Safety Design : In terms of automotive functional safety, the nDrive-H has obtained ASIL-D level certification for its product development process. The design includes full redundancy through an independent safety island and redundant hardware. It also features a patented liquid cooling chamber that prevents condensation and moisture penetration, keeping electronic components at optimal temperatures. These features enable the nDrive H to meet the stringent quality standards for mass production. Front View Smart Camera We started to offer the front view smart cameras in 2025 that support all Level 2 intelligent driving scenarios. We primarily engage in the design and development of key software, mainly including fusion algorithms, functional algorithms, planning and control algorithms and safety functions. Our front view smart cameras support multiple scenarios of intelligent driving, primarily including intelligent cruise assistant, adaptive cruise control, automate emergency braking. Our front view smart camera can be customized to different automotive models and platforms and is designed to be applied to the global market. As of April 30, 2025, we had offered the first generation of front view smart camera, nCam 1. nCam 1 offers eight million pixels resolution, high-frequency oscillatory ventilation of 120 degrees and two to five TOPs computing power. It incorporates one camera and up to five radar units. BUSINESS – 236 – --- page 247 --- Smart Connectivity Solutions The rapid advancement of intelligent driving presents challenges for vehicles in complex scenarios. V2X technology is therefore essential for intelligent vehicles to achieve enhanced environmental perception, precise decision-making and control in autonomous vehicles. In 2021, following advances in 5G technology, we became the world’s first company to mass-produce 5G-V2X solutions for OEM customers, according to Frost & Sullivan. Our 5G-V2X solutions are primarily developed in a form of 5G-V2X smart connectivity terminals, which utilize cellular networks to enable vehicles to share information with their surroundings including other vehicles and road infrastructure for improved safety and efficiency. This real-time communication allows for better situational awareness and smarter decisions about vehicle operation and routing. Our smart connectivity solutions offer vehicle communication capabilities that make driving safer and more efficient. In addition to providing traditional functions such as remote vehicle control, remote monitoring and emergency rescue, our smart connectivity solutions utilize a self-developed V2X protocol stack with cross-platform design supporting mainstream chips and supporting all Day I and Day II scenarios defined by Chinese and European standards, as well as OEM-customized scenarios like forward collision warning and cooperative vehicle merging. Furthermore, it supports extended features including sub-meter high-precision positioning, digital keys and smart antenna design. Our solution combines C-V2X standard compliance with sophisticated proprietary autonomous algorithms, proven through extensive large-scale simulations and field tests. The smart connectivity solution is a system that can potentially integrate vehicle-road- cloud technology with low-altitude applications, supporting V2X technology across global markets and providing comprehensive transportation solutions for automakers, city managers, and low-altitude economy participants. For example, we participated in the “V ehicle-Road- Cloud Integrated System” project in Ningbo National High-tech Zone, contributing to the intelligent transportation ecosystem. Other potential applications include drone logistics and air emergency rescue, which will enhance traffic efficiency and safety. We are also a major contributor in the formulation of national standards related to smart connectivity, including the White Paper on High-Precision Satellite Positioning for Intelligent and Connected V ehicles (ࣣfor CAICV , Testing and Evaluation Procedures for Warning Application Functions of Intelligent and Connected V ehicle V2X Systems ( ౽ঐၣᑌӛԓV2Xجfor the China Society of Automotive Engineers and Enhanced V2X Business Application Layer Interaction Data Requirements (ٙV2XӋ) for CCSA. BUSINESS – 237 – --- page 248 --- Case studies: diverse and flexible collaborative approaches with OEMs We have established strong partnerships with leading global automotive manufacturers to develop advanced 5G and V2X vehicle-road coordination solutions. Our collaborative approach demonstrates our flexibility and technical expertise in meeting diverse OEM requirements while maintaining high standards of innovation and quality. In 2023, we entered into a partnership with OEM A, a leading NEV brand in China, and delivered both hardware and software as a smart connectivity solution, while enabling our customer to develop specific application-layer solutions.  We delivered tailored smart connectivity solutions based on OEM A ’s specific product requirements, implementing various 5G and V2X capabilities. Through our modular design approach, we enabled OEM A to customize functionality across different vehicle models using combinations of hardware and software modules. This flexibility ensured our solutions aligned with OEM A ’s specific requirements.  We employed a unified software architecture platform that enabled OEM A to develop specific application-layer solutions and functional extensions. For example, in V2X scenarios, we provided standardized data-parsing layers that allowed OEM A to implement customized scenario development through standard interfaces. Our hardware platform used a leading chipset manufacturer’s solution, ensuring performance met high computing power demands, while our standardized interface design facilitated rapid integration of third-party applications.  We provided comprehensive one-stop services throughout the solution delivery process. Our engagement spanned the entire product lifecycle—beginning with early involvement in OEM A ’s product definition phase, where we offered technical feasibility analysis and recommended suitable hardware and software solutions. We assisted OEM A with system parameter optimization and debugging to ensure peak performance. During product development, we delivered complete software development kits with technical support. Additionally, we managed production quality control and supply chain operations, creating a seamless end-to-end experience for our customer. Our engagement with OEM B, a premier automotive brand, exemplifies our advanced system integration capabilities. We deliver hardware solutions and software development while seamlessly integrating its proprietary basic components that meet OEM B’s corporate standards.  In this project, we implemented a modular design approach to create a customized V2X solution for OEM B. We divided the hardware system into three independent modules, namely the MCU (Microcontroller Unit), the NAD (Network Access Device) and the AP (Application Processor). The MCU manages power supply, in-vehicle network communication and diagnostics; the NAD handles basic positioning and V2X communication; and the AP processes basic data analysis and application logic. Each module can be independently designed, developed, tested and maintained, and can communicate and collaborate through well-defined interfaces, thereby enhancing system flexibility and scalability. BUSINESS – 238 – --- page 249 ---  For the software architecture, we developed several core components including the V2X protocol stack, V2X applications, diagnostics and upgrade functionality. These components strictly adhere to OEM B’s corporate standards and technical specifications. We successfully integrated our software onto OEM B’s proprietary implementation of the AUTOSAR foundational software platform. Additionally, each software version we offered underwent rigorous client-side testing, with the upgrade functionality specifically passing OEM B’s required week-long stability test of a thousand iterations.  Our services encompassed the entire product development lifecycle. In the initial stages, we were deeply involved in requirements analysis and technical feasibility assessments, ensuring the solution fully met customer expectations. During the development phase, our engineering team collaborated closely with OEM B, optimizing the system and fine-tuning performance. We also provided comprehensive technical support, assisting the client with vehicle-level multi- scenario testing and validation, including the V2X demonstration zone testing nationwide, to verify the vehicle’s V2X functionality. Through this project, we successfully demonstrated our ability to seamlessly integrate complex proprietary technology into customers’ vehicle systems. CCU With the transformation from the distributed E/E architecture to a centralized architecture, we have initiated a joint pre-research project with a leading domestic intelligent automotive chip company. Together, we have successfully co-developed our CCU product based on its intelligent automotive cross-domain SoC. Our CCU products are designed to be the super brain for a vehicle, acting as the main hub for communication and AI-powered data processing, integrating data from different vehicle systems, such as intelligent cockpit system and the intelligent driving system. We aim to realize the full integration of intellectual cockpit and intelligent driving functions in one controlling unit, namely one board and one chip. The product will support the computing data from multiple domains, primarily including the intelligent cockpit, smart connectivity and intelligent driving, and fits a centralized E/E architecture that features efficient communication mechanisms, rational allocation of hardware resources as well as computing power and optimized spatial layout. Other Automotive Intelligence Solution — Digital Key Solution Our digital key solution is a smart access system powered by ultra-wideband technology. This comprehensive and cost-effective solution integrates multiple functionalities into a single system. Leveraging advanced algorithmic capabilities, we have achieved seamless integration of centimeter-level positioning and radar sensing technologies. The key anchor points are repurposed for in-vehicle sensing applications, enabling features such as automatic unlocking, child presence detection, and kick sensor. The system is designed to be extensible, supporting BUSINESS – 239 – --- page 250 --- various use cases such as spatial positioning. Through this innovative solution, we deliver enhanced security, precision, and convenience to elevate the overall driving experience. In 2024, our digital key solution was awarded with Advanced Body System Golden Award at the China Auto Parts Industry Awards (ᓼ—ᆤ) by Auto Business Review. E-mobility Solutions Our E-mobility solutions mainly include (i) battery management system and (ii) power electronics. According to Frost & Sullivan, we are among the world’s pioneering suppliers to achieve mass production of 800V high-voltage platform products, with the world’s first high-voltage Booster and DC/DC converter developed in 2019. These products allow for higher charging power and faster charging speeds for NEVs. Furthermore, we have developed an integrated electronic control module that aligns with the automotive industry’s trends of lightweight and modularization, contributing to space saving and cost reduction. BMS BMS is essential for managing the battery system of a vehicle and protecting the battery as well as the vehicle. V oltage irregularities, temperature fluctuations and manufacturing tolerances can reduce the lifespan of battery cells in electric vehicles. As a core technology, BMS underpins the quality and safety of NEVs. Comprising a battery management unit, a cell supervising sensor unit, and a current and voltage sensor unit, the BMS ensures effective management and optimal use of power battery packs, enhancing performance and extending their lifespan. We offer BMS solutions across multiple voltage platforms including 12V , 48V , 400V and 800V . Supported by Daisy-Chain communication technology and AUTOSAR software architecture, our BMS solutions can be offered as distributed system or integrated system, both connecting the control board directly to battery cells or modules, efficiently managing all electronic hardware. We started to offer integrated software and hardware BMS solutions to OEM customers and Tier 1 supplier customers in 2008. As of April 30, 2025, our BMS solutions had been applied to EV models of renowned international OEMs. BUSINESS – 240 – --- page 251 --- Our BMS solutions deliver comprehensive battery management through below key system components, each providing distinct benefits for optimal battery performance and longevity:  Real-time monitoring system. The monitoring system continuously tracks critical parameters including voltage, current, and temperature, while employing proprietary algorithms to assess battery capacity and state of charge with high accuracy. This constant vigilance ensures optimal battery operation and enables early detection of potential issues, thereby maximizing system reliability.  Intelligent management system. After obtaining battery status, the management system performs thermal management, battery balancing, charge-discharge management and fault alarm to ensure the battery pack maintains safe and efficient operation, thereby protecting vehicle safety and extending battery life. Case Study: Implementation of Pre-Developed Technologies in Product Development Our pre-development technologies have played a pivotal role in our commercialized BMS. Based on our keen market insights, we conducted extensive research and explored into thermal runaway early warning systems, which aims to address the foremost safety concern for power battery and NEV users. Based on our modular R&D strategy, we developed solutions for various heat sources and mechanisms within electric vehicle battery packs, accounting for the key physical processes in thermal runaway events, including heat transfer, electrochemistry, mechanics, and fluid dynamics. We pre-developed a series of modules accordingly, including temperature monitoring modules, gas concentration monitoring modules, humidity monitoring modules, acceleration sensor modules and gas pressure monitoring modules. Our gas pressure sensor solution has been integrated into a specially designed thermal runaway warning module. This module, recognized for its exceptional performance and reliability, was subsequently adopted in our advanced 800V BMS solution offered to OEM C, a prestigious international OEM customer. We designed multiple modular battery thermal management solutions that addressed OEM C’s varying platform needs.  Our hardware platform features a modular sensor architecture enabling customizable sensor combinations. This architecture allows us to provide customized sensor packages for both high-end and budget-friendly OEM solutions, meeting a wide range of market needs. For high-performance vehicle architecture, we integrate high-precision gas pressure sensors for real-time battery pack monitoring and hydrogen concentration sensors to detect early signs of thermal runaway through electrochemical reactions. For more affordable vehicle platform, we offer integrated thermal runaway sensor modules with medium-precision gas pressure sensors, optimizing safety and cost-effectiveness.  Our software platform also features a modular architecture that enables rapid integration and validation of different components. This flexible design allows us to efficiently customize features for various vehicle platforms while maintaining low coupling for easier maintenance. For high-end configurations, we implemented both pressure and hydrogen sensing capabilities, while cost-optimized versions focused on pressure monitoring functionality. BUSINESS – 241 – --- page 252 --- Combo Power Electronics Charging speed remains one of the core bottlenecks faced by E-mobility solutions. We focus on increasing the input electric voltage to improve charging efficiency. As of April 30, 2025, we had mass-produced and offered on-board power electronics products to a wide spectrum of OEM customers. Our power electronics products primarily include Boosters, OBCs and DC/DC converter, which can be provided individually or in aggregate to OEM customers. Our Booster increases the input voltage of 400V fast charging stations to 800V , enabling the charging of 800V batteries at these stations. Our OBC converts household or industrial alternating current into DC to charge NEVs. Our DC/DC converter transforms high-voltage DC from the battery into low-voltage DC for powering on-board electrical equipment and systems. When offered in aggregate, our comprehensive power electronics solutions integrate OBC, on-board DC/DC converter, the power distribution unit (“ PDU”) and other components. We primarily offer two-in-one solutions that integrate OBC and DC/DC converter, three-in-one solutions that integrate OBC, DC/DC converter and PDU, and other solutions with a higher level of integration. Through integrated designs, our solutions minimize space occupancy, simplify wiring layouts, reduce costs and enhance overall development efficiency and quality. Our products have industry-leading performance in areas such as conversion efficiency, power density and reliability. In particular, the highest conversion efficiency of our OBC reached approximately 96%. We are in the process of R&D and industrial revolution of innovative technologies such as 800V architecture charge and discharge management and wireless charging systems. The 800V architecture charge and discharge management system is designed to enhance the safety and reliability of 800V platform battery management by embedding AC impedance online monitoring functions and developing an adaptive fast charging method based on AC impedance feedback, ultimately creating a high-voltage fast charging overall solution. Wireless charging technology aims to simplify the charging process for NEVs by improving magnetic coupling mechanisms and enhancing transmission power and efficiency. It allows NEVs to be charged without the need for physical cables. HMI Products Our HMI products serve as an interface that allow end users to interact with the intelligent vehicles, featuring the integration of key proprietary technologies, primarily including integrated interactive interface, touch screen, display unit and control unit, haptic feedback and handwriting recognition. Our HMI products primarily included central and drive mode control, central control panel, multi-function steering wheel switch and air conditioning controller. We expect to continually develop HMI technologies to keep abreast of industry trends and to assist our OEM customers in developing more intelligent and customer-friendly cockpit solutions. BUSINESS – 242 – --- page 253 --- Central and Drive Mode Control. Central and drive mode control integrates electronic gear shifting, entertainment control, air conditioning, integrated driving assistance and other functionalities. Our central and drive mode control features touch input, handwriting recognition and haptic feedback capabilities. We offer the central and drive mode control that can incorporate a crystal surface design and a magnetic touch feedback and supports touchpad integration. Central Control Panel. Our central control panels are designed to allow drivers to adjust volume and display settings intuitively, even without direct visual attention to the panel, thereby promoting safer driving conditions. For example, one of the models incorporates an innovative on-screen knob for volume and display control, seamlessly integrated with the touchscreen through optical bonding. We may further customize the designs for our OEM customers to meet their unique demands. For a leading luxury automotive manufacturer, we have developed a central control panel with sophisticated design that combines air conditioning temperature control, driving mode selection, and vehicle status monitoring, distinguished by its high-precision haptic feedback and force-sensing capabilities. Other HMI products. We also provide multi-function steering wheel switches and air conditioning controllers, each designed to enhance user interaction within vehicles through precision engineering. Our multi-function steering wheel switches and air conditioning controllers are based on integrating high-precision control circuits with advanced software systems to deliver reliable and responsive user interfaces. Others Automotive Parts Our other automotive parts primarily include automotive part products of Senssun. These products primarily include cockpit components as well as EV charging and power distribution system. BUSINESS – 243 – --- page 254 --- Cockpit Components We specialize in cockpit components for premium automotive interiors, focusing on two core business segments, namely, air management systems and luxury trim components. With over 20 years of collaboration with global leading automotive brands, we deliver professional solutions tailored to our customers’ needs. Notably, our air management system has been awarded “National Manufacturing Single Champion Product,” while our luxury trim is renowned for its excellent manufacturing craftsmanship. Air Management System Our air management system products encompass both mechanical air vents, including knob-controlled, dial-controlled, wheel-controlled and ball-joint-controlled variants, and electric air vents featuring screen control, voice activation and gesture recognition capabilities. We have established complete in-house development and manufacturing capabilities for all critical components, including actuators and motors. Our air management system products are designed to optimize cabin comfort by precisely maintaining ideal conditions for air temperature, humidity, flow direction and speed, purity, noise levels and residual pressure. Through our advanced air management solutions, we deliver intelligent, human-centered comfort systems that elevate the passenger experience. Premium Decorative Trim Product Our premium decorative trim product line features high-end surface finishes including genuine wood, real aluminum, carbon fiber and innovative materials (such as natural stone, mother-of-pearl, natural fibers, eco-friendly paper and film materials). These solutions are widely applied to automotive interior components such as door panels and central control panels, delivering both decorative appeal and protective functionality. Our products provide cutting-edge aesthetic designs for cockpits. EV Charging and Power Distribution System Our EV charging and power distribution system primarily comprises intelligent charging piles as well as in-vehicle charging and power distribution products for EV . In 2023, we obtained the design win from a renowned eVTOL company to provide an integrated charging and power distribution management system for their flying car. EV Charging Products We provide comprehensive EV charging products, including AC charging piles, high- voltage DC charging piles, portable chargers and discharge guns. Our AC charging piles connect to AC power grids to deliver alternating current for electric vehicle batteries. The high-voltage DC charging piles utilize a high-power module platform capable of delivering adjustable voltage and current with an output capacity up to 1,000V DC, specifically designed BUSINESS – 244 – --- page 255 --- to meet fast-charging requirements. For convenient charging solutions, our portable chargers enable direct power supply from standard AC sources, while our discharge guns address power access challenges in outdoor environments by enabling vehicle-to-load functionality. All our products incorporate comprehensive safety protections to accommodate diverse charging scenarios. For international markets, our charging solutions have obtained TUV CE certification meeting European standards and UL certification compliant with North American requirements, demonstrating our commitment to global quality and safety standards. We plan to obtain 3C certificate for our charging products sold in China pursuant to the latest regulatory requirement. In-vehicle Charging and Power Distribution System Apart from the battery management system and power electronics products we provide under E-mobility solutions, our in-vehicle charging system products also include charging sockets, high-voltage charging harnesses and charging doors, which are used to provide power sources for new energy vehicles. Our power distribution system products mainly include battery disconnect units (BDU), high-voltage power distribution units (PDU) and electric vehicle communication controllers (EVCC), which are used to provide safety protection for new energy vehicles. Other Products Other products primarily include weighing apparatus business of Senssun and robotic parts. Weighing Apparatus Business We provide innovative health and smart products to home users, including kitchen scales, body scales, practical scales and exercise and health measurement products. We also provide high-quality weighing and measurement products and solutions to commercial users, including price computing scales, industry scales, supermarket scales, smart canteen scales, logistics scales and tooling. Robotic Parts Drawing on our extensive, cross-domain experience in automotive parts, we can systematically apply our multi-modal perception technology, reliable energy management capabilities and innovative lightweight material usage to the robotics industry. Our robotic parts primarily include robotic sensors, battery management and backup products, as well as robotic exoskeletons. BUSINESS – 245 – --- page 256 --- Robotic Sensors We are building a multi-dimensional environmental interaction system that encompasses force perception, vision, smell, touch, and spatial awareness. By integrating automotive-grade sensor technology with biomimetic design, we endow robots with a more precise understanding of the physical world. Our robot sensors include six-dimensional force sensors, inertial measurement units, olfactory sensors, stereo depth cameras, electronic skin and solid-state LiDAR. Battery Management and Backup Products Leveraging our experience in adaptive energy management for high-voltage charging in NEVs, we have developed a robotic energy hub designed to handle complex operating conditions. This hub enables comprehensive battery management, covering efficient charging and discharging as well as dynamic load optimization. We offer a wireless charging module for robots and an intelligent management system for robotic power batteries. Robotic Exoskeletons Leveraging our research and development in lightweight automotive materials, we have created a new composite structure that combines strength and flexibility. Our lightweight, highly durable robotic exoskeleton provides foundational support for breakthroughs in robotic mobility. We are also creating a feedback system that applies data from intelligent driving to models used to train robots and extracting valuable insights from industrial scenarios to refine and optimize the performance of embodied intelligence algorithms. Leveraging our extensive experience within the automotive industry, our abilities in research and development, design, testing and validation and mass production enable the mass production of robotic components with reliable quality and effective cost-control. OUR TECHNOLOGY Our comprehensive capabilities covering automotive electronics and automotive safety contribute to the competitiveness of our diversified products and solutions. We have successfully developed a number of core in-house technologies underpinning our products and solutions as well as buttressing the development and testing of our products and solutions. BUSINESS – 246 – --- page 257 --- Automotive intelligence solutions We have self-developed independent development platforms for automotive intelligence solutions that meet our design needs. Our platforms enhance our R&D efficiency by extracting and generalizing common elements across different structures of various OEMs, allowing for reuse in different customer projects in domestic and international markets and enabling us to capture industry trends in advance.  Our intelligent cockpit development platform uses a hardware abstraction layer to separate hardware effects from upper-layer software, enabling use across various systems, including ADAS and intelligent cockpit domain control systems. The platform enables quick baseline upgrades, meets global data and cybersecurity standards, and allows customization to support Chinese OEM’s global expansion.  Our telematics software platform features a standardized interface that works with various hardware chips and modules, enabling smooth data exchange and remote vehicle control. With its modular design and third-party integration support, it creates a strong ecosystem for smart transportation.  Our ultra-wideband platform delivers the industry’s first global digital key solution using advanced ultra-wideband AOA technology, providing cost-effective digital keys and bio-radar functions.  We are in the process of developing an innovative autonomous driving data storage system. We aim to leverage our domestic and overseas R&D resources to provide secure, efficient, and cost-effective storage that meets international regulations. HMI — Capacitive Touch Sensing Technology Our proprietary HMI touch sensing technology features an innovative step-by-step touch detection and sensing system integrated with high-precision capacitive touch sensors. This advanced solution employs step-controlled capacitor charging/discharging modes with high- frequency filtering and sampling, eliminating the need for specialized touch sampling chips. Through strategic partnerships with leading domestic and international membrane suppliers, our technology demonstrates superior compatibility with both mutual and self-touch sensors, delivering enhanced touch sensitivity and accuracy while maintaining competitive cost advantages. HMI — Haptic Feedback Technology Our HMI technology integrates precision haptic sensors and actuators with intelligent vibration curve algorithms to deliver responsive haptic feedback. The solution features adaptive learning capabilities that personalize haptic responses based on user behavior and scenario, while maintaining energy efficiency through low-power consumption design and BUSINESS – 247 – --- page 258 --- advanced materials. Through continuous innovation in tactile materials and feedback mechanisms, we achieve superior response times and refined haptic resolution, ultimately delivering an intuitive, secure, and personalized in-vehicle interaction experience. Battery Management Technologies Online battery parameter identification algorithm We developed the online battery parameter identification algorithm to simulate the battery characteristics. By measuring real-time cell current and terminal voltage using this algorithm, we obtain data on open circuit voltage, internal resistance and polarization resistance and capacitance, adjusting predictions based on voltage measurement differences. Using the one-order equivalent circuit model, we accurately simulate lithium battery characteristics while maintaining reasonable calculations. Active-passive integrated insulation detection technology The technology facilitates both active and passive insulation detection. Prior to connecting the entire vehicle to the electrical system, the battery system’s insulation resistance can be precisely measured using passive insulation. Once the vehicle is connected, the overall insulation status can be accurately assessed through active insulation. In addition, the technology enables testing of the insulation testing circuit’s effectiveness, ensuring accurate and reliable insulation detection. Power electronics — DC/DC converter Our innovative low-power DC/DC converter technology achieves reliable and secure conversion of 800V DC to 12V DC within electric vehicle battery packs through optimized circuit topology and simplified component design. This advanced power management solution not only enhances overall system reliability but also maintains critical battery safety monitoring capabilities during vehicle parking states, significantly improving all-weather safety performance of NEVs. Airbags — Inflator Our airbags leverage advanced core technologies encompassing fabric and airbag materials, sophisticated folding techniques, and state-of-the-art inflator technologies. At the heart of our innovation lies our diverse inflator portfolio, featuring hybrid, cold gas, and pyrotechnic systems, along with Advanced Airbag Unit technologies, complemented by gas generant and igniters. These systems are engineered to deliver optimal performance across various operating conditions, with hybrid generators providing consistent gas output under varying temperatures and pressures, cold gas inflator offering high repeatability under minimal temperature variations, and pyrotechnic variants enabling compact, lightweight solutions. BUSINESS – 248 – --- page 259 --- Seatbelts — Retractor Our seatbelt retractor is designed under a platform-based approach. The product can integrate into pyrotechnic pretensioning systems to reduce the impact of displacement on passengers by eliminating the belt gap in the event of a crash. It can also be integrated into motorized pretension devices and adaptive load limit devices. By actively identifying the collision signal, the motor activates the pretension function and adjusts the corresponding force limiting level according to the passenger level. The device can prevent fatigue driving and improve the safety of auxiliary automatic driving. Our seatbelt retractor meets global safety standards and can be adapted to different markets and customized configuration requirements. Steering wheel — Foaming In the field of steering wheel manufacturing, we have mastered advanced foam material technology, which represents a core competitive advantage. Through innovative research and development at our European Technology Center, we have successfully developed an eco-friendly polyurethane foam material that, not only fully complies with the latest domestic regulations in terms of odor performance but also significantly enhances the driving environment quality. Automated test technology The automated test technology builds a simulation vehicle test environment, creating a closed-loop system. By integrating computer simulation with physical testing, the technology allows for testing the vehicle in a virtual environment while controlling the cost and risk. As this technology simulates real-world scenarios and allows for comprehensive compliance and stability testing, we are able to reduce the costs and shorten the lifecycle of product development. In addition, this technology combines hardware-in-the-loop with automated testing, enhancing the efficiency and minimizing human errors through scripted automatic test execution during the testing, thereby ensuring the accuracy of the testing results. Full lifecycle simulation platform and verification technology We have established a simulation and verification platform throughout the full lifecycle of product design to verify product design, which would in turn improve the design efficiency and product reliability. In the early stages of design, we use professional simulation tools to simulate the software, electronics and mechanics of product design to verify the feasibility of the solution, and make the necessary design adjustments in a timely manner to meet the functions and performance required by the product. During the design process, we use a large number of test tools at different system levels to conduct in-depth testing and verification of the detailed design of the product. In the product verification stage, we use a variety of test platform equipment, including platform tools that simulate actual working conditions, to fully verify the reliability of the product. BUSINESS – 249 – --- page 260 --- RESEARCH AND DEVELOPMENT Our passion for innovation, combined with our R&D capabilities, has enabled us to maintain competitiveness in the industry. We have established over 25 domestic and overseas R&D centers, mainly in China, Japan, Germany, Romania and the United States, covering major automotive markets such as Asia, Europe and North America, which support the continuous iteration and enhancement of our products and solutions. These R&D centers are crucial for advancing our technological capabilities and maintaining our competitive edge in the automotive industry. We strategically position R&D centers and R&D team in locations that are close to the best talent and our customers. Our R&D teams work closely with customers in order-based R&D or POC (proof of concept) projects, ensuring deeper understanding of the customer needs. See “— R&D Process” and “— R&D Cooperation.” The R&D team collaborates with our operations, supply chain and production teams in order to continually optimize and improve manufacturing processes and assist with supply chain planning. In addition to the R&D centers, we also have research institutions pursuing technological development in E-mobility and intelligent driving, further enhancing our capabilities in continual innovation. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, our research and development expenditure (including additions in capitalised R&D expenditure and research and development costs) was RMB3,033.9 million, RMB3,648.0 million, RMB3,685.7 million, RMB1,348.6 million and RMB1,574.2 million, respectively. R&D Team Our R&D team is the cornerstone of our R&D strength. As of April 30, 2025, we had 6,347 R&D specialists in China and abroad, representing 13.3% of our total employees and ranking among the top auto parts suppliers in China, including professionals graduating from top-tier domestic and overseas universities, specializing in various disciplines. The following table sets forth a breakdown of the number of our R&D staff by geographical region as of April 30, 2025: Number of R&D staff China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,768 Overseas – Rest of Asia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118393 – EMEA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,480 – The Americas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118706 In addition, we have instituted a thorough internal talent development mechanism, including regular training and an R&D knowledge-sharing mechanism for employees at all levels. Our engineers across different regions collaborate in the product R&D, forming a global complementary innovation network with rapid response capabilities, significantly accelerating the R&D cycle for new products. For example, in 2024, the development cycle for our new HMI products was 12 to 18 months, significantly lower than 18 to 24 months in 2023. BUSINESS – 250 – --- page 261 --- We use an AI search platform based on our extensive internal documentation, enabling intelligent semantic searches across documents and languages. Our AI search platform generates high-quality and comprehensive responses with specific citations and supports AI parsing of documents in various formats, covering areas such as design, procurement, R&D, production and sales, thereby enhancing the knowledge integration and corporate efficiency. In addition, we have an AI coding assistant tailored for software development in fields such as automotive intelligent driving, intelligent cockpits and smart connectivity. Our AI coding assistant offers features such as automatic code generation, static code analysis and code review, improving code quality and development efficiency. Our platform-based and modular R&D strategy We adopt a platform-based and modular strategy to enhance R&D efficiency throughout the project lifecycle for both automotive electronics and safety solutions. Under our platform-based approach, we employ unified technological frameworks, foundational functionalities and shared tools and resource libraries. Consequently, the underlying technology platforms of our products are highly adaptable and can be extensively reused across various OEMs’ vehicle platforms. With our modular strategy, we divide complex software and hardware systems into independent modules or components, each with specific functions and well-defined interfaces that can be independently designed, developed, tested and maintained. Specifically, for hardware development, we enable flexible combinations of various hardware components and modules on a unified platform through standardized design and development processes. For software, we adopt a unified development environment, providing standardized tools, frameworks and interfaces while dividing the software system into multiple independent modules. Each module focuses on specific functions and communicates through well-defined interfaces. In general, our platform-based and modular strategy reduces redundant work in product development, enabling rapid deployment and iteration of various applications and functions, allowing us to reduce development costs, improve development efficiency and increase responsiveness to customer requirements. The advantages of our platform-based and modular strategy include:  Shortened development cycles : V alidated modules can be directly applied to new projects, reducing detailed design and reliability verification time. We store hardware module design materials that have passed project testing and system verification in a database for quick reference in future projects. In terms of software, a unified development environment reduces duplicate work, allowing team members to develop different modules in parallel, significantly improving development efficiency and accelerating project progress;  Reduced development costs : By reusing existing software and hardware modules, we significantly cut down the investment required for functionality development and validation in new projects; BUSINESS – 251 – --- page 262 ---  Improved product stability : Mature modules that have been verified through multiple mass production projects typically have more reliable performance and lower failure rates;  Enhanced flexibility and scalability : The platform-based and modular design simplifies and streamlines the expansion of product functionalities. New features and applications can be easily integrated into the platform, supporting continuous system upgrades and better adaptation to business growth and environmental changes;  Maintainability : When repairs or improvements are necessary, focus can be directed solely on the relevant module without the need to alter the entire system or product design. R&D Process We conduct in-depth research to innovate our products and solutions. Product development for OEM customers We have established a comprehensive R&D process consisting of four stages for our new product development: (i) preliminary analysis, (ii) prototype development; (iii) development verification; and (iv) product and process validation. Preliminary analysis . The preliminary analysis phase typically begins when we receive a request for quotation from OEMs. As a qualified supplier, we carefully analyze these requirements, breaking them down into detailed technical specifications. We then develop initial solution concepts. This phase culminates in the submission of a detailed proposal to the OEM, and if successful, leads to design win, establishing us as the designated supplier for the component. We may utilize our R&D network to optimize resource allocation across regions and develop products and solutions on a global scale. Prototype development . We form design ideas, expand into full-blown product designs, develop prototypes and conduct initial testing to evaluate the feasibility and functionality of the designs. If testing results indicate areas for enhancement, we further refine the design and prototypes to achieve optimal results. We maintain close communication with customers throughout the process to understand their technical and design needs. Development verification . We conduct comprehensive functional testing, performance testing and reliability testing to ensure the product meets design requirements. This stage typically involves laboratory testing and evaluation under simulated usage conditions. Once the prototypes pass these tests, we document the R&D process and the achievements, including any findings and the outcomes. We transfer the knowledge to other teams for securing future customer design wins. BUSINESS – 252 – --- page 263 --- Product and process validation . The final product and process validation phase focuses on manufacturing readiness. We begin with pilot production runs to validate our manufacturing processes and capabilities. Our aim at this stage is not only to develop products that meet our design concepts, but also to support customer-required functions. We also verify and validate the specific solutions we design and produce for customers before we prepare for mass production. Pre-Development Research Our R&D department has a dedicated pre-development team focused on forward-looking product and technologies development. We gather insights through multiple channels: attending industry exhibitions, participating in professional networking events, conducting customer visits to understand future needs, performing market research, and engaging in industry-academia collaborations. We form our internal product roadmap based on these inputs, and plan our advanced research activities and set timelines accordingly. We regularly communicate our product concepts with customers through technical demonstrations and visits, and promote them to customers on an ongoing basis. R&D Cooperation We develop cooperative relationships with (i) OEM customers and other business partners, (ii) research institutions and universities and (iii) governmental agencies. We set out below certain major cooperations in recent years. R&D Cooperation with OEM customers and other business partners We conduct joint R&D with our customers to develop innovative automotive electronics and safety solutions. For example, we collaborated with a well-known domestic vehicle manufacturer to jointly develop a high computing power domain controller for autonomous driving. Our collaboration in the automotive safety field included a “leap-over” airbag that deploys safely around large vehicle display screens, addressing the safety requirements of NEVs with central control displays. In addition, we established Zhejiang Key Laboratory of Automotive Electronics Intellectualization (܃to jointly conduct research on key technologies of BMS and power electronics with other companies. We also collaborate with OEM customers in R&D should the customers require the POC process before engaging us as a supplier. We collaborate with OEM customers to refine their product requirements for specific vehicle models, design, modify and optimize the system features, software functions and product structures. The ownership of the achieve results and intellectual property as well as the allocation of costs are decided case by case, primarily based on the investment and involvement of each party. BUSINESS – 253 – --- page 264 --- We are collaborating with an international company in automotive and autonomous driving software solutions to develop a zonal controller that enhances edge computing capabilities and improves the overall utilization rate of computing resources. The zonal controller is expected to be well-suited for advanced domain fusion and centralized computing E/E architecture, designed to serve as an intelligent digital foundation and support the realization of software-defined vehicles. R&D Cooperation with research institutions and universities We have jointly researched with other key members of Ningbo Automotive Electronics Intellectualization Innovation Union (̹ӛԓཥɿ౽ঐʷ௴อᑌΥ᜗) and universities on key technologies and the industrialization of new energy electronics for 800V high-voltage platforms, wireless charging technology and intelligent charging and distribution. We have established a Joint Postdoctoral Program (ධͦ) with Tsinghua University that has led to the research project on multi-modal HMI platform and application in automotive intelligent cockpit domain control system, which was been selected for funding by Zhejiang Province Postdoctoral Research Project (ྌ኿Ꮄ༟п). PRODUCTION Our production process is designed to uphold high quality standards while maintaining the flexibility to accelerate production to meet customer demands in a timely manner. Our production capabilities and quality control measures enable us to ensure the high performance and reliability of our products and solutions. BUSINESS – 254 – --- page 265 --- Production Facilities We have established a network of production facilities in strategic domestic and overseas locations to better serve our major geographic markets and target customers. As of April 30, 2025, we had over 60 production bases around the world, covering major automotive markets such as Asia, Europe and North America. The following table sets forth the production capacity, volume and utilization rate by major product lines during the Track Record Period: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2025 Designed Capacity (1) Actual Production V olume Utilization Rate (2) Designed Capacity (3) Actual Production V olume Utilization Rate (4) Designed Capacity (3) Actual Production V olume Utilization Rate (4) Designed Capacity (3) Actual Production V olume Utilization Rate (4) (Unit) (Unit) (%) (Unit) (Unit) (%) (Unit) (Unit) (%) (Unit) (Unit) (%) Automotive Safety Solutions /H1118/H1118468,390,425 329,840,536 70.4 513,622,619 325,155,079 63.3 524,764,459 314,530,312 59.9 186,929,391 100,757,644 53.9 – Airbags and intelligent steering wheels /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118132,460,077 91,498,542 69.1 140,713,070 84,265,751 59.9 158,240,637 85,210,620 53.8 53,610,080 26,236,889 48.9 – Seatbelts, integrated safety solutions and others /H1118/H1118/H1118/H1118/H1118/H1118335,930,348 238,341,994 70.9 372,909,549 240,889,328 64.6 366,523,822 229,319,692 62.6 133,319,311 74,520,755 55.9 Automotive Electronics Solutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,487,104 59,079,727 93.1 76,242,591 66,106,577 86.7 75,421,559 64,057,656 84.9 23,428,011 20,584,132 87.9 – Automotive intelligence solutions (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,716,013 3,287,214 69.7 4,716,013 4,359,058 92.4 4,537,450 3,508,800 77.3 1,608,316 1,377,429 85.6 – E-mobility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,729,592 3,188,693 85.5 4,129,594 3,331,116 80.7 4,474,661 3,291,608 73.6 1,413,111 1,110,453 78.6 – HMI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,041,499 52,603,820 95.6 67,396,984 58,416,403 86.7 66,409,448 57,257,248 86.2 20,406,584 18,096,250 88.7 Others – Automotive Parts (4) /H1118/H1118 – – – – – – 1,963,921 1,652,456 84.1 15,232,922 12,850,066 84.4 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118531,877,529 388,920,263 73.1 589,865,210 391,261,656 66.3 602,149,938 380,240,424 63.1 225,590,324 134,191,842 59.5 BUSINESS – 255 – --- page 266 --- Notes: (1) The designed capacity of the year is calculated based on the number of operational days per year, the number of shifts per day, the duration of each shift, the cycle time and the overall equipment effectiveness (OEE). These factors vary depending on the specific factory. (2) The utilization rate during the year is calculated by dividing the production output by the designed capacity for the same year. (3) During the Track Record Period, we outsourced an immaterial portion of the production of automotive intelligence solutions to third-party manufacturers, amounting to 81,857 units, 225,310 units, 202,262 units, and 51,496 units in 2022, 2023, 2024 and the four months ended April 30, 2025. During the Track Record Period, our revenue from products manufactured through third-party outsourcing arrangements amounted to RMB121.9 million in 2022, RMB268.6 million in 2023, RMB345.0 million in 2024 and RMB70.2 million in the four months ended April 30, 2025. The primary rationale for outsourcing production was that our relevant subsidiaries did not have enough in-house manufacturing capabilities at the time of project initiation, necessitating the outsourcing approach. Following our established supplier qualification review, procurement comparison and selection process, we engaged two third-party manufacturers to serve as outsourced suppliers for our cockpit infotainment systems and smart connectivity solutions (5G-V2X), respectively. Although we have built our own production lines, switching manufacturing locations would be time-consuming and costly due to OEMs’ complex product validation requirements. Going forward, our factories will handle new orders, while third-party manufacturers will continue fulfilling existing orders until the end of their lifecycle but will not take on new design wins. (4) Reflects the details since December 18, 2024 when we gained control and consolidated the results of Senssun. See “History, Development and Corporate Structure — Material Acquisitions and Disposal — Acquisition of Senssun.” The automotive safety industry typically requires suppliers to establish localized production facilities near OEMs. Upon securing new design wins, Tier 1 suppliers are generally required to invest in production capacity before beginning mass production and ramping up output. As a result, our automotive safety capacity utilization rates fluctuated based on regional order volumes during the Track Record Period, and may have occasional mismatches between planned capacity and actual customer demand. In addition, since some of our production lines are customized for specific customers, their utilization rates have naturally decreased as ongoing projects approach the end of their mass production cycles while continuing to produce spare parts for aftermarket needs. The utilization rate of our production facilities decreased throughout the Track Record Period primarily because of our decreased automotive safety capacity utilization rates for the following reasons. From 2022 to 2024, our capacity utilization rate of automotive safety solutions experienced a decrease, mainly because (i) the production volume of our automotive safety solutions slightly decreased due to decreased sales volume and certain earlier mass production projects for airbags and seatbelts reaching their end of production (EOP) in the Rest of Asia and the Americas; and (ii) to meet production requirements for new orders, we expanded our production capacity in select regions, particularly in China where demand has been growing rapidly. The capacity utilization rate for the four months ended April 30, 2025 further decreased from that in 2024, primarily due to downtime in production facilities during the Chinese New Y ear in the first quarter. Furthermore, we increased our production capacity in China to cost-effectively meet the production requirements for an increasing amount of new orders placed by customers in China in the past few years. Suppliers like us are generally BUSINESS – 256 – --- page 267 --- required to establish local production facilities near OEM customers, investing in local capacity after securing contracts and prior to commencing and scaling up mass production, according to Frost & Sullivan. In addition, as confirmed by Frost & Sullivan, the early months of the year typically represent a slow season for the automotive industry, contributing to the relatively low production volume of our products. In 2023, the production volume of our automotive electronics solutions generally increased. To meet growing customer demand for new orders, we expanded our HMI production capacity across various regions, particularly in China and Europe. During the ramp-up phase of these production lines, our utilization rate decreased. In 2024, changes in overall production volume and capacity utilization were primarily attributable to a decrease in the sales volume, driven by certain projects approaching the end of their production phase mainly in relation to steering wheel switches and seat adjustment switches for two of our major OEM customers, shifting market conditions in the European automotive market, and changes to new energy vehicle policies in Europe. The utilization rate of our automotive electronics solutions remained relatively stable in the four months ended April 30, 2025, compared to that in 2024. BUSINESS – 257 – --- page 268 --- The table below sets forth the production capacity, volume and utilization rate by region: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2025 Designed Capacity Actual Production V olume Utilization Rate Designed Capacity Actual Production V olume Utilization Rate Designed Capacity Actual Production V olume Utilization Rate Designed Capacity Actual Production V olume Utilization Rate (Unit) (Unit) (%) (Unit) (Unit) (%) (Unit) (Unit) (%) (Unit) (Unit) (%) China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118138,743,992 105,414,531 76.0 160,962,641 115,614,971 71.8 189,087,284 125,599,993 66.4 89,987,297 51,376,077 57.1 Overseas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118393,133,537 283,505,732 72.1 428,902,569 275,646,685 64.3 413,774,983 255,315,345 61.7 142,303,028 88,335,787 62.1 – Rest of Asia /H1118/H1118/H1118/H1118/H1118/H1118/H1118126,008,200 83,861,469 66.6 131,136,919 78,981,189 60.2 138,241,335 66,359,163 48.0 50,205,062 24,776,286 49.4 – EMEA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118176,757,989 133,500,566 75.5 200,101,702 136,433,668 68.2 182,039,084 129,218,668 71.0 61,226,292 44,185,947 72.2 – The Americas /H1118/H1118/H1118/H1118/H1118/H111890,367,348 66,143,697 73.2 97,663,948 60,231,828 61.7 93,494,564 59,737,514 63.9 30,871,674 19,373,554 62.8 BUSINESS – 258 – --- page 269 --- In China, our production volume has grown steadily from 2022 to 2024 as a growing number of previous design wins converted to mass production. To meet increasing order demands in China, we expanded our production capacity, resulting in a decrease in the utilization rate during the ramp-up period. Furthermore, as certain ongoing projects gradually approach the end of their mass production cycles, mainly in relation to seatbelts with one of our OEM customers in China, the utilization rates of relevant production lines have naturally declined. The capacity utilization rate for the four months ended April 30, 2025 was particularly low compared to that in 2024, primarily due to downtime in production facilities during the Chinese New Y ear in the first quarter. In the Rest of Asia region, which exclusively operates our automotive safety business, we had a relatively limited number of design wins in previous years, yet obtained a growing number of design wins from 2022 to 2024. While we experienced an overall decrease in production volume from 2022 to 2024 due to market dynamics as well as certain earlier mass production projects reaching EOP , mainly in relation to airbags and seatbelts with one of our OEM customers in Japan, we have been investing in new production capacity to meet customer demand, which together led to a decreased utilization rate. The capacity utilization rate remained relatively stable in the four months ended April 30, 2025 compared to that in 2024. In the EMEA region, production volume increased slightly in 2023. Meanwhile, we established new production capacity for both automotive safety and automotive electronics to meet customer demand, leading to higher capacity but lower utilization rates. In 2024, production volume decreased, mainly due to reduced automotive electronics production, while utilization rates improved through the consolidation of European regional production lines, as part of our efforts to improve operational efficiency. The capacity utilization rate remained relatively stable in the four months ended April 30, 2025 compared to that in 2024. In the Americas, production volume decreased from 2022 to 2024, primarily due to the completion of earlier mass production projects in our automotive safety business for seatbelts and airbags with two of our major OEM customers and lower sales volume, though partially offset by increased production in automotive electronics. In 2023, we expanded production capacity for both automotive safety and electronics to accommodate new orders. In 2024, however, we closed certain automotive safety production lines to improve operational efficiency, reducing overall capacity. The aforementioned resulted in the fluctuations in the capacity utilization rate from 2022 to 2024. The capacity utilization rate remained relatively stable in the four months ended April 30, 2025 compared to that in 2024. As we highly value the quality of our products, the safety of our employees and environmental protection in the course of manufacturing process, we have obtained a series of certifications, including IA TF16949, ISO45001, ISO14001, ISO14064, ISO14068, ISO50001, ISO9001 and been certified by the Responsible Business Alliance, the world’s largest industry coalition dedicated to corporate social responsibility in global supply chains. BUSINESS – 259 – --- page 270 --- Despite the overall decline in capacity utilization, we plan to expand production facilities in China and Southeast Asia to meet growing local customer demand and further reduce costs through vertical supply-chain integration. We plan to establish an integrated Innovative industrial base in Zhejiang Province, China to meet the growing demand of customers in China and leverage the well-established industry value chain and cost efficiencies. Furthermore, in 2024, the utilization rate of our production facility in Zhejiang, China for airbag inflator components exceeded 90%. By expanding our production facilities, we expect to complete greater vertical integration by further bringing key components such as airbag inflators in-house, achieving significant cost savings through lower manufacturing costs with local production and enhanced supply chain capabilities. We expect this strategy to reduce our reliance on external suppliers and leverages China’s cost advantages. In addition, as the utilization rate of our airbag fabric manufacturing facility in Southeast Asia was over 90% in 2024, we plan to expand our manufacturing capacities for airbag fabric and airbag modules in the Philippines to capitalize on competitive labor costs. See “Future Plans and Use of Proceeds.” In addition, we plan to continuously streamlining and consolidating other production lines with relatively lower utilization rates to better control production costs. We maintain the production lines, machinery and equipment at our factories. We constantly upgrade our machinery and equipment to improve our operational efficiency. We perform routine and preventative maintenance on our manufacturing machinery and equipment to ensure that they function properly at all times and comply with relevant laws and regulations. We are advancing our manufacturing capabilities by applying digital and information technologies such as big data, 5G, IoT and MES. This integration of real-world production with virtual manufacturing enables us to adopt a module combination and large-scale mixed-line production mode, ensuring both flexible manufacturing and lean production capabilities. At the core of our operations is a focus on digital and intelligent systems. We integrate data from automatic high-speed production lines, allowing for real-time monitoring and data analysis to optimize production efficiency. Our reconfigurable manufacturing systems establish modular and flexible equipment design and manufacturing standards, enhancing equipment utilization and reducing system construction cycles. We have developed high-end production lines that facilitate one-stop production with single-piece flow, ensuring efficiency and product quality. Our advanced equipment includes automatic high-speed assembly lines integrating assembly, inspection and testing. Our intelligent manufacturing processes incorporate smart supply chain and logistics solutions, while our commitment to green production is demonstrated through a central feeding system that ensures energy saving and emission reduction. For example, our Preh GmbH factory in Ningbo for automotive electronics solutions has been recognized as “Future Factory” in Zhejiang, “Intelligent Manufacturing Pilot Demonstration” and “China Benchmark Smart Factory” by the Ministry of Industry and Information Technology of the PRC, and incorporates technologies including AI, big data and 5G communication. This factory achieves high automation in production, refined management and smart logistics and is equipped with 11 high-speed SMT lines ( ৷஺൨˪ᇞ) and advanced visual and X-ray inspection equipment. The integration of 5G+AMR technology has BUSINESS – 260 – --- page 271 --- streamlined and stabilized the production processes, employing automated robotic assemblies to ensure high product quality with full traceability. In addition, the factory utilizes photovoltaic panels and captures thermal energy for power, significantly conserving energy. Similarly, our new factory in Hefei has enhanced our intelligent manufacturing systems by integrating the SAP-LES-MES system, which automates the management of production, warehousing and logistics. The system automates production scheduling based on customer requirements, manages material requisitioning and schedules the automated packaging and warehousing of finished products. It collects real-time production data and analyzes output, defect rates and equipment downtime. We utilize integrated anomaly detection and alert systems for real-time monitoring and rapid decision making. Production Process We determine our production plans primarily based on our sales. For products that have already been developed, we generally formulate production plans based on the order requirement and schedule the production accordingly. We use the ERP system to control and manage mass production. We are committed to optimizing our production process, thereby enhancing product quality and production efficiency. We continuously improve our production process and techniques and actively engage in the acceleration of automation and digitalization of our production lines. We utilize the MES to support our production process. The MES enables real-time monitoring of production process by recording the progress of each production line. The system is able to monitor production loading and capacity and production scheduling plan. In addition, we deployed this system to boost production efficiency at our manufacturing facilities, including quality management and waste management. Data collected from our production process feeds into our digital systems for further consolidation, analysis and reporting. We are also integrating RFID technology into the MES by automatically bound product’s DMC information to workstations to accurately identify, record and trace the production status of each step through RFID automatic identification and DMC camera inspection, on the other hand, our engineers can search and check related production conditions through the MES at any time. We utilize digital resources and automated machinery and aim to transform our production facilities to meet Industry 4.0 standard. We adopt automated equipment across multiple production lines. A large portion of our manned and automated machinery is equipped with the IoT technologies and connected to our MES, which allows us to track, monitor and manage the production process, from order receipt and forecast, procurement and storage of raw materials, inventory management, to production monitoring and product delivery. BUSINESS – 261 – --- page 272 --- The following flowchart illustrates the key production steps of our major automotive electronic products: Mechanical Parts Spray Painting Injection Molding Assembly and Testing Packaging PCBA In-line ICT/ Flashing Coating De-paneling Automatic optical inspection/X-ray DIP SMT  SMT: With SMT line, we mount a variety of electronic components, such as SoCs, onto the PCB. This process ensures precise component placement and secure soldering, creating a reliable foundation for our products and solutions.  DIP Insertion: We insert electronic components with wire leads, such as connectors and larger-sized capacitors, into pre-drilled holes on the PCB. The components are then soldered on the opposite side of the board, establishing electrical connections.  AOI/X-Ray: We use machine vision and X-ray as the standard automatic inspection technologies and image processing to detect product defects such as missing parts, welding quality issues and abnormalities. BUSINESS – 262 – --- page 273 ---  ICT/Flashing: We conduct comprehensive testing for functions and performance of the mounted electrical components and perform integrated circuits (IC) software programming.  Coating: We coat our products and solutions with a protective layer as a barrier against moisture, mold and salt fog, improving their durability and reliability.  De-paneling: After the PCB is completed, we use specialized equipment to remove the edges of the entire PCB board to ensure that each PCB is intact and fully functional.  Injection molding and spray painting: Our injection molding equipment uses thermoplastic materials and high-pressure systems to create precise, high-quality plastic cases for certain of our products. For the finishing process, robotic systems in specialized booths apply uniform paint coatings.  Assembly and Testing: We integrate various components, including the PCB assembly and other mechanical parts, to form the core body of our products and solutions. The following flowchart illustrates the key production steps of our major automotive safety products: Airbags Seatbelts Steering wheels Cutting Lap pretensioner Die casting Sewing Buckle Foaming Folding Retractor Sewing Assembly Assembly Assembly BUSINESS – 263 – --- page 274 --- The following flowchart illustrates the key production steps of our major cockpit components: Air vents Raw Material Testing Injection Molding Assembly Welding Function Testing Packaging Genuine wood decorative trim products Cutting Hot pressing Injection Molding Sealing PUR (Polyurethane Reactive) Polishing Assembly Testing Packaging CNC (Computer Numerical Control) Machining The following flowchart illustrates the key production steps of our major EV charging and power distribution system products, such as BDU: Electrical Component Installation and Screw Fastening Pre-charging Assembly and Bustbar Fastening PCBA Assembly Testing PackagingRaw material testing Set forth below are certain pictures of our production facilities: Automotive electronics Automotive safety Cockpit components EV charging and power distribution system BUSINESS – 264 – --- page 275 --- Quality Control We have devoted substantial resources and capital to our quality control system encompassing production process and technology control, production machinery inspection, testing methods evaluation and clean production environment examination. In particular, we have and implemented product and process monitoring and measurement control procedures, covering raw materials, parts, work-in-progress and finished product, to ensure compliance with inspection standards or test specifications. During the production, we reduce the defective product rate by increasing automation, controlling the surface process through product and process monitoring and measurement control procedure. We have established laboratories with quality control teams to monitor the implementation of our quality control measures. In addition, we have comprehensive policies and detailed procedures in place to ensure the quality of the components and raw materials we purchase from suppliers, such as screening prior to engaging new suppliers and conducting regular evaluations of their performance and the quality of the goods supplied by them. When selecting and evaluating suppliers, we conduct due diligence and consider a number of factors, primarily including their reputation, credentials, techniques, qualifications, experience, supply volume capacity, price and delivery time. We require all of our suppliers to comply with our internal supply management policies. We conduct regular or ad hoc on-site inspections of suppliers and require suppliers to timely remedy quality issues upon notice. Upon receiving materials and products from suppliers, we retain the right to reject or return based on our inspection and examination results, and suppliers are generally liable to us and our customers for any product quality issues of our products caused by them. During the Track Record Period and up to the Latest Practicable Date, we did not experience any material product quality issues with the products supplied by the suppliers that materially and adversely affected our business. We have established a full set of quality control standards and methods for compliance with requirements of the automotive industry. We have also obtained ISO9001 and ISO/TS16949 certifications for the quality management system for our automotive electronics business. For our automotive safety business, we have obtained ISO/TS16949 certifications for our quality management system. We rely on the global integration and standardization of our designing standards, research process and computer-aided design and simulation tools across various regions. We also ensure our products comply with international standards and quality warranty systems by requiring substantial evidence collection from physical testing before commercialization. BUSINESS – 265 – --- page 276 --- LOGISTICS AND INVENTORY MANAGEMENT We engage qualified third-party logistics service providers to deliver our products and solutions to locations specified by our customers. Our contracts with third-party logistic service providers contain detailed standards for the transportation of our products and solutions. We periodically evaluate their compliance and performance to ensure smooth delivery. To the best of our knowledge, all logistics service providers are Independent Third Parties. Our inventories mainly comprise raw materials, work in progress and finished products. Our inventory management is closely linked with our production plans and benefits from our strong relationships with customers and suppliers, which enable us to effectively manage the level of inventories, mitigate inventory-related risks and enhance our overall operational efficiency. To effectively manage our inventories, we have implemented an inventory management system that documents and monitors incoming and outgoing materials regularly to ensure that an optimal inventory level is maintained to satisfy the customer needs while minimizing any wastage and avoiding obsolescence. We closely manage inventory levels to support production. OUR CUSTOMERS We have a broad customer base worldwide covering industry leading players. As of December 31, 2024, our OEM customers had covered more than 100 automotive brands worldwide and represented a combined market share exceeding 90%, according to Frost & Sullivan. Our customer base covered the top 10 OEMs in both China and the world and had a broad and in-depth engagement with leading EV brands worldwide. In addition, we also engage Tier 1 suppliers and others as customers. The following table sets forth the breakdown of revenue from OEM customers and Tier 1 suppliers and others during the Track Record Period: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Revenue % Revenue % Revenue % Revenue % Revenue % (RMB in thousands, except for percentages) (unaudited) OEM customers /H1118/H1118/H1118/H1118/H111840,294,162 80.9 45,008,799 80.8 42,736,312 76.5 14,140,080 78.6 15,601,152 79.2 Tier 1 suppliers and others /H1118/H1118/H1118/H1118/H1118/H1118/H11189,499,190 19.1 10,719,677 19.2 13,127,265 23.5 3,848,963 21.4 4,106,135 20.8 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,793,352 100.0 55,728,476 100.0 55,863,577 100.0 17,989,043 100.0 19,707,287 100.0 Note: Others mainly include customers who primarily purchased weighing products of Senssun. BUSINESS – 266 – --- page 277 --- We have in-depth collaboration with global mainstream OEMs across multiple fields, from the preliminary research and joint development of new technologies to efficient mass production and continuous iteration and localized efficient service response, to fully meet their needs for leading technology, optimal quality, reliable mass production capacity and rapid response. We believe that the strategic alignment with our OEM customers is crucial in supporting their efficient iteration of products, enabling our OEM customers to stay ahead in the swiftly evolving landscape of intelligent electrification within the automotive industry. Our Group built long-lasting partnerships with core customers, creating a strong foundation of trust. Preh GmbH brings around decades of experience in automotive electronics and has developed decades-long relationships with leading global OEMs. Similarly, Joyson Safety Systems has maintained partnerships with global OEM customers for over a century. As such, we believe that we have gained a profound understanding of our OEM customers’ development processes and internal technical specifications, which enables us to enhance collaborative development and production efficiency, leading to our success in fostering customer loyalty. Major Customers In 2022, 2023, 2024 and the four months ended April 30, 2025, revenue generated from our five largest customers in each year/period during the Track Record Period totaled RMB24,191 million, RMB27,927 million, RMB26,614 million and RMB8,081.6 million, representing 48.6%, 50.1%, 47.6% and 47.2% of our total revenue, respectively. In 2022, 2023, 2024 and the four months ended April 30, 2025, revenue generated from our largest customer during the Track Record Period was RMB10,985 million, RMB13,578 million, RMB13,174 million and RMB4,577.7 million, representing 22.1%, 24.4%, 23.6% and 23.2% of our total revenue, respectively. See “Risk Factors — Changes in sales, production and market demand of automotives can materially and adversely affect our business, financial condition and results of operations.” BUSINESS – 267 – --- page 278 --- The tables below set forth information about our five largest customers in each year/period during the Track Record Period: Y ear ended December 31, 2022 Customers Background Major solutions/ products provided Revenue % of total revenue Y ear of commencement of business relationship Credit term RMB’000 Customer A /H1118/H1118a major international OEM located in Germany and listed on Frankfurt Stock Exchange automotive intelligence solutions, E-mobility solutions, HMI products and automotive safety solutions 10,984,895 22.1 before 2010 within 60 days Customer B /H1118/H1118a major international OEM located in Germany and listed on Frankfurt Stock Exchange E-mobility solutions, HMI products and automotive safety solutions 4,442,485 8.9 before 2010 within 40 days Customer C /H1118/H1118a major international OEM located in the U.S. and listed on New Y ork Stock Exchange HMI products and automotive safety solutions 3,739,598 7.5 before 2010 within 60 days Customer D /H1118/H1118a major international OEM located in the U.S. and listed on New Y ork Stock Exchange HMI products and automotive safety solutions 2,636,799 5.3 before 2010 within 50 days Customer E /H1118/H1118a major international OEM located in Japan and listed on Tokyo Stock Exchange automotive safety solutions 2,387,617 4.8 before 2000 within 70 days BUSINESS – 268 – --- page 279 --- Y ear ended December 31, 2023 Customers Background Major solutions/ products provided Revenue % of total revenue Y ear of commencement of business relationship Credit term RMB’000 Customer A /H1118/H1118a major international OEM located in Germany and listed on Frankfurt Stock Exchange automotive intelligence solutions, E-mobility solutions, HMI products and automotive safety solutions 13,578,056 24.4 before 2010 within 60 days Customer B /H1118/H1118a major international OEM located in Germany and listed on Frankfurt Stock Exchange E-mobility solutions, HMI products and automotive safety solutions 5,043,310 9.0 before 2010 within 40 days Customer C /H1118/H1118a major international OEM located in the U.S. and listed on New Y ork Stock Exchange HMI products and automotive safety solutions 4,076,210 7.3 before 2010 within 60 days Customer E /H1118/H1118a major international OEM located in Japan and listed on Tokyo Stock Exchange automotive safety solutions 2,663,280 4.8 before 2000 within 70 days Customer F /H1118/H1118a major international OEM located in Netherlands and listed on Italian Stock Exchange automotive safety solutions 2,566,207 4.6 before 2010 within 60 days BUSINESS – 269 – --- page 280 --- Y ear ended December 31, 2024 Customers Background Major solutions/ products provided Revenue % of total revenue Y ear of commencement of business relationship Credit term RMB’000 Customer A /H1118/H1118a major international OEM located in Germany and listed on Frankfurt Stock Exchange automotive intelligence solutions, E-mobility solutions, HMI products and automotive safety solutions 13,174,162 23.6 before 2010 within 60 days Customer B /H1118/H1118a major international OEM located in Germany and listed on Frankfurt Stock Exchange E-mobility solutions, HMI products and automotive safety solutions 4,197,469 7.5 before 2010 within 40 days Customer C /H1118/H1118a major international OEM located in the U.S. and listed on New Y ork Stock Exchange HMI products and automotive safety solutions 3,956,901 7.1 before 2010 within 60 days Customer D /H1118/H1118a major international OEM located in the U.S. and listed on New Y ork Stock Exchange HMI products and automotive safety solutions 2,731,357 4.9 before 2010 within 50 days Customer E /H1118/H1118a major international OEM located in Japan and listed on Tokyo Stock Exchange automotive safety solutions 2,553,619 4.6 before 2000 within 70 days BUSINESS – 270 – --- page 281 --- Four months ended April 30, 2025 Customers Background Major solutions/ products provided Revenue % of total revenue Y ear of commencement of business relationship Credit term RMB’000 Customer A /H1118/H1118a major international OEM located in Germany and listed on Frankfurt Stock Exchange automotive intelligence solutions, E-mobility solutions, HMI products and automotive safety solutions 4,577,665.4 23.2 before 2010 within 60 days Customer B /H1118/H1118a major international OEM located in Germany and listed on Frankfurt Stock Exchange E-mobility solutions, HMI products and automotive safety solutions 1,359,761.0 6.9 before 2010 within 40 days Customer C /H1118/H1118a major international OEM located in the U.S. and listed on New Y ork Stock Exchange HMI products and automotive safety solutions 1,220,716.6 6.2 before 2010 within 60 days Customer D /H1118/H1118a major international OEM located in the U.S. and listed on New Y ork Stock Exchange HMI products and automotive safety solutions 1,152,474.2 5.9 before 2010 within 50 days Customer E /H1118/H1118a major international OEM located in Japan and listed on Tokyo Stock Exchange automotive safety solutions 992,412.0 5.0 before 2000 within 70 days Note: Business relationships between our major customers and certain acquired subsidiaries commenced before the listed years. To the best of our knowledge, none of our Directors, their respective close associates or any Shareholder who owned more than 5% of our issued share capital as of the Latest Practicable Date, had any interest in any of our five largest customers during the Track Record Period. BUSINESS – 271 – --- page 282 --- We are engaged in extensive collaboration with our automotive safety customers. The following tables set forth the major customers of, and the revenue contribution to, the automotive safety business for whom we deliver comprehensive products and solutions: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2025 Major Customer Revenue Major Customer Revenue Major Customer Revenue Major Customer Revenue (RMB in thousands) Customer A 5,177,316 Customer A 6,852,703 Customer A 7,069,814 Customer A 2,544,382.2 Customer E 2,387,617 Customer E 2,662,720 Customer E 2,536,635 Customer E 992,399.0 Customer G (1) 2,184,758 Customer B 2,628,282 Customer D 2,464,220 Customer D 973,046.0 Customer D 2,115,296 Customer D 2,083,288 Customer B 2,284,546 Customer F 818,701.1 Customer B 1,843,255 Customer G 1,718,823 Customer F 1,734,469 Customer B 631,074.5 Note: (1) Customer G is a major international OEM specializing in manufacturing commercial and luxury vehicles listed on the Frankfurt Stock Exchange. BUSINESS – 272 – --- page 283 --- The following tables set forth the major projects under our automotive electronics business: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2025 Major Project Revenue Products/ Solutions Delivered Major Project Revenue Products/ Solutions Delivered Major Project Revenue Products/ Solutions Delivered Major Project Revenue Products/ Solutions Delivered (RMB in thousands) Project A 1,682,445 Intelligent cockpit domain control system Project B 1,908,173 Intelligent cockpit domain control system Project B 1,397,000 Intelligent cockpit domain control system Project A 467,810 Intelligent cockpit domain control system Project B 1,602,389 Intelligent cockpit domain control system Project A 1,886,658 Intelligent cockpit domain control system Project A 1,379,900 Intelligent cockpit domain control system Project B 466,430 Intelligent cockpit domain control system Project C 845,873 HMI Project C 922,910 HMI Project D 732,926 E-mobility solution Project D 353,260 E-mobility solution BUSINESS – 273 – --- page 284 --- Salient Terms of Agreements with Customers The customers typically organize a bidding process and upon a successful bid, we enter into framework agreements with our OEM customers. The framework agreement generally extends until the end of the lifecycle of a specific vehicle model. The typical salient terms of framework agreements with our customers during the Track Record Period are set out below:  Specifications . Our customers typically set forth specific specification requirements for products or solutions ordered, such as name, model, configuration and features.  Term. The term of the agreement is determined on a case-by-case basis according to each individual agreement.  Payment and credit term . The sales amounts are separately agreed between both parties. Our customers are typically required to settle payment within 30 to 90 days after the receipt of the invoices, or by installment in accordance with the agreement.  Warranty . We provide warranty periods for our products and solutions based on time or mileage, as specified in the contracts.  Delivery . We are generally responsible for delivering the products to locations designated by the customers.  Transfer of risks . The risks transfer to customers after they confirm the receipt of our products.  Acceptance . If customers determine that the products or solutions received does not meet their requirements, they must notify us in writing within a specified time; otherwise, the products or solutions are considered to be accepted.  Termination . The agreements will be terminated by giving the other Party the notice required under each individual agreement, or by other means as set forth in the agreements. Customer Services Customer satisfaction is crucial to our success. Leveraging our well-coordinated system of R&D, production and sales support in China and abroad, we strive to provide a wide spectrum of products and solutions that cater to various customer demands, and furnish high-quality and responsive customer services. In particular, our network and market insights both in China and in the overseas markets provide Chinese OEMs valuable insights when entering into overseas market. Leveraging the benefits of our domestic and overseas framework, we are able to offer localized production and research services to Chinese OEMs, as well as empowering them in domestic regulatory BUSINESS – 274 – --- page 285 --- compliance from R&D, production to product standards, assisting them in accelerating their expansion in the global market. For example, we entered into a global strategic cooperation agreement with a major domestic EV brand in September 2024. Through our branches in 25 countries and regions, we aim to support its international expansion by providing our comprehensive overseas expertise in product development, testing, manufacturing, and regulatory compliance. Returns and Replacement We have developed a standard solution return procedure. When a customer requests the return of non-conforming solutions, the customer needs to provide us with a non-conforming sample and our quality control team shall accept the return request upon determination of any non-conformity. During the Track Record Period, we experienced product recalls in relation to our U.S., EMEA and Brazil operations. In Brazil, we had five product recalls, all of which were related to airbag products requiring PSAN inflator changes, and the relevant products were manufactured by Takata Corporation. These recalls involved approximately 1.9 million units with two OEMs. We believe that the Takata product-related recalls in Brazil have no material adverse impact on our results of operations and financial condition because (i) all product recalls were voluntarily initiated by us or our OEM customers, indicating proactive risk management; and (ii) we have faced no litigation, proceedings or penalties from these recalls. In addition, based on the agreements with major OEMs and Takata Corporation in 2017, we have secured protection against product recall incidents, including risk isolation from Takata airbag recalls, protection against PSAN inflator-related recalls, and personal injury claims. We are specifically exempted by our OEM customers from liability for any recalls or personal injury claims related to PSAN inflators, whether they arise from pre-closing PSAN business or third-party continuing PSAN business. In the U.S., we were involved in 22 recalls during the Track Record Period in relation to components such as airbags, inflators and seatbelts with 14 OEMs. The total recall in the U.S. involved approximately 711,000 vehicles and the related components accounted for a relatively small portion of the total sales during the same period. In EMEA, we were involved in four airbag-related recalls during the Track Record Period with two OEMs, affecting 70 vehicles and five modules in total. Given that (i) all of the recalls were initiated voluntarily by us or our OEM customers and the issues involved in the recalls did not cause any accident or injury; (ii) we have not faced litigation, proceedings or penalties from these recalls; and (iii) the revenue derived from the recalled components represented a small percentage of our total revenue during the Track Record Period, we believe that these incidents did not have any material impact on our results of operations and financial condition. See “Risk Factors — Risks Relating to Our Business and Industry — Undetected defects, errors or bugs of our products and solutions could adversely affect our business, financial condition and results of operations.” BUSINESS – 275 – --- page 286 --- In light of the above, our Directors are of the view that, during the Track Record Period and up to the Latest Practicable Date, we did not experience any material solution return or recall due to defects in our solutions that will materially and adversely impact our business, financial condition and results of operations. We have established a Product Safety Committee responsible for handling product recalls. When issues with recalled products arise, we form dedicated project teams comprising quality control managers, production supervisors and engineers and experts specialized in production line procedures and processes. These teams identify issues, evaluate their impact and perform root cause analysis. By pinpointing exactly where problems occur in production, we can quickly implement process improvements to prevent future incidents. In response to recent recall incidents, we have strengthened our internal control procedures by implementing more rigorous quality assurance protocols and enhancing our testing methodology to identify potential issues before products reach consumers. Additionally, we have improved our documentation and traceability systems to enable faster identification of affected components and more efficient recall management when necessary. After-Sales and Warranty In our ongoing efforts to maintain customer satisfaction and improve our products and solutions, our after-sales team provides comprehensive after-sales services. They can diagnose issues and identify solutions for customers’ problems. Upon receiving customer complaints, we conduct a preliminary analysis. Following the acknowledgment of customer complaints, a dedicated team is assembled by our quality engineers and other experts from production, R&D, project management, and supply chain departments. For significant customer complaints that involve production halts, claims, or recalls, quality engineers are required to compile relevant information in writing and report to the quality manager and the responsible vice president to expedite resolution. If the analysis reveals that the issue stems from purchased raw materials or components, we will notify the procurement team and the supplier, halting further procurement immediately. In cases where solutions materials, structural design, software or hardware design, or processing schemes are found to be non-compliant, we conduct thorough assessments. We have established after-sales service and warranty management procedures. We provide warranty periods for our products and solutions based on time or mileage, as specified in the contracts. During the warranty period, we provide after-sales services such as repair, replacement and returns for our customers based on the specific circumstances of our products and solutions in accordance with the applicable laws and regulations. BUSINESS – 276 – --- page 287 --- We may be obligated to assume the product liability in the event of any quality defects in our products and solutions that result in personal or property damage. If such claims arise from our product and solution defects in the raw materials or components we procure from our suppliers, we may have the right to request them to assume the corresponding product liability. See “Risk Factors — Risks Relating to Our Business and Industry — Undetected defects, errors or bugs of our products and solutions could adversely affect our business, financial condition and results of operations.” In 2022, 2023, 2024 and the four months ended April 30, 2025, we made provisions of RMB412.4 million, RMB352.3 million, RMB291.4 million and RMB94.6 million for product warranties and claims, respectively. During the Track Record Period and up to the Latest Practicable Date, we did not experience any complaints, litigation or other incidents regarding the quality and safety of our solutions that will have any material adverse impact on our business, financial condition and results of operations. As advised by our PRC Legal Advisor, according to the PRC Civil Code ( ʕശɛ͏΍ Պ‘), if a product has defects that cause damage to others, the manufacturer shall bear the liability for infringement, and the infringed party may request compensation from the manufacturer or seller of the product. Where a defect is caused by the manufacturer, the seller who has paid compensation has the right to indemnification against the manufacturer. And according to the PRC Product Quality Law (‘), if a product has defects that cause personal injury or property damage (other than the damage to the defective product itself), the manufacturer shall be liable for compensation. Therefore, if it is proved that a traffic accident occurred due to a defect of our solutions, causing personal and other property damage, we need to bear compensation responsibilities. Moreover, according to the Implementing Measures for the Administrative Regulations on the Recall of Defective Auto Products (2020 Revision) (ج2020ࠈࡌ)‘), the manufacturers of automobiles and automobile trailers (the “ Automobile Manufacturers ”) shall be responsible for recalling defective automobiles, and we, as the auto part manufacturer, shall report information concerning defective automobiles to the SAMR, and notify the Automobile Manufacturers. The SAMR and entrusted market regulatory departments shall have the power to conduct on-the-spot investigations on the premises of auto part manufacturers, and auto part manufacturers shall render assistance during a defective automobile investigation and furnish relevant information as required in the investigation. See “Regulatory Overview.” Furthermore, according to the related contract between our Company and relevant customers, our Company shall be liable for any losses caused to customers due to the quality of the products provided by our Company. Meanwhile, if a customer finds any quality problems in the products provided by our Company in such links as the receipt, inspection, use and after-sales, the customer may require our Company to replace, return the goods or repair the product, refuse to pay the purchase price, or claim compensation or other similar treatment according to actual situations. BUSINESS – 277 – --- page 288 --- SALES AND MARKETING Sales and Marketing Network We make direct sales of our products and solutions to customers. We primarily sell our products and solutions based on design wins received from our customers. As of April 30, 2025, we operated a dedicated in-house sales and marketing team of 551 employees around the world. Our sales and marketing team has profound industry knowledge and expertise and works closely with our customers and partners as well as our internal operations teams to promote our products and solutions, in both China and overseas. We have a long history of physical presence and operate sales offices across multiple countries and regions, including major markets in Europe, the Americas and Asia. Through these sales offices, we maintain long-term, collaborative customer relationships and expand our reach to cover most of the world. Pricing We are committed to providing competitive prices and continuously optimizing our cost structure by adopting more efficient technical designs and utilizing our supply chain resources. We generally adopt a cost-plus pricing policy for our products and solutions. In our pricing process, we reference market prices and competitor offerings, basing our quotes on estimated costs including raw materials, manufacturing and R&D, among others, while meeting company financial requirements. During the quotation process, we optimize our quotes through multiple rounds of customer discussions and competitive benchmarking. We also adjust our selling prices dynamically based on the techniques and market position of the products and solutions and the customer profile. Besides the initial quote, in line with industry norms, substantially all of our projects are subject to an annual price reduction clause, which allows OEMs to request lower prices for a specified period of time or over the product lifecycle. The price reduction rates are either specified in the initial contract or negotiated annually. We typically engage in such price negotiations with OEMs during the second half of the year for the following year’s pricing. Factors considered in these negotiations include production volume fluctuations and exchange rate and raw material price fluctuations, among others. In addition, when raw material prices fluctuate or OEM production volumes fall below expectations, these changes may be reflected through annual price adjustments or other forms of compensation. BUSINESS – 278 – --- page 289 --- Marketing Activities We are committed to maintaining and enhancing our brand reputation through diverse marketing activities, while comprehensively showcasing our extensive product and solution portfolio. Our marketing and promotion strategies are dynamic, focusing on deep communication and collaboration with industry partners. We actively participate in industry forums, technical conferences, and exhibitions, using these platforms to present our advanced products and solutions. In addition, we work closely with industry media, releasing information on the latest technological innovations, product and solution upgrades and application developments, ensuring continuous exposure and effective dissemination of our brand message. We understand that high-quality products and solutions and optimized marketing channels complement each other and are key to achieving sustained brand growth and attracting high-quality potential customers. Therefore, we tailor marketing strategies for different types of products and solutions, aiming to enhance brand awareness and expand our customer base. Specifically, for automotive electronics business, we focus on customer expansion, actively engaging in POC projects, collaborating with potential customers, and continuously optimizing the competitiveness of our products and solutions to ensure that we maintain our position in the fiercely competitive market. RECENT INTERNATIONAL TRADE POLICIES We maintain a diversified operational structure with manufacturing facilities across the world. The U.S. market is primarily served through our Mexican operations, with additional direct sales to U.S. customers from subsidiaries in China, the EMEA and the rest of Asia. We also sourced certain semiconductor products from overseas regions. Below is an overview of the tariffs that have been imposed by the United States that may impact our exports of auto parts to the U.S. markets, and by China in turn, since President Trump took office for a second term, beginning January 20, 2025. These policies are subject to frequent changes and the below only reflects the situation as of the Latest Practicable Date. The U.S. government imposed a 10% tariff on all imports from China under the International Emergency Economic Powers Act (IEEPA) on February 4, 2025, and further increased the duty rate to 20% on March 4, 2025. During the course of February and July 2025, U.S. President Trump implemented tariffs on several major trading partners, including Canada, China, the European Union and Mexico, with a baseline of 10% tariffs on all countries and an additional individualized reciprocal higher tariff on the countries with which the United States has the largest trade deficits (“ U.S. Reciprocal Tariffs ”). These U.S. Reciprocal Tariffs were soon updated for several rounds, resulting in a total of 145% tariffs on imports from China. In response to the U.S. Reciprocal Tariffs, China adopted a series of trade measures including raising its tariffs on U.S. goods. A 34% tariff on all U.S. goods was announced on April 4, 2025, followed by an increase to 85% announced on April 9 and 125% on April 11. BUSINESS – 279 – --- page 290 --- On April 9, 2025, President Trump announced that the U.S. Reciprocal Tariffs would be paused for 90 days on trading partners who did not retaliate after such policy took effect, but the 10% baseline tariff would apply to nearly all other U.S. trading partners. On May 12, 2025, China and the United States agreed to temporarily lower tariffs on each other’s goods. The United States will remove the additional reciprocal tariffs it imposed on China on April 8 and April 9, 2025, suspend its 34% reciprocal tariff imposed on April 2, 2025 for 90 days, but retain a 10% tariff during the period of the pause. All duties imposed on China prior to April 2, 2025 would also be retained, including Section 301 tariffs, Section 232 tariffs, tariffs imposed in response to the fentanyl national emergency invoked pursuant to the International Emergency Economic Powers Act and Most Favored Nation tariffs. As a result, the additional U.S. tariffs on Chinese goods would decrease from 145% to 30%. China will remove the additional tariffs it announced after April 4, 2025, and suspend the initial 34% tariff on the United States it announced on April 4, 2025 for 90 days, but will retain a 10% tariff during the period of the pause. After the 90-day suspension of the country-specific U.S. Reciprocal Tariffs announced on April 9, 2025 and the subsequent announcement by President Trump to extend this suspension till the end of July 2025, on July 31, 2025, President Trump announced the modified U.S. Reciprocal Tariffs which took effect on August 7, 2025, with revised tariff rates for various trading partners. This includes, among others, a 15% tariff for the EU, which also covers automobiles and certain auto parts imported from the EU to the U.S., which were under Section 232 Tariffs as of the Latest Practicable Date (see below discussion). The temporary suspension of the 34% reciprocal tariff imposed by the U.S. on China announced on April 2, 2025 remained unchanged by this announcement. On August 12, 2025, China and the United States agreed on another 90-day extension on top of their original 90-day tariff suspension announced on May 12, 2025, as the U.S.-China trade talks were ongoing. These tariffs as well as their scope of application remain subject to further negotiations and adjustments. There is also substantial uncertainty in relation to the interpretation, implementation and administration of the tariffs. Existing bilateral or multilateral trade agreements between the U.S. and other countries may also affect the scope of application of the U.S. Reciprocal Tariffs. On March 26, 2025, President Trump announced a 25% tariff on autos and auto parts from all countries under section 232 of the Trade Expansion Act of 1962 (“ Section 232 Tariffs ”). Later, the U.S. government stated that the U.S. Reciprocal Tariffs do not apply to goods subject to the Section 232 Tariffs, which may include certain eligible auto parts exported to the U.S. from China. On April 29, 2025, the U.S. government clarified that the autos and certain auto parts subject to Section 232 Tariffs will not be subject to the additional IEEPA tariffs. Under the USMCA, a free trade agreement among the United States, Mexico, and Canada, products imported to the U.S. from Canada and Mexico which are produced in the United States, Canada or Mexico, or a combination of those countries (collectively, “ North America ”) and which are deemed to have originated from North America (“ USMCA-compliant ”) are not subject to tariffs. Products imported to the U.S. from Canada and Mexico which do not meet the aforementioned criteria (“ non-USMCA-compliant ”) are subject to tariffs. As confirmed by the Trump administration on May 1, 2025, USMCA-compliant auto parts are currently spared from the 25% duty when being imported to the U.S. from Mexico and Canada. BUSINESS – 280 – --- page 291 --- When selling our products to the U.S. market, we may directly sell our products from other countries to U.S. customers who act as the importers and are obliged to pay the tariffs. We may, however, be requested by our U.S. customers to share the increased costs from the tariffs. We may also sometimes transfer goods from other countries to our U.S. subsidiaries who act as the importer and are obliged to pay the tariffs. It remains to be ascertained whether our U.S. subsidiaries will be able to pass the increased costs from the tariffs to their customers in the United States. We are currently assessing the impact of these tariff policies and actively negotiating with customers to share potential increased costs. In addition, we maintain the option to shift production to U.S. if tariff increases continue and also evaluate production opportunities in Mexico to benefit from USMCA preferential treatment, while further developing local supply chains in North America to reduce tariff exposure. During the Track Record Period, we sourced certain semiconductor products from overseas regions. Subject to the interpretation of the “U.S. origin” of these products under the new tariff regime, we may incur additional costs in these purchases going forward. Furthermore, our operations in China involve the import of certain raw materials from the United States, which may be subject to additional tariffs. There can be no assurance that we will be able to successfully pass on these costs to our customers. Given our production facilities and supply chain in China and abroad, we will review the cost efficiency of our purchase arrangements in light of the developing new tariff regime, and may adjust our purchases accordingly. Furthermore, we believe that there are alternatives to our U.S. suppliers, and we will be able to make switches if necessary. In addition, in 2024, the U.S. government increased the tariff rate on imported Chinese EVs from 25% to 100%, while the European Union adopted provisional countervailing duties of up to 38.1% on imports of Chinese-made BEVs, subject to future negotiation. These measures could adversely impact the competitiveness of our customers in the U.S. and EU markets. However, according to Frost & Sullivan, in 2024, exports of NEVs from China to Europe represented under 5% of China’s total NEV shipment of 12.9 million units and only 2% of China’s overall automobile production of 31.3 million units, underscoring the minimal scale of these exports relative to the total automobile production capacities in China. Given that (i) we are an upstream supplier in automotive production, (ii) our automotive electronics and safety solutions have diverse applications encompassing both ICE vehicles and EVs, and (iii) our business is well-diversified internationally, with revenue contribution from China accounting for 23.5%, 23.8%, 25.3%, 21.2% and 25.0% of the total revenue in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively, limiting our exposure to any single customer or market segment, our Directors believe that sales of our automotive electronics and safety solutions would not be materially and adversely affected by the increased tariffs on EVs manufactured in China. BUSINESS – 281 – --- page 292 --- On January 16, 2025, the BIS issued a final rule entitled “Securing the Information and Communications Technology and Services Supply Chain: Connected V ehicles” (“ Connected Vehicles Rule ”) prohibiting certain transactions involving the sale or import of connected vehicles integrating specific hardware and software, or those components sold separately, with a sufficient nexus to China or Russia. The Connected V ehicles Rule bans the importation and sale of hardware and software components integrated into V ehicle Connectivity Systems (“VCS”) (largely technology that connects the vehicle to the internet) and software integrated into ADS (but excluding ADAS) absent a general or specific authorization. It also prohibits connected vehicle manufacturers that are owned by, controlled by, or subject to the jurisdiction of China or Russia from selling connected vehicles that incorporate VCS hardware or covered software in the United States. Prohibitions on software would go into effect for model year 2027 (referring to the year used to designate a discrete vehicle model) vehicles and prohibitions on hardware would take effect for model year 2030 vehicles (or January 1, 2029 for units not associated with a model year). The Connected V ehicles Rule mandates that connected vehicle manufacturers (most OEMs and all importers) provide declarations of conformity and outline conditions for authorizations. It creates processes for stakeholders to request advisory opinions on specific transactions and notifies manufacturers when special authorization might be needed. Our Directors are of the view that the Connected V ehicles Rule will have a limited direct or indirect impact on our business operations on the basis that we currently do not generate any revenue from sales of products and systems subject to the Final Rule to U.S. customers or those who incorporate them into U.S.-bound products, to our best knowledge. Additionally, although these regulations could still restrict our potential market reach, we do not plan to focus on the U.S. as a key market for our smart connectivity offerings going forward. Meanwhile, as similar restrictions could be adopted by other countries, we face potential adverse effects from expanding export controls and trade measures, which could negatively impact our business operations and financial results. See “Risk Factors — Risks Relating to Our Business and Industry — We are subject to risks associated with international trade policies, geopolitics and trade protection measures, investment restrictions, and our business, financial condition and results of operations could be adversely affected.” BUSINESS – 282 – --- page 293 --- OUR SUPPLIERS Our suppliers primarily consist of raw materials suppliers. We maintain stable relationships with our suppliers to ensure the stability of material supply and delivery. Major Suppliers In 2022, 2023, 2024 and the four months ended April 30, 2025, purchase amount to our top five suppliers in each year/period during the Track Record Period totaled RMB3,743.0 million, RMB3,796.6 million, RMB3,905.3 million and RMB986.5 million, representing 8.9%, 8.4%, 8.3% and 7.4% of our total purchase amounts, respectively. In 2022, 2023, 2024 and the four months ended April 30, 2025, purchase amount to our largest supplier during the Track Record Period was RMB925.5 million, RMB852.1 million, RMB984.8 million and RMB293.5 million, representing 2.2%, 1.9%, 2.1% and 1.8% of our total purchase amounts, respectively. The following table sets forth details of our five largest suppliers in each year/period during the Track Record Period: Y ear ended December 31, 2022 Suppliers Background Products purchased Purchase amount % of total purchases Y ear of commencement of business relationship Credit term RMB’000 Supplier A /H1118/H1118/H1118a leading supplier that primarily engages in celluloid technologies, organic chemicals, high-performance chemicals, polymers and pyrotechnic devices located in Japan hardware components 925,549 2.2 before 2010 within 90 days Supplier B /H1118/H1118/H1118a leading supplier of chemical intermediates for the polypropylene and nylon value chains located in the U.S. textile 816,438 1.9 before 2010 within 30 days Supplier C /H1118/H1118/H1118a leading supplier of electronic components and services located in the U.S. and listed on Nasdaq Stock Exchange electronics components 773,053 1.8 before 2010 within 60 days Supplier D /H1118/H1118/H1118a leading supplier of microcontrollers, analog, power and SoC products located in Japan and listed on Tokyo Stock Exchange electronics components 652,299 1.6 before 2011 within 30 days Supplier E /H1118/H1118/H1118a leading supplier that primarily engages in functional chemicals, pharmaceuticals, safety systems and agrochemicals located in Japan and listed on Tokyo Stock Exchange hardware components 575,630 1.4 before 2011 within 90 days BUSINESS – 283 – --- page 294 --- Y ear ended December 31, 2023 Suppliers Background Products purchased Purchase amount % of total purchases Y ear of commencement of business relationship Credit term RMB’000 Supplier A /H1118/H1118/H1118a leading supplier that primarily engages in celluloid technologies, organic chemicals, high-performance chemicals, polymers and pyrotechnic devices located in Japan hardware components 852,092 1.9 before 2010 within 90 days Supplier C /H1118/H1118/H1118a leading supplier of electronic components and services located in the U.S. and listed on Nasdaq Stock Exchange electronics components 827,092 1.8 before 2010 within 60 days Supplier B /H1118/H1118/H1118a leading supplier of chemical intermediates for the polypropylene and nylon value chains located in the U.S. textile 762,752 1.7 before 2010 within 30 days Supplier D /H1118/H1118/H1118a leading supplier of microcontrollers, analog, power and SoC products located in Japan and listed on Tokyo Stock Exchange electronics components 715,856 1.6 before 2011 within 30 days Supplier E /H1118/H1118/H1118a leading supplier that primarily engages in functional chemicals, pharmaceuticals, safety systems and agrochemicals located in Japan and listed on Tokyo Stock Exchange hardware components 638,829 1.4 before 2011 within 90 days BUSINESS – 284 – --- page 295 --- Y ear ended December 31, 2024 Suppliers Background Products purchased Purchase amount % of total purchases Y ear of commencement of business relationship Credit term RMB’000 Supplier C /H1118/H1118/H1118a leading supplier of electronic components and services located in the U.S. and listed on Nasdaq Stock Exchange electronic components 984,763 2.1 before 2010 within 60 days Supplier D /H1118/H1118/H1118a leading supplier of microcontrollers, analog, power and SoC products located in Japan and listed on Tokyo Stock Exchange electronic components 817,721 1.7 before 2011 within 30 days Supplier B /H1118/H1118/H1118a leading supplier of chemical intermediates for the polypropylene and nylon value chains located in the U.S. textiles 713,682 1.5 before 2010 within 30 days Supplier A /H1118/H1118/H1118a leading supplier that primarily engages in celluloid technologies, organic chemicals, high-performance chemicals, polymers and pyrotechnic devices located in Japan hardware components 711,992 1.5 before 2010 within 90 days Supplier E /H1118/H1118/H1118a leading supplier that primarily engages in functional chemicals, pharmaceuticals, safety systems and agrochemicals located in Japan and listed on Tokyo Stock Exchange hardware components 677,095 1.4 before 2011 within 90 days BUSINESS – 285 – --- page 296 --- Four months ended April 30, 2025 Suppliers Background Products purchased Purchase amount % of total purchases Y ear of commencement of business relationship Credit term RMB’000 Supplier C /H1118/H1118/H1118a leading supplier of electronic components and services located in the U.S. and listed on Nasdaq Stock Exchange electronic components 293,532.1 1.8 before 2010 within 60 days Supplier D /H1118/H1118/H1118a leading supplier of microcontrollers, analog, power and SoC products located in Japan and listed on Tokyo Stock Exchange electronic components 255,802.7 1.6 before 2011 within 30 days Supplier E /H1118/H1118/H1118a leading supplier that primarily engages in functional chemicals, pharmaceuticals, safety systems and agrochemicals located in Japan and listed on Tokyo Stock Exchange hardware components 231,820.6 1.4 before 2011 within 90 days Supplier B /H1118/H1118/H1118a leading supplier of chemical intermediates for the polypropylene and nylon value chains located in the U.S. textiles 218,668.4 1.3 before 2010 within 30 days Supplier A /H1118/H1118/H1118a leading supplier that primarily engages in celluloid technologies, organic chemicals, high-performance chemicals, polymers and pyrotechnic devices located in Japan hardware components 218,439.1 1.3 before 2010 within 90 days Note: Business relationships between our major suppliers and certain acquired subsidiaries commenced before the listed years. To the best of our knowledge, none of our Directors, their respective close associates or any Shareholder who owned more than 5% of our issued share capital as of the Latest Practicable Date, had any interest in any of our five largest suppliers in each year of the Track Record Period. Supply of Raw Materials and Components Our procurement is generally based on our customized production plan. Relying on the production schedule from our OEM customers, we issue forecast quantities to our suppliers. These forecasts are categorized into long-term and short-term expectations. The long-term forecast extends over approximately 52 weeks and is updated monthly on a rolling basis, while the short-term forecast spans one to four weeks and is updated on a rolling basis. BUSINESS – 286 – --- page 297 --- To address the unique needs of our products and solutions, we have a specialized team that sources raw materials and components, primarily including metals, electronic components and textiles. We source raw materials, such as steel, resin and aluminum from local markets, utilizing global bundling volumes to negotiate with suppliers and achieve optimal costs in each region. For some key raw materials, we formulate unified procurement strategies, and maintain cooperative relationships with major global players to ensure competitive pricing and avoid the risks associated with monopoly and single sourcing. For example, for PCB, we formulate procurement strategies through process research and price analysis, and adopt business negotiations, V A VE and other means to reduce procurement costs. In addition, we have also established a supplier network and maintained a comprehensive procurement system in China and abroad to support these strategies effectively. For certain raw materials, such as integrated circuits and chips, we engage in sourcing from leading international suppliers to mitigate supply chain risks. By leveraging large-scale procurement and allowing our procurement personnel in different countries and regions to conduct localized procurement, we are able to improve profitability. To ensure a stable supply of raw materials and components, we implement several measures, such as eliminating or avoiding exclusive supply, valuing alternative sources and strengthening our supplier admission standards. We also actively monitor the inventory levels and adjust our stock quantities accordingly to mitigate potential risks in raw material price fluctuations. The prices of raw materials and components are primarily determined based on competitive negotiation with key suppliers, using global market indices as a reference. We primarily negotiate prices with our suppliers on an annual basis. For transportation costs, suppliers are responsible for delivery to our production factories, but in some cases, we also use trade terms such as Ex Works, FOB and FCA. Selection and Management of Suppliers When selecting suppliers, we take into account diverse factors, primarily including the suppliers’ reputation, credentials, techniques, qualifications, experience, supply volume capacity, price and delivery time. We have implemented a comprehensive supplier management system that defines the admission of suppliers, management of qualified suppliers and termination of unqualified suppliers to ensure the efficiency of our supplier management. During our preliminary supplier evaluation, we scrutinize the basic information of potential suppliers, including their company address, registered capital, supply capabilities and relevant official certificates. After these requirements are met, we review their production processes, product quality and market conditions. We may have on-site visits to production sites of potential suppliers. Potential suppliers are also required to provide samples for our testing and assessment. Successful suppliers are then admitted to our list of qualified suppliers. BUSINESS – 287 – --- page 298 --- We carry out performance assessments to ensure the product quality and service of our suppliers and inform the suppliers of our assessment result and rectification requirements. In addition, we conduct examinations on the raw materials and components delivered, including their appearance, functions and sizes, to ensure the consistency of the high quality of our solutions. If certain raw materials and components fail to meet our stringent testing standards, we are entitled to request the return of the affected batch. The supplier is obliged to perform an analysis of the returned solutions, identify the causes for non-compliance, and propose rectification measures. Salient Terms of Agreements with Suppliers We generally do not enter into long-term supply agreements with fixed price arrangements, which is in line with industry norms. We typically enter into framework supply agreements with suppliers, the salient terms of which are set forth below:  Solutions specifications . We typically specify the raw materials and/or components, specification, price, quantity and other detailed items in each purchase order.  Price . The suppliers are not permitted to increase the price of the raw materials and/or components without our consent.  Delivery . The suppliers are generally responsible for delivery of raw materials and/or components to our designated location specified in each purchase order.  Payment . We typically settle the payment within 30 to 90 days of receiving the invoice from the suppliers.  Quality control . We provide our suppliers with raw materials and/or components specifications in advance, and we inspect the products upon receipt to determine any deviations from their samples and specifications. We have the right to reject and return any products that do not meet our specifications or to request replacement or maintenance.  Termination . The agreements will be terminated by mutual agreement, or by other means as set forth in the agreements. INTELLECTUAL PROPERTY We depend on our in house technologies and production know-how to maintain our competitive position in the markets in which we operate, and we produce intellectual properties through our extensive R&D activities. Our intellectual properties primarily consist of patents, trademarks and copyrights. As of April 30, 2025, we had approximately 3,500 registered patents worldwide. As of the same date, our Company and PRC Major Subsidiaries also have 44 trademarks and 239 software copyrights in the PRC. See “Appendix VI — Statutory and General Information — Further Information about Our Business — Intellectual Property Rights” for our material intellectual property rights. BUSINESS – 288 – --- page 299 --- We have formulated in-house intellectual property management rules. We enter into standard confidentiality agreements with all employees and non-competition agreements with our management personnel and core R&D personnel. We adopt a strategic and proactive approach to manage our intellectual property portfolio. We designate dedicated personnel to handle intellectual property-related issues, including monitoring the status of intellectual property applications and performing routine checks to prevent and identify any third-party infringement of our intellectual property rights. In addition, we have developed internal policies to promote the development of inventions, ideas, discoveries, improvements and copyrightable materials by our employees and to compensate fairly employees who achieve such results arising from their employment with us. During the Track Record Period, we had not been subject to any material infringement of our intellectual property rights or allegations of infringement by third parties. DATA PRIV ACY AND SECURITY During the Track Record Period, we collect, process and store data in accordance with applicable laws, data protection and information security policies and privacy policies. According to our data storage system, the data storage period is as follows: (i) for data with a minimum storage period specified by law, storage is carried out in accordance with the requirements; and (ii) for data with no storage period specified by law, we determine the storage period in accordance with our business strategy. On July 7, 2022, the Cybersecurity Administration of China (“CAC”) promulgated the Measures on Security Assessment of Cross-border Data Transfer (‘) which became effective on September 1, 2022. According to the Measures on the Security Assessment of Cross-border Data Transfer, the data processor that providing personal information or important data collected and generated in the course of business operations in the Chinese mainland to overseas recipients, in any of the following circumstances, shall apply for cross-border data transfer security assessment. Such data processors include (i) data processors that provide important data abroad; (ii) critical information infrastructure operators (“CIIO”) or the data processors that have processed the personal information of over one million people and provide personal information abroad; (iii) data processors that have provided the personal information of over 100,000 people or the sensitive personal information of over 10,000 people cumulatively since January 1 of the previous year and provide personal information abroad; and (iv) any other circumstance where an application for the security assessment of cross-border data transfer is required by the national cyberspace administration. During the Track Record Period and up to the Latest Practicable Date, as advised by our PRC data compliance legal advisor, considering that we do not have any of the above circumstances, we are not involved in any cross-border digital transmission security assessment. On March 22, 2024, the CAC promulgated Provisions on Promoting and Regulating Cross-border Data Flows (‘), which became effective on the date of promulgation and further clarifies the circumstances exempting from cross-border digital transmission security assessment. For instance, according to the Provisions on Promoting and Regulating Cross-border Data Flows, the data collected and generated in such activities as international trade, cross-border transport, academic cooperation, transnational BUSINESS – 289 – --- page 300 --- manufacturing and marketing, which does not contain personal information or important data, is exempted from declaring cross-border digital transmission security assessment, and the data processors other than CIIO, which have provided the personal information (excluding sensitive personal information and important data) of no more than 100,000 people cumulatively since January 1 of the current year and provide personal information abroad, shall be exempted from declaring across-border digital transmission security assessment also. Data security and protection are among our highest priorities. In this regard, we have designed strict data protection and information security policies to ensure compliance with applicable laws, regulations and prevalent industry practices, including confidentiality categorization, access control, data encryption and desensitization to prevent unauthorized access, leakage, improper use or modification of, damage to or loss of data. We have implemented internal policies on protecting data privacy and security, with the purpose of ensuring data and information security, optimizing data governance, protecting the benefits of our customers, business partners, employees and other third parties, and ensuring compliance with all applicable laws and regulations. We implement an internal authentication and authorization system to ensure that our confidential and important business data and trade secrets can only be accessed for authorized use and by authorized personnel. We also have a data backup system to minimize the risk of data loss. We have established an information system in relation to data security requirements, national standards and industry best practices. Our information system applies multiple layers of safeguards, including but not limited to internal end device security, external firewalls and data traffic monitoring, to identify and protect us against security attacks. Several subsidiaries of our Group obtained TISAX certification in 2023, which attests to the high level of information security we achieved through our data protection policies. INTRA-GROUP TRANSACTIONS We established subsidiaries and carried out our operations in various countries across Asia, the Americas and EMEA. Our subsidiaries perform different functions, mainly including to contract manufacturers, manufacturer bearing market risks, distributors, technical service providers and operational service providers. We have transactions among the subsidiaries within our Group. Such intra-Group transactions should be on an arm’s-length basis according to the transfer pricing guidelines for multinational enterprises and tax administrations (the “ OECD Transfer Pricing Guidelines ”) promulgated by the Organization for Economic Cooperation and Development (the “ OECD ”), an international organization of international cooperation. In this regard, we have engaged an international professional tax consultant company in the PRC (the “ transfer pricing advisor ”) to conduct a review, analyze and evaluate the potential risks from the perspective of the OECD Transfer Pricing Guideline, and the applicable laws and regulations related to transfer pricing in the jurisdictions involved in our transfer pricing arrangements. BUSINESS – 290 – --- page 301 --- The transfer pricing review was conducted for 165 companies included in our consolidated financial statements, excluding merged companies, liquidated companies and newly established companies in 2024 and the four months ended April 30, 2025 that have not yet commenced actual operations as of April 30, 2025. The transfer pricing review were conducted in the following two approaches. 1. Transfer Pricing analysis by entity level (primary method): We conduct a general analysis of the main function and risk profile of each company to assign each company a main functional position. We then conduct a specific benchmarking study to form an arm’s-length range for each functional position and further compare each company’s financial results with the arm’s-length range to evaluate whether these companies’ transfer pricing arrangements would be consistent with the arm’s-length principle. 2. Transfer Pricing analysis by transaction policy (supplemental method): For the following types of intra-group transactions, we conduct a further review and analysis of relevant transfer pricing policies as a supplementary testing method.  Intercompany Royalty Transaction  Intercompany Financing Transaction  Intercompany Service Transaction Below please find the summary of the two analysis approaches. Transfer Pricing Analysis by Entity Level Based on the overall value chain of our Group, the positioning of 111 companies were categorized into the following types: (i) contract manufacturer, (ii) manufacturer bearing market risks; (iii) limited risk distributor; (iv) full risk distributor; (v) technical service provider; and (vi) operational service provider. Additionally, 16 companies were categorized as holding companies, 13 as dormant entities, four companies were categorized as leasing entities purely engaged in domestic intra-Group estate leasing transactions considering local market practice, and 16 companies were categorized as charging station entities that have limited business scale and did not engage in cross-border transactions. For the above 49 companies, the overall transfer pricing risk is considered to be low as those companies have limited intra-Group transactions or the transactions are all domestic intra-Group transactions. The transactions of the remaining five financing entities are analyzed by transaction policy. According to the analysis results, those financing transfer pricing arrangements were consistent with the arm’s-length principle under BUSINESS – 291 – --- page 302 --- both OECD Transfer Pricing Guidelines and the applicable local laws and regulations related to transfer pricing in the relevant jurisdictions in all material respects. See “— Transfer Pricing Analysis by Transaction Policy — Intercompany Financing Transaction”. The table below sets forth the high-level function and risk summary of different types of positions of the 111 companies: Business Type Functions Performed Risk Assumed Manufacturing Activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Contract Manufacturer Conduct production activities based on the orders from group-related parties, primarily responsible for non-core R&D or no R&D activities, manufacturing, logistics and warehousing, quality control and do not possess significant intangible assets of our group. Mainly assumes manufacturing risk, inventory risk and product liability risk in relation to manufacturing activities. Manufacturing Activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Manufacturer bearing market risks The following two scenarios are classified as manufacturers bearing market risks: (a) Conduct production activities and sell to third parties, primarily responsible for manufacturing, sales and marketing, logistics and warehousing and quality control; (b) for some entities with more roles in principal, they will perform more activities in management, strategy, and main decision making for group development. Compared to contract manufacturing entities, mainly additionally bears the market risks and thus would bear the residual profits or loss in the value chain. Distribution Activities /H1118Limited risk distributor Conduct procurement and sales activities based on the needs of related parties or group customer orders, mainly responsible for order processing, shipment arrangement, logistics tracking and other supportive functions. Assumes limited market risks. BUSINESS – 292 – --- page 303 --- Business Type Functions Performed Risk Assumed Distribution Activities /H1118Full risk distributor Conduct procurement and sales activities, mainly face the external third parties. Compared to limited risk distributor, would conduct more functions in sales, marketing, promotion activities. Assumes market risks. Service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Technical service provider Undertake functions related to technical services, including engineering services, test support services and contract R&D services. In providing services to related parties, in general the associated costs incurred in a normal and reasonable way would be remunerated by the related parties through the service fees. Usually does not assume market risks. Service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Operational service provider Undertake functions related to operational services/shared services, mainly including the back office and operating function support such as IT, HR, finance supporting services and etc. In providing services to related parties, in general, the associated costs incurred in a normal and reasonable way would be remunerated by the related parties through the service fees. Usually does not assume market risks. BUSINESS – 293 – --- page 304 --- The transactional net margin method (“TNMM”) was applied as the method for the approach of transfer pricing review by entity, and the relevant benchmarking results under this approach are summarized as follows:  Manufacturing Activities — Contract Manufacturer — Automobile Components Business : The full cost mark-up (“FCMU”) was selected as the profit level indicator (“PLI”) to evaluate the arm’s-length nature of transactions performed by Contract Manufacturer. According to the analysis results, the arm’s-length range of the FCMU ratios falls between 0.71% and 4.80%, with a median of 3.09%.  Manufacturing Activities — Manufacturer bearing market risks — Automobile Components Business : The FCMU was selected as the PLI to evaluate the arm’s-length nature of transactions performed by a manufacturer bearing market risks. According to the analysis results, the arm’s-length range of the FCMU ratios for the following regions are listed as follows: (i) Asia: an inter-quartile range of 1.29% to 9.33% with a median of 4.36%; (ii) EMEA: an inter-quartile range of 3.20% to 8.63% with a median of 5.79%; (iii) Americas: an inter-quartile range of 3.56% to 7.01% with a median of 4.52%.  Distribution activities — Automobile Components Business : The EBIT to sales ratio (“ROS”) was selected as the PLI to evaluate the arm’s-length nature of the transactions performed by Distributors. According to the analysis results, the arm’s-length range of the ROS ratios falls between 0.76% and 3.52%, with a median of 1.84%.  Manufacturing Activities — Contract Manufacturer — Weighing Apparatus Business : The FCMU was selected as the PLI to evaluate the arm’s-length nature of transactions performed by the Contract Manufacturer. According to the analysis results, the arm’s length range of the FCMU ratios falls between 1.17% and 6.04% with a median of 3.29%.  Manufacturing Activities — Manufacturer Bearing Market Risks — Weighing Apparatus Business : The FCMU was selected as the PLI to evaluate the arm’s length nature of the transactions performed by a manufacturer bearing market risks. According to the analysis results, the arm’s length range of the FCMU ratios falls between 2.48% and 7.32%, with a median of 4.49%.  Distribution Activities — Weighing Apparatus Business : The ROS was selected as the PLI to evaluate the arm’s length nature of the transactions performed by Distributors. According to the analysis results, the arm’s length range of the ROS ratios falls between 0.23% and 2.84%, with a median of 1.29%. BUSINESS – 294 – --- page 305 --- Based on a comparison of the profitability among 85 entities of Joyson Group (before adding in the entities of Senssun Group) during the Track Record Period and the relevant benchmarking analysis results, it was concluded that 24 companies’ buy-sell transactions and four companies’ service businesses were consistent with the arm’s length principle according to OECD guidelines and local regulations. For the remaining 57 companies with at least one year of profitability below inter-quartile range, a special factor analysis was conducted based on their function profiles (19 market risk-bearing manufacturers, 15 contract manufacturers, five distributors and 18 service providers). Based on a comparison of the profitability among 26 entities of the Senssun Group during the Track Record Period and the relevant benchmarking analysis results, it was concluded that 13 companies’ buy-sell transactions and one company’s service businesses were consistent with the arm’s length principle according to OECD guidelines and local regulations. For the remaining 12 companies with at least one year of profitability during the period from January 1, 2024 to April 30, 2025 lower than the inter-quartile range, a special factor analysis was conducted based on their function profiles (three market risk-bearing manufacturers, five contract manufacturers, two distributors and two technical service providers). For companies bearing market risks, their lower profitability could be supported by external market conditions rather than inappropriate transfer pricing arrangements. For entities not bearing market risks, a special factor analysis has been conducted and the lower profitability could be supported through three perspectives: commercial reasons for low profitability, three-year weighted average profitability fell within arm’s length range, and company predominantly conducted domestic intercompany transactions and thus would not have cross-border transfer pricing issues. As a result, it was concluded that our Group’s risk of material transfer pricing adjustments and additional tax payments is considered low. Transfer Pricing Analysis by Transaction Policy Transfer pricing analysis was further conducted for (i) intercompany royalty transactions, (ii) intercompany financing transactions, and (iii) intercompany service transactions. Intercompany Royalty Transaction For the intercompany royalty transactions within our Group, the arm’s length nature of the intercompany royalty transactions is verified by applying the Comparable Uncontrolled Price (“CUP”) method to undertake the external benchmarking studies.  Trademark : The inter-quartile range based on the royalty rates of comparable trademark license agreements extends from 0.50% to 1.75%, with a median of 0.75% and a whole range from 0.10% to 3.00%. Given that the applied royalty rate of our major intercompany licensing arrangement ranged between 0.5% and 1%, all within the inter-quartile range, it was concluded that the Group’s intercompany trademark royalty arrangements during the Track Record Period were consistent with the arm’s length principle according to both OECD guidelines and local applicable laws and regulations. BUSINESS – 295 – --- page 306 ---  Technology License : The inter-quartile range based on the royalty rates of the comparable trademark license agreements extends from 3.85% to 10.00%, with a median of 6.25% and a whole range from 3.00% to 15.00%. Given that the applied rate of our major intercompany technology licensing arrangements ranged between 4.7% to 9.1%, which were all within the inter-quartile range, it was concluded that the Group’s intercompany technology royalty rate arrangements during the Track Record Period were consistent with the arm’s length principle according to both OECD guidelines and local applicable laws and regulations. Intercompany Financing Transaction The external CUP method was selected as the appropriate method for determining the appropriate interest rate (range) for the intercompany loan arrangements.  Joyson Group before consolidating Senssun Group : The benchmarking analysis results show that the range of risk premiums for short-term intercompany loan arrangements falls between 89 bps and 773 bps, with a median of 323 basis points; the range of risk premiums for long-term intercompany loan arrangements falls between 105 bps and 836 bps, with a median of 373 basis point. Given that the majority of intercompany loan transactions in the Track Record Period fell within the market rates range, and the remaining transactions were not significantly different from market rates, it was concluded that Joyson Group’s (before adding in Senssun Group) intercompany arrangements of the intercompany loans during the Track Record Period were consistent with the arm’s length principle according to both OECD guidelines and local applicable laws and regulations.  Senssun Group : The benchmarking analysis results show that the range of risk premiums for short-term intercompany loan arrangements falls between 89 bps and 422 bps, with a median of 212 basis points; the range of risk premiums for long-term intercompany loan arrangements falls between 105 bps and 781 bps, with a median of 258 basis points. Given that all intercompany loan transactions in the Track Record Period fell within the market rates range, it was concluded that the Senssun Group’s intercompany arrangements of the intercompany loans during the Track Record Period were consistent with the arm’s length principle according to both OECD guidelines and local applicable laws and regulations. BUSINESS – 296 – --- page 307 --- Intercompany Service Transaction The following table presents a general overview of the specific service types within each category and their corresponding transfer pricing policies: Service Category Specific Service Type Transfer Pricing Policy Technical Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118Design services; Cost Plus 5% engineering services; Cost Plus 3.5% or 5% PDP services (development services); Cost Plus 5% R&D technical services; Cost Plus 5% technical services Cost Plus 3% Operational Services /H1118/H1118/H1118/H1118/H1118Administrative services; consulting services; HR, marketing, finance services; IT maintenance; intercompany charge-out Cost Plus 5% Global Charges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Global charges between Key Safety Systems, Inc. and other JSS entities At cost Service — Technical services The FCMU was selected as the PLI to evaluate the arm’s length nature of the transactions performed by the Technical Service Provider. According to the analysis results, the arm’s length range of the FCMU ratios extends from 0.55% to 5.81%, with a median of 3.26%. Since the provision of technical services is remunerated with a mark-up from 3% to 5% on its total cost, which is within the inter-quartile range of the FCMU ratios achieved by independent comparable companies, it was concluded that our Group’s transfer pricing arrangement of the markup rate of technical support services during the Track Record Period was consistent with the arm’s length principle according to both OECD guidelines and local applicable laws and regulations. Service — Operational Services All of the jurisdictions where our subsidiaries are located follow the OECD guidelines, while all the service types included in the operational service are provided in a supportive nature and can be classified as low-value adding intra-Group services, for which a 5% profit applies according to the OECD Guideline. In this context, it was concluded that our Group’s transfer pricing policy, as applied to the operational services during the Track Record Period, was consistent with the arm’s length principle according to both OECD guidelines and local applicable laws and regulations. BUSINESS – 297 – --- page 308 --- Service — Global Charges In the U.S., the “cost of service method” (CSM) allows taxpayers to select a method that treats the normal compensation for covered services as the total cost of services without any additional markup. If the CSM is selected and applied, the method is considered the best method and no further analysis of the best method is required, considering the relevant US regulations and the nature of the Global Charges. Hence, it was reasonable to conclude that the transfer pricing policy applied to the JSS Global Charges during the Track Record Period was consistent with the arm’s length principle according to both OECD guidelines and local applicable laws and regulations. Conclusion After assessing our transfer pricing arrangements during the Track Record Period and up to the Latest Practicable Date, the transfer pricing advisor is of the view that, during the Track Record Period and up to the Latest Practicable Date, our transfer pricing arrangements were consistent with the arm’s length principle under both OECD Transfer Pricing Guidelines and the applicable local laws and regulations related to transfer pricing in the relevant jurisdictions in all material respects, and the risk for our Group to conduct material transfer pricing adjustment and pay additional tax can be considered as low. Based on the foregoing, our Directors are of the view that our transfer pricing arrangements are in line with the OECD Transfer Pricing Guidelines and the applicable rules and regulations of transfer pricing arrangements in the relevant jurisdictions in all material respects. During the Track Record Period and up to the Latest Practicable Date, we were not aware of any material inquiry, audit, investigation or challenge by any relevant tax authorities in the jurisdictions where we operate in relation to our intra-group transactions. ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS We believe that our continuous growth also depends on integrating social values into our business. We are committed to utilizing our technologies, products and solutions to bring greener driving experiences to drivers and passengers. We have put in place various Environmental, Social and Governance (“ ESG”) initiatives to comprehensively improve our corporate governance for the benefit of society. Since 2021, we have published an annual report on management methods, measures and performance in the fields of ESG sustainable development. The Board has reviewed and approved this report. The scope of the text content disclosed in this section is consistent with the scope of the consolidated financial statements of the Group. During the Track Record Period, there were no major changes in the organization’s scale, structure, ownership and supply chain. The environmental category data covers the main production subsidiaries of the Group. We remain committed to sharing our sustainability performance through transparent disclosure, and in accordance with the requirements of Appendix C2 to the Listing Rules, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No . 1 — Standard Operation with reference to the Shanghai Stock Exchange BUSINESS – 298 – --- page 309 --- Self-Regulatory Guidelines for Listed Companies No. 14 — Sustainability Report (Trial), and with reference to the Global Reporting Initiative Standards (GRI Standards 2021) issued by the Global Sustainability Standards Board (GSSB), Guidelines on Corporate Social Responsibility Reporting for Chinese Enterprises 5.0 (CASS-ESG 5.0) issued by the Chinese Academy of Social Sciences (CASS) and the United Nations Sustainable Development Goals (UN SDGs). ESG Governance Our ESG management structure consists of three layers: the Board, the Strategy and ESG Committee under the Board, and an ESG working group in charge of implementing our ESG policies. We have integrated ESG philosophies into our business strategies and operational decision-making processes and have established a top-down ESG governance structure to continuously strengthen our ESG governance capabilities. At the same time, we maintain communication with stakeholders so as to balance our development and external expectations and to promote harmonious development of the environment and society. The Board is primarily responsible for setting the ESG development direction, strategies and objectives, reviewing and approving our ESG management framework, ESG reports and major matters related to ESG. The Strategy and ESG Committee under the Board is primarily responsible for researching, analyzing and evaluating matters related to ESG, raising ESG suggestions to the Board, guiding the daily implementation of ESG work, and the preparation of ESG reports. The ESG working group is primarily responsible for: (i) formulating our ESG strategies, risk management, objectives, plans, progress and related policies, and submitting them to the Strategy and ESG Committee for review and approval, (ii) collecting information about the progress of our ESG work and related ESG risks, and reporting to the Strategy and ESG Committee, and (iii) coordinating the various business functions in setting ESG management indicators and detailed ESG measures, and tracking the progress of the execution of such indicators and measures, among other things. ESG Governance Structure We have gradually built a three-tier management structure: the Board of Directors as the highest decision-making body, the Strategy and ESG Committee and the ESG Working Group. They are responsible for decision making, monitoring and the coordination and implementation of ESG-related matters, respectively. Their coordinated efforts ensure the effective advancement of our ESG management. The Strategy and ESG Committee is nominated and elected by the Board of Directors and consists of seven directors, two of whom are independent directors. The Committee is chaired by the chairman of the Board and is mainly responsible for conducting research and making recommendations on the long-term development strategy, major investment decisions, sustainable development and ESG-related policies. The ESG Working Group, made up of personnel from functional departments and business units, oversees the planning and execution of specific tasks. Each business unit has its own ESG management team to integrate ESG considerations into daily operations, facilitating efficient management of environmental and social risks. In 2024, we established a dedicated department for sustainability to coordinate ESG efforts, enhancing communication and integration of ESG governance at all levels. BUSINESS – 299 – --- page 310 --- ESG Risk Identification, Assessment, Management and Opportunities We continuously improve the risk management and internal control system and formulate risk response policies based on our business characteristics. To constantly promote the dynamic improvement of risk and internal control management, we analyze and evaluate the risk management and internal control system on a regular basis and continuously refine our risk response plans. We have formulated a series of policies covering the “Operational Risk Management Policy”, “Compliance Risk Assessment Policy” and “Process Risk Assessment” based on its own business characteristics and actual operation conditions, so as to further ensure and strengthen risk management and control and build a solid line of defense for the steady development of the business. In addition to the annual internal audit work in the special areas of capital activities, procurement business, payment process, sales business, human resources management, information security, data protection, anti-fraud and other areas, we also conduct a self- evaluation of the effectiveness of internal control in the above areas. At the same time, we have set up a special audit committee to supervise and evaluate the effectiveness of our risk management system and make every effort to ensure that business-related risks can be identified and effectively controlled in a timely manner. In order to further strengthen our risk management capability, during the Track Record Period, we performed industry risk research and benchmarking to form a list of major industry risks for the year, which would be used as a reference for risk assessment by each business unit. With reference to the risk management policy, all business units carried out a risk assessment, focusing on fields such as strategy, operation and finance. Subsequently, we summarized the annual risk reports of each business unit to form a list of significant risks related to the strategy and business of the Group, and formulated corresponding control measures according to the type, importance and probability of the risks. Through these efforts, we safeguarded the soundness of corporate strategy and business development. We have identified a range of ESG risks that we consider material and may have an impact on our business, strategies or financial performance. Based on our materiality assessment, we have identified the following issues as highly important: Society /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Product safety and quality Scientific and technological innovation Sustainable products Occupational health and safety Customer relationship management Sustainable supply chains Employee rights and benefits Employee training and development Diversity and equal opportunities Social contributions Information and data security Privacy protection BUSINESS – 300 – --- page 311 --- Environment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Energy management Tackling climate change Circular economy Emissions and waste Biodiversity conservation Water management Governance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Compliance operations and risk management Anti-unfair competition Anti-commercial bribery and anti-corruption ESG Strategy and Targets Materiality Assessment We conduct ESG materiality assessments and use the evaluation results as a crucial reference for formulating and optimizing the Group’s ESG development plans and information disclosure. We referred to the “IG 1 Materiality Assessment” issued by the European Financial Reporting Advisory Group (EFRAG) to systematically assess ESG issues, considering their impacts, risks and opportunities from the perspectives of “impact materiality” and “financial materiality.” This approach allows us to gain internal insights into how ESG factors affect finances, while also externally evaluating the impact of our business activities on the economy, society and the environment. Supply chain management We continue to press ahead with the building of a responsible supply chain and a supplier life cycle management system, and strengthen supply chain risk prevention and control. We are also fully exerting our influence across the supply chain, working with upstream and downstream partners to create an industrial ecosystem with high added-value and share the results of sustainable development. The Group continues to improve the supplier management system. Based on a sound organizational structure, we have constructed a refined management model that covers the entire chain of procurement strategy formulation, supplier development, supplier quality control, mass production management and supplier product delivery. Based on business units’ characteristics, we have formulated a series of systems and procedures, including Control Procedures for Procurement and Supplier Management, a Mechanism for the Procurement of Products from Suppliers and a Non-Disclosure Agreement, which clearly state the requirements in terms of suppliers’ inspection, access, performance and review. Also, we implement a hierarchical classification and differentiated supplier management system, so as to better utilize our management resources. We have established a sound and strict supplier approval standard. All potential suppliers are subject to a pre-qualification review, which covers background information, qualification certificates, development experience, etc. Depending on actual situations, certain potential BUSINESS – 301 – --- page 312 --- suppliers may be subject to on-site inspections. Only after passing all reviews and inspections can potential suppliers be included in our supplier pool, as well as the classified management system. Also, we regularly conduct evaluations and audits on our suppliers. Preh, for example, conducts supplier audits on an annual basis. JSS, on the other hand, conducts audits on highlighted suppliers once every year, and on non-highlighted suppliers once every three years. Monthly performance evaluations are also conducted on Joyson Safety Systems’ suppliers for mass production, with rectification suggestions proposed for suppliers with poor performance, and closed-loop management is carried out accordingly. Compliance with Regulations We are required to comply with the evolving and increasingly stringent ESG-related laws and regulations. During the Track Record Period and up to the Latest Practicable Date, we had not been involved in any significant accident or claim for personal or property damage made by our employees, or, as advised by our PRC Legal Advisor, been subject to any material fines or other penalties due to non-compliance with ESG-related laws and regulations, which had materially and adversely affected our financial condition or business operations. We may be subject to more stringent compliance requirements and may incur additional costs in the future if there is any change to existing laws or regulations. Environmental Protection Biodiversity forms the foundation for all life and plays a critical role in maintaining the quality, quantity and resilience of ecosystems and provides essential services that the planet relies upon. We recognize the significance of biodiversity conservation and forest preservation to maintain the health and sustainability of our planet. It is our strategy to follow the United Nations Sustainable Development Goals, the Convention on Biological Diversity, and the Kunming-Montreal Global Biodiversity Framework. We are committed to minimizing our impact on biodiversity, preventing deforestation, prompting conservation and striving for restoration whenever possible, and actively responding to the United Nations 2050 vision & 2030 mission on biodiversity and aiming for a net positive impact. To meet these commitments, we will:  ensure compliance with legal and regulatory requirements related to biodiversity and forest conservation in the countries where we operate;  conduct our business in a manner that minimizes impact on biodiversity, including by protecting natural habitats and endangered species, preventing pollution and deforestation, reducing greenhouse gas emissions, etc. and avoiding operational activities near globally or nationally important biodiversity sites;  identify, assess and evaluate the impact and dependence, risks and opportunities of our operations on biodiversity, incorporating concrete firm biodiversity and deforestation prevention practices into our business processes; BUSINESS – 302 – --- page 313 ---  promote suppliers and business partners to comply with deforestation prevention commitments, including by conducting due diligence, risk assessments and mapping to the origin of raw materials used in our products;  encourage the responsible consumption of materials and the transition towards sustainable raw materials supply chains;  strive for circular operation and production, conserve natural resource consumption and improve utilization efficiency;  transition to renewable energy and reduce our dependence on fossil fuels;  engage with employees, suppliers, NGOs, customers and communities to identify and address biodiversity-related issues and opportunities, as well as adopt best practices;  communicate and provide training to internal and external stakeholders to enhance awareness of biodiversity and forest preservation; and  regularly monitor and report on our biodiversity performance and continuously improve our practices. We aim to apply a hierarchy of mitigation to minimize the negative biodiversity impact of our products and services, while maximizing our positive impact. Apart from complying with local statutory requirements, we are committed to continuously enhancing our environmental and energy management systems that are certified to ISO14001. The effective guidelines and workflow of the management systems are detailed in the “Operations Control Procedures ( ༶БછՓ೻ҏ)”, which is clearly communicated to the employees and effectively implemented in order to improve its environmental practices and energy efficiency. We strive to strike a balance between sustainable development and business growth. We are committed to reducing our resource consumption and production of wastes, and complying with the requirements of the ISO14001 standard and all relevant environmental protection laws and regulations of the countries and regions where we operate. As such, in 2022, we were recognized as “one of the top ten enterprises in ecological and environmental management in Ningbo (ଣɤԳΆุ)” and were also designated as a “Ningbo City-level Green Factory (̹ॴၠЍʈᅀ).” BUSINESS – 303 – --- page 314 --- Water Resource Management We have always attached importance to the management of water resources, and strictly comply with the Water Law of the PRC and other relevant laws and regulations of the places where we operate and fully consider the risks of water withdrawal and the exploration of ways to improve the efficiency of water use in the process of site selection and operation of our factories. We develop the water conservation plan annually, setting targets for water usage and conservation. We continuously enhance water management through reduction and recycling methods and actively explore possibilities for optimizing water use structures. All business units have formulated wastewater treatment procedures and policies that comply with environmental protection requirements. Based on their own needs and local regulations, our plants build their own wastewater treatment stations or commission qualified third-party organizations to treat wastewater and conduct regular water quality inspections to ensure water discharge compliance. Taking Joyson Preh as an example, for liquid waste generated from processes such as spray painting, it is collected and handed to qualified third parties for disposal. Additionally, we actively prevent the wastage of water resources due to ageing or damaged equipment and facilities by implementing measures such as water-saving renovations and the introduction of water-saving technologies. We also continue to enhance its capacity to collect and recycle water resources during the production process. Our water usage amounted to 2.54 million tons in 2023 and 2.75 million tons in 2024. In 2023 and 2024, our annual recycled water consumption was approximately 7.3 million cubic meters. Waste Management We place great importance on waste management. We strictly comply with relevant laws and regulations in respect of waste management in the places where we operate and ensure that all kinds of solid waste are disposed of in a responsible manner. Each of our business units has formulated and put in place internal policies, such as the Management Procedures for the Prevention and Control of Solid Waste Pollution and Waste Management, based on the features of its own business and actual conditions. Our business units also follow the concept hierarchy of “avoidance — reuse — recycling — energy utilization — proper disposal” and are continuing to strengthen their management efforts. Our total waste amounted to 47,279 tons in 2023 and 68,271 tons in 2024. Wastewater . We have established wastewater treatment processes and systems that comply with environmental protection requirements. Our production bases, based on their specific needs and local regulations, have either constructed their own wastewater treatment facilities and/or conduct regular water quality testing to ensure compliant discharge. For example, liquid waste generated from processes such as painting is collected uniformly and handed over to qualified third parties for disposal. We strictly implement relevant standards and technical specifications, classify the water quality of wastewater sources, establish wastewater treatment stations, standardize and control wastewater discharge, and regularly carry out water quality analysis and testing to continuously improve the management ability of comprehensive wastewater treatment. For example, at our plant in Bad Neustadt, Germany, the BUSINESS – 304 – --- page 315 --- plant regularly invites independent third-party certification bodies to conduct a water quality analysis of the concentration of heavy metal pollutants in the wastewater every quarter to ensure that the limits of wastewater discharge standards such as DIN EN ISO 9562 are not exceeded. In addition, we regularly set wastewater emission reduction targets to strengthen the continuous control of pollutant discharge. In the case of our Huzhou plant, the targets cover water consumption and pollutant concentrations such as COD. We analyze attainment of the target every month, identify potential causes if the target is not attained and carry out improvement projects if necessary. Solid waste . We strictly adhere to the relevant laws and regulations of our operating locations, ensuring responsible disposal of all types of solid waste. We have implemented internal policies for waste management and adopted prevention measures for solid waste pollution. All hazardous waste is entrusted to qualified third-party agencies for disposal, and we conduct regular audits of their hazardous waste handling qualifications. Furthermore, our business department has standardized the disposal of all types of solid waste and is dedicated to disposing of it more responsibly by establishing and implementing internal management systems such as “Solid Waste Pollution Prevention and Control Management Procedures” and “Waste Management” based on its unique business characteristics and production conditions. To achieve a win-win situation of economic and environmental benefits, we simultaneously adhere to the hierarchy of “avoiding, reusing, recycling, energy utilization and proper disposal” and incorporate the idea of proper waste management into all aspects of production planning, production processes, recycling and disposal. By optimizing packaging materials and handling tools, in 2024, our automotive safety business in Asia reduced the use of approximately 8,000 tons of cardboard boxes, 3,000 tons of wooden pallets and 15 tons of wax paper. Energy Management Purchased electricity is the main energy source that we use during operation. Without affecting the growth of our business, we continue to optimize our energy structure and improve the efficiency of our energy use, while making every effort to achieve the goal of energy conservation and carbon emission reduction. We are committed to reducing our carbon footprint across our operations. This includes exploring ways to enhance energy efficiency and reduce carbon emissions, such as promoting the use of renewable energy. In line with the Listing Rules as set out in appendix C2, we have implemented a global EHS management policy and established an ISO 14001 environmental management system. We have also taken measures such as purchasing green electricity, photovoltaic power generation and implementing energy-saving projects. In 2023 and 2024, our total renewable energy use amounted to 140,221MWh and 178,503MWh, respectively, while our total photovoltaic power generation amounted to 11,348MWh and 20,297MWh, respectively. BUSINESS – 305 – --- page 316 --- Our energy consumption and intensity in 2023 and 2024 are as follows: Y ear ended December 31, Unit 2023 2024 Fossil fuels /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118MWh 122,940 168,511 Purchased heat /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118MWh 2,988 3,175 Purchased electricity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118MWh 493,546 474,187 Biomass power and others /H1118/H1118/H1118/H1118MWh 174 618 Comprehensive energy consumption /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 MWh 619,648 646,491 Comprehensive energy consumption intensity /H1118/H1118/H1118/H1118/H1118/H1118 MWh/Revenue (RMB in millions) 11.12 11.57 Our Group’s comprehensive energy consumption intensity was 11.57 MWh per RMB1.0 million of revenue generated for the year ended 31 December 2024, which was in line with the average GHG emission intensity of (i) an automotive passive safety products provider listed on the New Y ork Stock Exchange and the Stockholm Stock Exchange; (ii) a global technology group providing automotive passive safety products for vehicles; and (iii) an automotive components manufacturer specialized in electric and hydraulic power steering systems (the “Peers”), being 14.57 MWh per RMB1.0 million of revenue generated for the same year. Responding to Climate Change We are committed to promoting sustainable development. While actively identifying climate-related risks, we intend to capitalize on the opportunities brought about by climate change and contribute to the mitigation of global climate change. We expect to continually explore measures to reduce our carbon footprints by using clean energy, improving our energy efficiency and monitoring our GHG emissions. Going forward, we aim to further strengthen our ESG practices and promote sustainable development across our extensive global supply network. The total volume and intensity of our Scope 1 and Scope 2 GHG emissions during the Track Record Period are as follows: Y ear ended December 31, Unit 2023 2024 Scope 1 GHG emissions (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118tons of CO 2e 31,781.5 37,553.7 Scope 2 GHG emissions (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118tons of CO 2e 149,022.0 140,946.1 Total GHG emissions (Scop e 1 + Scope 2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 tons of CO 2e 180,803.5 178,499.8 GHG emission intensity (Scop e 1 + Scope 2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 tons of CO 2e/ Revenue (RMB in millions) 3.24 3.20 Scope 3 GHG emissions (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118tons of CO 2e 28,458.00 102,937.0 BUSINESS – 306 – --- page 317 --- Notes: (1) Scope 1 GHG emissions are direct emissions from resources owned and controlled by the companies. (2) Scope 2 GHG emissions are indirect emissions from the generation of purchased electricity, including platform vehicle electricity and office electricity. (3) Scope 3 GHG emissions are indirect emissions related to operations and supply chains. Our scope 3 GHG emissions are mainly generated from business travel and raw materials. Our Group’s GHG emission intensity (Scop e 1 + Scope 2) was 3.20 tons of CO 2 equivalent per RMB1.0 million of revenue generated for the year ended 31 December 2024, which was below the average GHG emission intensity of our Peers, being 4.21 tons of CO 2 equivalent per RMB1.0 million of revenue generated for the same year. Going forward, we plan to further strengthen our ESG practices to facilitate the sustainability of our extensive global supply network. Each of our business segments has set energy conservation and carbon reduction targets according to its own actual situation and development needs. For instance, Preh Joyson has planned to ensure that all factories in Europe use electricity from renewable energy sources by the end of 2025. Joyson Safety has set a carbon neutral target for 2050 with a plan to reduce GHG emissions in Scope 1 and 2 by 30% by 2030 compared with 2021, thereby contributing to the global temperature control targets under the Paris Agreement. Social Responsibility Occupational Health and Safety We are committed to protecting our planet and the health and safety of each employee as our core values. We strive to comply with the Production Safety Law of the PRC ( ʕശɛ͏ ‘ ) and other relevant laws and regulations in the places of operation and have formulated a series of rules and regulations relating to work safety and health protection, including the “Environment, Health and Safety (“ EHS”) Policy.” This policy outlines our approach to integrating EHS principles into our business to ensure the safety of our employees, communities and environment integrity. It is our strategy to implement, maintain and improve its environmental, occupational health & safety and energy management system, in accordance with ISO 14001:2015, ISO 45001:2018 and, where appropriate, ISO 50001:2018 requirements, while supporting sustainability standards to which we adhere. It is our policy to continuously assure the occupational health and safety, climate protection, biodiversity, natural resource conservation and environmental integrity of our activities, products and services, including through the evaluation and minimization of occupational and environmental risks and impacts identified as significant. We require our specialized workers to be certified based on the characteristics of occupational disease positions. Additionally, we provide occupational health examinations for employees before, during and after employment, and maintain health records. BUSINESS – 307 – --- page 318 --- It is also our objective to increase awareness throughout our supply chain to minimize our indirect environmental and human rights impact. To meet these commitments, we will:  comply with the laws and regulations of the countries in which we operate and conform with other requirements to which we subscribe or are signatory to;  reduce our product environmental footprint, carbon emissions and resource consumption, improving energy efficiency and gradually phasing out harmful substances through innovation and eco-design;  set EHS priorities and action plans, improving practices to prevent the occurrence of EHS incidents, illnesses and pollution;  cooperate with suppliers, customers, investors and local communities, including governments, in the prevention of EHS risks and the adoption of best practices;  establish annual goals and objectives, work to achieve the continuous improvement of EHS performance, including through follow-ups and periodic reviews, to integrate EHS practices into our business;  provide training and practical guidance to our employees and suppliers to improve EHS awareness; and  engage with international sustainability initiatives such as the United Nations Global Compact, Sustainable Development Goals, and Global Reporting Initiative, while focusing our continuous improvement and reporting efforts on the material topics for us and stakeholders; We take action to provide a healthy and injury-free workplace for our employees, practice responsible procurement and production, and deliver “safer, smarter and environmentally friendly” products to protect our planet. In addition, we conduct safety training from time to time to enhance the safety awareness and skills of our employees. During the Track Record Period, there is no fatality incident in our operations. Employee Diversity and Equality We are dedicated to promoting global integration and cross-cultural exchange. We respect diverse cultural backgrounds and beliefs, advocate for a tolerant and harmonious working atmosphere, and strive to create an environment conducive to the development and growth of employees worldwide. While strictly adhering to employment and labor-related laws and regulations in the countries and regions where we operate, we maintain a policy of diverse recruitment, equally welcoming talent from all backgrounds. We comply with the Labor Law BUSINESS – 308 – --- page 319 --- of the PRC (‘), the Labor Contract Law of the PRC ( ʕശɛ͏΍ ‘), Law of the PRC on the Protection of Rights and Interests of Women ( ʕ ‘) and other laws and regulations in all material aspects, and have formulated internal policies to standardize employment practices and procedures including the recruitment and hiring, onboarding and offboarding, to specify the contents of labor contracts and regulations on employment management, and to clarify the rights of employees regarding their working hours, rest and leave, in order to ensure the implementation of the equal employment mechanism. We are committed to fostering a fair and equal working environment and adhering to a transparent recruitment and promotion policy, ensuring equal opportunities for all employees in areas such as recruitment, advancement, welfare protection and career development. For example, we have clarified the legal rights and interests of female employees regarding rest and vacation in our internal policies. Our internal systems, including the code of conduct, provide comprehensive guidance on protecting human rights, prohibiting child and forced labor, and creating a diverse and inclusive workplace. Our codes of conduct and ethics uphold zero tolerance for discrimination and harassment, offering specific guidance to enhance employee self-protection. To comply with international labor standards, we verify applicants’ identities and strictly monitor employment practices to prevent coercion, ensuring no incidents of child or forced labor during the year ended December 31, 2024. Talent Training and Development The continuous growth of employees is one of the prerequisites for a company to enhance its competitiveness in the market. Joyson Electronics is committed to building a growth model that achieves mutual success with its employees. We provide employees with clear personal development paths, broad promotion opportunities, and diverse training resources to foster a learning organization atmosphere and self-motivation among employees. We also fully support the improvement of employees’ academic qualifications and skills, aiming to achieve both individual development and long-term corporate growth. We provide various kinds of training sessions, which include, but are not limited to, fresh graduate training, leadership training, professional training (lean production, quality management, etc.), to help employees of different levels and positions enhance their job skills. Every year, we carefully formulate and implement the annual training plan. To ensure the pertinence and practicality of the training content, department heads work with the Human Resources Department to take into full account the actual situation of the department, future development plans, and employee training needs. At the same time, based on feedback from employees during the training process, we adjust or increase training content in a timely manner, so as to ensure that the training program can keep up with the times and fully meet employees’ needs in terms of growth. Our online platform is one of the main channels through which we carry out daily employee training. Taking Joyson Safety Systems as an example, it has sorted and developed more than 200 online training courses, aimed at accelerating the summary and refinement of knowledge, and disseminating it to all employees. Our on-site training programs are also extremely pertinent and take diverse forms. For different employee groups such as new BUSINESS – 309 – --- page 320 --- employees, technical personnel and management, we have designed different training courses and plans accordingly, striving to cultivate talents for all different types of positions. To promote awareness for business ethics, we provide online and offline training for all employees. Training sessions setting out requirements in terms of ethical compliance, anti-fraud, trade secret protection, supplier integrity business cooperation and potential risks of related functions have been incorporated into orientations for new employees, as well as annual employee training programs. To enable employees to understand and comply with the requirements for declaring specific interest relationships and raise their awareness, we organize declarations of conflicts of interest every year. Meanwhile, we promptly publish and update our ethical compliance regulations and core terms on our internal and public websites to ensure that employees and related parties can obtain the latest information and comply with the relevant regulations time. On this basis, we promote the awareness of ethical compliance and continuously build a corporate culture of integrity, transparency and responsibility. Board Diversity Policy Meanwhile, we attach importance to the diversity of the Board members. The Nomination, Remuneration and Appointment Committee bases its nomination and appointment of directors on a range of diversity considerations, including but not limited to gender, age, cultural and educational backgrounds, race and skills. Consisting of experts and industry professionals in the fields of engineering, finance and accounting, while including two female directors, the Board of Directors is committed to improving the quality of decision-making from multiple perspectives and dimensions to ensure our long-term sustainable development. Social Activities We support educational initiatives. For example, we have collaborated with the Ningbo education department to establish a teaching award fund, which encourages teachers who have dedicated over ten years of service and demonstrated exceptional skills in primary and secondary schools. In addition, we encourage employees to actively donate supplies to impoverished children and other organizations in need of assistance. Whistle-Blowing and Protection Mechanism To further build a sound corporate culture of transparency and integrity, protect the rights and interests of the Group and its stakeholders and prevent and rectify misconducts, we have made public the reporting and complaint channels related to business ethics. Any involvement of soliciting and offering bribes, corruption and misappropriation of public funds and other violations of business ethics by our employees or any partners in business activities, can be reported to us in ways such as sending emails, calling the hotline and leaving messages on the official website. Once a report is received, the Group will carry out the investigation and handling process for the incident in a timely manner. If necessary, we will set up a special investigation team or involve external experts to carry out a joint investigation. Based on the results of the investigation, we will assess the internal control processes of the relevant business units involved and provide improvement suggestions. BUSINESS – 310 – --- page 321 --- Anti-Monopoly and Anti-Unfair Competition Firmly recognizing the importance of anti-monopoly and anti-unfair competition, we take active measures to prevent monopoly and unfair competitions, so as to ensure fair competition in the market and to protect the rights and interests of related parties. For example, JSS has formulated internal policies such as the Global Anti-Monopoly and Anti-Unfair Competition Policy, as well as other procedures. Meanwhile, our legal department, in collaboration with external specialized law firms, conducts early warning, analysis, assessment, declaration and treatment of risks that may exist in the transactions. During the Track Record Period, we did not have any violations involving unfair competition and monopoly. Community Engagement We are dedicated to contributing to society alongside business development. We are proactive in our engagement with philanthropic and charitable endeavors, aiming for mutual development and the sharing of our achievements. In the process of building corporate culture, the management of the Group has always focused on fostering harmonious labor relations, as well as emphasizing the “Three Cares” project, which involves caring for employees in difficulty, caring for the interests of the majority of employees and caring for labor models. In order to establish a long-term mechanism for employee care, we established the “Joyson Cares Fund” in 2013. The fund mainly comes from voluntary donations from employees and matching funds from us. A dedicated manual regarding the “Joyson Cares Fund” has been distributed by the management committee to ensure all employees facing difficulties are aware of the application process. The fund primarily supports employees themselves, their parents, parents-in-law and children who, due to unexpected events, become disabled, passed away or are suffering from serious illnesses and facing financial difficulties. The fund also supports employees’ families that are affected by sudden disasters such as earthquakes, fires and floods. COMPETITION We operate in the automotive industry, which is highly competitive and concentrated. For example, according to Frost & Sullivan, in 2024, the top three suppliers in the global automotive passive safety industry accounted for about 91.9% of the total market size, and the top three suppliers in the Chinese automotive passive safety industry accounted for about 84.5% of the total market size. We generally compete with other large-scale manufacturers of automotive components and parts. We believe the most critical factors of success for outcompeting our peers are our globally-distributed facilities and global synergies, product quality and reliability, responsive customer services, market position in technological innovation, especially automotive electrification and intelligence, deep integration of software and hardware, and competitive pricing. In addition, we compete primarily based on our mass production experiences, product performance, manufacturing efficiency, stable supplies, responsiveness to changes in customer needs and expansion of marketing and sales networks. According to Frost & Sullivan, in terms of revenue in 2024, we ranked 41st in the global automotive parts industry with a market share of 0.5%. BUSINESS –3 1 1– --- page 322 --- We plan to continually improve our R&D capabilities to ensure our products and solutions match the evolving needs of customers. Meanwhile, we may face increasing competition from existing and emerging companies that may significantly expand the scale of their operations. See “Risk Factors — We operate in a highly competitive industry, and we may be unable to continually maintain our market position.” NEV Market Growth and Its Impact on Automotive Solutions According to Frost & Sullivan, while traditional ICE vehicles face a certain level of market stagnation, NEVs show explosive growth driven by technological advances, government incentives and environmental regulations. The global market size of NEVs by sales volume grew from 3.2 million units in 2020 to 19.0 million units in 2024 at a CAGR of 56.5%, and is expected to further grow from 23.4 million units in 2025 to 40.7 million units in 2029 at a CAGR of 14.9%. With the ongoing trends in electrification and the increasing integration of advanced technologies, the automotive industry is currently undergoing a significant transformation. See “Industry Overview — Global Automotive Industry Is Shifting Towards a Smarter, Safer and Greener Future.” The rise of NEVs significantly impacts our automotive electronics solutions business, particularly in the area of automotive intelligence. NEVs, with their higher degree of electrification, enable greater integration of advanced intelligent features such as intelligent cockpits, intelligent driving and smart connectivity technologies. As the NEV market grows and competition intensifies, OEMs are launching more models with enhanced intelligent functions to meet the diverse consumer demand. Meanwhile, traditional ICEVs are also incorporating more smart features, as seen in some OEM customers’ “dual smart strategy” (smart ICEVs and smart NEVs). In addition, the E-mobility segment, focusing on BMS and on-board power electronics of NEVs, will see increased demand as NEVs proliferate. The fast iteration pace of NEV models to accommodate consumers’ evolving demand for intelligent features also provides opportunities for Tier 1 suppliers with a solid technological backgrounds and high R&D efficiency. Therefore, we expect our E-mobility business to directly benefit from the increasing penetration of NEVs. On the other hand, both ICE vehicles and NEVs have similar requirements for passive safety products, including steering wheels, airbags and seatbelts, with no significant differences in their fundamental safety needs. Therefore, the overall growth of the automotive market is anticipated to promote the development of our automotive safety solution business. Meanwhile, the rise of NEVs may generate additional demand for automotive safety products, as these vehicles often incorporate new technologies and designs that require enhanced safety features to ensure driver and passenger protection. BUSINESS – 312 – --- page 323 --- INSURANCE We maintain a number of insurance policies to cover potential liabilities in our daily operation, such as customs duty insurance, machinery breakdown insurance, third-party liability insurance, business interruption insurance, property insurance, comprehensive business insurance, special equipment liability insurance, key person insurance and product transportation insurance. We consider our insurance coverage to be adequate as we have in place all the mandatory insurance policies required by Chinese laws and regulations and, according to Frost & Sullivan, in accordance with the commercial practices in the industries in which we operate. During the Track Record Period, we did not make any material insurance claims in relation to our business. EMPLOYEES As of April 30, 2025, we had 47,630 full-time employees. The tables below set forth a breakdown of our employees by function and by geographical location as of April 30, 2025: As of April 30, 2025 Function Production /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,887 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118551 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,347 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,701 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,630 As of April 30, 2025 Geographical location China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,090 Rest of Asia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,617 EMEA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,443 The Americas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,480 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,630 We recruited employees primarily through employment websites, on-campus recruitment and internal referrals during the Track Record Period. We are committed to establishing a competitive and fair remuneration mechanism based on different job positions and duties. To effectively motivate our employees, we continually refine our remuneration and incentive policies. We conduct performance evaluation for employees periodically and provide feedback on their performance. Compensation for our employees typically consists of basic salary and performance-based bonus. BUSINESS – 313 – --- page 324 --- We formulate training plan to provide regular and specialized training tailored to the needs of our employees. Through these trainings, we help our employees stay up to date with both industry developments and skills and technologies. We have always striven to provide our employees with comprehensive social benefits, a diverse working environment and a wide range of career development opportunities. We are committed to providing a safe and healthy workplace, which is backed by strict policies, team member education and safety recognition awards, along with continued investments in technology. We support the physical health and well-being of our team members by providing an array of programs that help our people stay at their best level of health. We believe that everyone deserves respect. We are committed to the education, recruitment, development and advancement of diverse team members nationwide, and are recognized for our commitment to those efforts. We participate in various employee social security plans or welfare plans. We believe that we generally maintain good working relationships with our employees. We did not experience any significant labor disputes or any material difficulty in recruiting staff for our operations during the Track Record Period. During the Track Record Period, we did not make adequate contributions to the social insurance and housing provident fund with respect to certain of our employees, as required by the relevant PRC laws and regulations, and our Company and certain of our subsidiaries engaged third-party human resource agencies to pay social insurance and housing provident funds for some of our employees. As a result, we may be required to make additional contributions to the social insurance fund and/or housing provident fund and pay late payments and fines under PRC laws and regulations. In 2022, 2023, 2024 and the four months ended April 30, 2025, the shortfall amount of social insurance and housing provident fund contributions is estimated to be RMB20.7 million, RMB24.8 million, RMB27.4 million and RMB16.5 million, respectively. We have not made provisions for such aforementioned underpaid amount. We have obtained confirmation letters issued by the social insurance and housing provident fund authorities for almost all PRC members of the Group confirming that there is no record of any penalties imposed by the relevant authorities for violation of the relevant laws and regulations during the Track Record Period, as applicable, except for one subsidiary undergoing deregistration procedures that was unable to obtain a confirmation letter. Such written confirmations were issued by relevant authorities, such as Shanghai Public Credit Information Service Center (ਕʕː) (which is the unified platform for public credit information collection and query in Shanghai) with the information provided by the Shanghai Municipal Human Resources and Social Security Bureau and Zhejiang Province Credit Center (͜ʕː) (which is the unified platform for public credit information collection and query in Zhejiang Province) with the information provided by the Zhejiang Human Resources and Social Security Department. As advised by our PRC Legal Advisor, these authorities are competent in issuing such confirmations. BUSINESS – 314 – --- page 325 --- According to our PRC Legal Advisor, employers who fail to promptly contribute social insurance premiums in full amount may be ordered by the social insurance premium collection agency to make or supplement contributions within a stipulated period, and may be subject to a penalty for late payment from the due date at the rate of 0.05% per day; where payment is not made within the stipulated period, the relevant administrative authorities may impose a fine ranging from one to three times the amount in arrears. If the employer fails to pay the housing provident fund within the prescribed time, it may be ordered to pay within a certain period of time, and if such employer still fails to pay, compulsory enforcement by the court can be applied. As a result, we may be ordered to pay the outstanding social insurance premiums within a stipulated period and may be subject to a late payment penalty of 0.05% per day. If such payment is not made within the stipulated period, the maximum amount of penalty we may be subject to will be three times the amount of the shortfall (the shortfall amount is estimated to be RMB19.6 million, RMB23.9 million, RMB26.3 million and RMB14.9 million in 2022, 2023, 2024 and the four months ended April 30, 2025, respectively). In addition, we may be ordered to make the outstanding housing provident fund (the shortfall amount is estimated to be RMB1.1 million, RMB0.9 million, RMB1.0 million and RMB1.6 million in 2022, 2023, 2024 and the four months ended April 30, 2025, respectively) within the stipulated period. If such payment is not made within the stipulated period, an application may be made to the PRC courts for compulsory enforcement. Having considered that: (i) based on the written confirmations issued by the relevant authorities, during the Track Record Period, we have not been subject to any administrative penalties or court enforcement actions in relation to social insurance or housing provident fund matters; (ii) according to the Urgent Notice of the General Office of the Ministry of Human Resources and Social Security on Implementing the Spirit of the Executive Meeting of the State Council in Stabilizing the Collection of Social Insurance Premiums (ღ ٝall the local authorities responsible for the collection of social insurance are strictly forbidden from retroactively collecting historical unpaid social insurance contributions from enterprises; (iii) based on anonymous telephone consultations with the social insurance authorities in certain jurisdictions where we and our domestic material subsidiaries operate, these authorities typically do not proactively conduct audits or require supplementary payments unless prompted by employee complaints; (iv) we did not receive any notices from the relevant authorities regarding objections or complaints raised by employees concerning the contribution of social insurance or housing provident funds; and (v) we have committed that, in the event that the competent authorities require us to rectify any non-compliance, we will actively fulfill the relevant obligations, our PRC Legal Advisor is of the view that, provided there are no significant changes to current policies, regulations and enforcement or supervisory practices, and in the absence of collective employee complaints or litigation or arbitrations, the risk of us being penalized or required to make up payments by the relevant competent authorities during the Track Record Period is remote. BUSINESS – 315 – --- page 326 --- PROPERTIES Our corporate headquarters are located in Ningbo, Zhejiang Province. As of the Latest Practicable Date, our Company and Major Subsidiaries together had five self-owned properties relating to production and business operations in China with the gross floor area of 223,384.13 square meters and leased certain properties in China. In addition, our Major Subsidiaries own and lease a number of overseas properties to facilitate business operation. As of the Latest Practicable Date, our Major Subsidiaries owned three properties in Romania, six properties in Germany, one property in Poland, one property in Portugal, five properties in Brazil, four properties in Hungary, two properties in the US, 16 properties in Mexico, six properties in Japan and one property in the Philippines. As of the same date, our Major Subsidiaries leased eight properties in Romania, 19 properties in Germany, three properties in Portugal, seven properties in the US, 16 properties in Mexico, four properties in Japan and two properties in the Philippines. We own and lease properties mainly for manufacturing, business and office purposes. As of the Latest Practicable Date, no single property interest forming part of our Group’s property activities had a carrying amount of 1% or more of our total assets and no single property interest forming part of our Group’s non-property activities had a carrying amount of 15% or more of our total assets. According to section 6(2) of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice, this document 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. LICENSES, APPROV ALS AND PERMITS We are subject to regular inspections, examinations and audits by local regulators and are required to obtain various permits, licenses, approvals, and certifications from government authorities as required under the laws and regulations of jurisdictions where we operate. As of 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. LEGAL PROCEEDINGS AND COMPLIANCE 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. See “Risk Factors — We may from time to time be subject to claims, disputes, lawsuits and other legal and administrative proceedings.” BUSINESS – 316 – --- page 327 --- During the Track Record Period and up to the Latest Practicable Date, we had not been and were not a party to any material legal, arbitral or administrative proceedings, and we were not aware of any pending or threatened legal, arbitral or administrative proceedings against us or our Directors that could, individually or in the aggregate, have a material adverse effect on our business, financial condition and results of operations. Compliance and Regulatory Inspections In June and August 2024, Mr. Wang, our executive Director and chairperson of the Board, Ms. LI Junyu, our executive Director, vice president and financial director, along with Mr. YU Chaohui, our Board secretary, received a warning letter ( ᙆͪՌ) from CSRC Ningbo Regulatory Bureau and a circulated criticism ( ஷజҭ൙) from the Shanghai Stock Exchange, respectively, in relation to our failure to fully comply with the disclosure and regulatory requirements pursuant to the applicable rules and regulations of the Shanghai Stock Exchange and CSRC in respect of the utilization of proceeds raised from a non-public offering of A shares in 2020. The incidents involved certain procedural irregularities in handling such fundraising proceeds, including, among others, relevant transfers and usage of fundraising proceeds through a non-designated implementation entity and using fundraising proceeds for purposes outside the designated projects, as well as defects in using own funds for interim replenishment of fundraising proceeds. We made such arrangements mainly with the intention to ensure the security of the fundraising proceeds and facilitate their utilization in relation to the implementation of the planned project as approved by our Board and the Shareholders’ meeting. Such non-compliances were primarily caused by misinterpretation of A-share regulatory requirements regarding scope of permitted usage of fundraising proceeds and designation of implementation entity thereunder, as well as operational error of our staff. We are not aware of any deliberate or intentional misconduct by our staff or ourselves, and no proceeds were used for purposes other than our operation. We have promptly taken rectification measures by returning the fundraising proceeds to our designated fundraising account. To prevent future occurrences, we have worked with the A-share sponsor to implement several measures, including conducting special training on compliant use of fundraising proceeds for relevant personnel (including Finance Department, Board Secretary’s Office and Internal Audit Department staff); instructing personnel to strengthen their understanding of regulations and compliance awareness; refining our internal control system and workflow for managing fundraising proceeds; enhancing periodic internal checks; and establishing a more detailed accountability mechanism. Following these rectification measures, we submitted written rectification reports to the Ningbo Bureau of CSRC on July 18, 2024, and to the SSE on September 11, 2024, covering both our company and our directors, supervisors and senior management. Neither regulatory body has provided further feedback. As regulators typically do not issue formal case closure confirmations even when satisfied, we believe our implemented rectification measures have adequately addressed their concerns. BUSINESS – 317 – --- page 328 --- We believe that the above incident does not affect the suitability of Mr. Wang, Ms. LI Junyu and Mr. YU Chaohui as Director or Board secretary, having considered that (i) the above incident was not due to fraud or personal dishonesty on the part of the relevant Directors or senior management, nor did the regulatory decisions cast doubt on their qualifications, (ii) the warning letter and the circulated criticism are not administrative penalties and do not constitute public reprimand ( ʮකᚏப), but regulatory actions imposed by the relevant securities regulatory authorities which are relatively minor in nature, and (iii) the relevant Directors or senior management have not been disqualified from serving as a director or senior management member as a result of the above incident. According to Article 3.2.2 of the SSE Self-Regulatory Guidelines for Listed Companies No. 1 — Standardized Operations (ˏୋ1໮— ஝ᇍ༶Ъ), the eligibility of candidates for directors, supervisors and senior executives may be affected if they have been publicly reprimanded by the stock exchange or received more than three circulated criticisms within the last 36 months at the time of nomination, or if they have been subject to administrative penalties (ஈၮ) from the CSRC within the last 36 months. Based on the written confirmations of the directors and publicly available information, no additional circulated criticisms or public reprimand from the stock exchange to Mr. Wang and Ms. Li have been imposed within the most recent three years, except for the above instance. According to our PRC Legal Advisor, a circulated criticism represents a disciplinary action by the Shanghai Stock Exchange which lacks statutory power to impose administrative penalties. Similarly, a warning letter serves as a regulatory measure by CSRC Ningbo Regulatory Bureau that requires timely rectification from the concerned party but does not constitute an administrative penalty nor material non-compliance. Therefore, our PRC Legal Advisor is of the view that Mr. Wang and Ms. Li are not disqualified from being nominated as candidates for directors under PRC Laws (the “ PRC Legal Advisor’s Views regarding Mr. Wang and Ms. Li ”). During the Track Record Period and up to the Latest Practicable Date, we had not been and were not involved in any material non-compliance incidents that have led to fines, enforcement actions or other penalties that could, individually or in the aggregate, have a material adverse effect on our business, financial condition and results of operations. RISK MANAGEMENT AND INTERNAL CONTROL We have developed and implemented comprehensive risk management and internal control policies that encompass various aspects of our business operations to supervise and address a spectrum of operational, financial, legal and market risks that may be or have been identified. These extensive risk management and internal control measures are supported by our specific monitoring and reporting procedures and systems as delineated in the relevant policies. Our Board assumes the responsibilities for overseeing our overall risk management, ensuring that our risk management policies are not only implemented but also regularly reviewed and upgraded to reflect the evolving business landscape. Furthermore, we established a dedicated risk management and internal control team which is responsible for formulating risk management and internal control policies, conducting internal audit, providing internal control consultation and guiding any necessary rectification measures. BUSINESS – 318 – --- page 329 --- Business Operational Risk Management We have established a series of internal procedures to manage business operational risks including risks related to incomplete or problematic internal processes, personnel mistakes, IT system failures and external events. We take a comprehensive approach to operational risk management and implement a mechanism with detailed responsibilities. Our business operations, finance, IT and human resources departments are collectively responsible for ensuring that our business operations comply and conform with internal procedures. On the occurrence of a major adverse event, the matter is escalated to our senior management and the Board of Directors may take appropriate measures. Through effective business operational risk management, we expect to control operational risks within a reasonable range by identifying, measuring, monitoring and containing operational risks to reduce potential losses. Financial Reporting Risk Management We have in place a set of accounting policies in connection with our financial reporting risk management. We have various procedures in place to implement accounting policies, and our financial department reviews our management accounts based on such procedures. We also provide regular training for our finance department employees to ensure that they understand our financial management and accounting policies and implement them in our daily operations. Internal Control Risk Management We have designed and adopted strict internal procedures to ensure the compliance of our business operations with the relevant rules and regulations. Our compliance team works closely with our finance and business departments to: (a) perform risk assessments and advise risk management strategies; (b) improve business process efficiency and monitor internal control effectiveness; and (c) promote risk awareness throughout our Company. Our compliance team works with relevant business departments to obtain requisite governmental approvals or consents for filing with relevant government authorities. Human Resources Risk Management We provide regular and specialized training tailored for our employees in different departments. Through these trainings, we ensure that our employees’ skill sets remain up-to-date and enable them to discover and meet our customers’ needs. We have an employee handbook, detailing internal rules on best commercial practices and work ethics and we provide resources to clarify these guidelines. In addition, we uphold a code of conduct and an anti-bribery policy to ensure compliance with ethical standards and anti-bribery measures. We make our internal reporting channel open and available to our staff for any wrongdoing or misconduct. Reported incidents and persons are investigated and appropriate measures are taken in response to the findings. BUSINESS – 319 – --- page 330 --- Audit Committee Experience and Qualification and Board Oversight We have established an audit committee to monitor the implementation of our risk management policies across our Company on an ongoing basis to ensure that our internal control system is effective in identifying, managing and mitigating risks involved in our business operations. The audit committee consists of three members, namely Prof. LU Guihua, Mr. ZHOU Xingyou and Prof. YU Fang. For the professional qualifications and experience of the members of our audit committee, see “Directors, Supervisors and Senior Management — Directors.” We also maintain an internal audit department that is responsible for reviewing the effectiveness of internal controls and reporting to the audit committee on any issues identified. Our internal audit department holds meetings with the management from time to time to discuss any internal control issues we face and the corresponding measures. A W ARDS AND RECOGNITIONS During the Track Record Period and up to the Latest Practicable Date, we have received recognition for the quality of our products and solutions as well as our strong R&D capabilities. Some of the significant awards and recognition we have received are set forth below: Award/Recognition Award year Awarding Institution/Authority Top 100 Global Auto Parts Suppliers in 2025 (37th) /H1118/H1118/H1118/H1118/H1118 2025 US Auto News Top 500 Chinese Enterprises /H1118/H1118/H1118/H11182024 China Enterprise Confederation & China Entrepreneurs Association (ʕ਷ΆุᑌΥึ,՘ึ) Top 100 Most Competitive Electronic Information Enterprises in 2024 (2024ܓ ɢϵ੶Άุ) /H1118/H1118/H1118/H1118 2024 China Federation of Electronics and Information Industry (ڦ БุᑌΥึ) Top 100 Global Auto Parts Suppliers in 2024 (40th) /H1118/H1118/H1118/H1118/H1118/H1118 2024 US Auto News 2024 ICCE Industry Innovation Practice Award (2024 ϋICCE ପ ุ௴อྼስᆤ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 2024 China Automotive Software Conference ( ʕ਷ӛԓழ΁ɽึ/ʕ ਷ӛԓʈุ՘ึ) BUSINESS – 320 – --- page 331 --- Award/Recognition Award year Awarding Institution/Authority 9th China Auto Parts Industry Awards  Body System Category  the Golden Award for Advanced Technology ( ୋɘ ᓼږ ᆤ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 2024 Auto Business Review The Best Supplier in Quality Performance 2024 (2024ڌ ତ௰ԳԶᏐਠ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 2024 IAQSA (ሯᅺ๟ʷ՘ึ) Zhejiang Province Science and Technology Leading Enterprise (Άุ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118 2023 Department of Science and Technology of Zhejiang Province (ኪҦஔᝂ) National Intellectual Property Advantage Enterprise in 2023 (2023ᗆପᛆᎴැΆ ุ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 2023 China National Intellectual Property Administration (ٝ࢕ ᗆପᛆ҅) 2023 The General Association of Zhejiang Entrepreneurs Annual Internationalization Sample (2023਷ყʷᅵ͉) /H1118/H1118/H1118 2023 The General Association of Zhejiang Entrepreneurs ( एਠᐼ ึ) Automotive Electronics Smart Manufacturing Demonstration Factory ( ӛԓཥɿኜ΁౽ঐႡ ிͪᇍʈᅀ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 2022 MIIT Top 100 Manufacturing Enterprises in Zhejiang Province (Ⴁிุϵ੶Ά ุ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 2022 Zhejiang Federation of Enterprises & Zhejiang Entrepreneurs Association & Zhejiang Federation of Industrial Economics (ΆุᑌΥึ,ए ՘ึ,ʈุ຾᏶ ᑌΥึ) BUSINESS – 321 – --- page 332 --- OVERVIEW Upon Listing, certain transactions between us and our connected persons, which are entered into in our ordinary course of business, will constitute continuing connected transactions of our Company under Chapter 14A of the Listing Rules. CONNECTED PERSONS The following persons, among others, will become our connected persons upon Listing: Name of our connected persons Connected relationship Joyson Group and its associates (excluding the PIA Connected Persons) (collectively, “ Joyson Group Connected Persons ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Joyson Group is one of our Controlling Shareholders PIA Automation, a company listed on the Shanghai Stock Exchange (stock code: 688306.SH), and its subsidiaries (collectively, “ PIA Connected Persons ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 PIA Automation is a 30%-controlled company held directly by Joyson Group, one of our Controlling Shareholders, and is indirectly held by Mr. Wang as to over 50% OUR CONTINUING CONNECTED TRANSACTIONS Nature of transaction Counterparty Applicable Listing Rules Waiver sought Fully exempt continuing connected transactions 1. Lease of properties and office facilities Joyson Group Connected Persons 14A.76(1) N/A 2. Lease of properties PIA Connected Persons 14A.76(1) N/A 3. Provision of administrative services Joyson Group Connected Persons 14A.76(1) N/A 4. Provision of administrative services PIA Connected Persons 14A.76(1) N/A 5. Procurement of administrative services PIA Connected Persons 14A.76(1) N/A 6. Guarantees in favor of our Group Joyson Group 14A.90 N/A CONNECTED TRANSACTIONS – 322 – --- page 333 --- Nature of transaction Counterparty Applicable Listing Rules Waiver sought Non-exempt continuing connected transactions (subject to reporting, annual review and announcement requirements) 1. Procurement of equipment and services PIA Connected Persons 14A.35, 14A.76(2), 14A.105 Announcement requirement 2. Procurement of administrative services Joyson Group Connected Persons 14A.35, 14A.76(2), 14A.105 Announcement requirement FULLY EXEMPT CONTINUING CONNECTED TRANSACTIONS We have entered into the following transactions with Joyson Group Connected Persons and PIA Connected Persons on normal commercial terms, which will continue after the Listing: (1) lease of properties for use as office in Ningbo to Joyson Group Connected Persons. The pricing shall be determined after an arm’s length negotiations with reference to the location, function and size of the properties, and are to be no less favorable to our Group than the prevailing market price of the rent of similar property in the vicinity and similar office facilities. (2) lease of properties to PIA Connected Persons for use as office and production plant in Ningbo. The pricing shall be determined after an arm’s length negotiations with reference to the location, function and size of the properties, and are to be no less favorable to our Group than the prevailing market rent of similar property in the vicinity. (3) provision of administrative services, such as sharing of utilities, including electricity and water, to Joyson Group Connected Persons. The pricing shall be determined on a cost basis with reference to the cost incurred by our Group and such costs are allocated to Joyson Group on a fair and equitable basis. (4) provision of administrative services, such as human resource support, training services and sharing of office premises and utilities, to PIA Connected Persons. The pricing shall be determined after an arm’s length negotiations with reference to the cost incurred by our Group in respect of the relevant services. The pricing terms are to be no less favorable to our Group than the prevailing market price of similar services. (5) procurement of administrative services, such as sharing of utilities, including electricity and water, from PIA Connected Persons. The pricing shall be determined on a cost basis with reference to the cost incurred by PIA Connected Persons and such costs are allocated to our Group on a fair and equitable basis. CONNECTED TRANSACTIONS – 323 – --- page 334 --- As the highest applicable percentage ratios for each of the abovementioned transactions for the purpose of Chapter 14A of the Listing Rules will be less than 0.1% on an annual basis, each of such transactions will constitute a de minimis continuing connected transaction of our Company pursuant to Rule 14A.76(1) of the Listing Rules that will be fully exempt from reporting, annual review, announcement, circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. (6) Joyson Group has provided guarantees in favor of our Group in respect of certain bank borrowings of our Group (the “ Connected Guarantees ”). We have no current plan to release all the outstanding Connected Guarantees prior to completion of the Listing as our Directors believe that the early discharge of the Connected Guarantees is not in the best interests of our Group and Shareholders as a whole. For more details, see “Relationship with our Controlling Shareholders — Independence from our Controlling Shareholders — Financial Independence” in this prospectus. The Connected Guarantees constitute financial assistance received by our Group from our connected persons for the benefit of our Group under Rule 14A.90 of the Listing Rules. Since the Connected Guarantees are on normal commercial terms or better to our Group and are not secured by the assets of our Group, the Connected Guarantees are fully exempt from the reporting, annual review, announcement, circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS (SUBJECT TO REPORTING, ANNUAL REVIEW AND ANNOUNCEMENT REQUIREMENTS) We have entered into the following transactions which, as our Directors currently expect, the highest applicable percentage ratio calculated for the purpose of Chapter 14A of the Listing Rules will be more than 0.1% but less than 5% on an annual basis. Under Rule 14A.76(2) of the Listing Rules, these transactions will be subject to the reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules but will be exempted from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Procurement of equipment and services from PIA Connected Persons Principal terms On October 17, 2025, our Company entered into the procurement framework agreement with PIA Automation (the “ PIA Procurement Framework Agreement ”), pursuant to which our Group may, from time to time, procure from PIA Connected Persons certain customized intelligent manufacturing equipment, including assembly lines mainly for production and assembly of our HMI and E-mobility products, and related digital software research and development services (the “ PIA Procurement ”). The PIA Procurement Framework Agreement has an initial term commencing on the Listing Date and ending on December 31, 2027, and may be renewed as the parties may mutually agree, subject to the compliance with the requirements under Chapter 14A of the Listing Rules and all other applicable laws and regulations. CONNECTED TRANSACTIONS – 324 – --- page 335 --- Reasons and benefits for the transactions PIA Automation is a leading supplier of industrial equipment and automated manufacturing solutions. In our ordinary and usual business, our Group has been procuring from PIA Connected Persons the products and services in respect of the PIA Procurement from time to time, which enables them to be familiar with our business needs, quality standards and operational requirements in respect of our production and assembly lines. Based on our experience in cooperations with PIA Connected Persons in respect of the PIA Procurement, we consider that PIA Connected Persons are capable of effectively and stably satisfying our demand with quality production and assembly solutions. Therefore, we believe it is in the interest of our Company and our Shareholders as a whole to enter into the PIA Procurement Framework Agreement and to continue with the PIA Procurement upon the Listing. Pricing basis The pricing for the PIA Procurement shall be determined based on arm’s length negotiations between the parties with reference to the type and specification of equipment/service required, the relevant labor costs, raw material costs and production costs, and the prevailing market price of similar equipment/service. The terms are to be no less favorable to our Group than those for transactions between our Group and Independent Third Parties under the same conditions. We will regularly review the prices charged by PIA Connected Persons in respect of the PIA Procurement with reference to prevailing market prices of similar products to ensure they are on normal commercial terms and are fair and reasonable. Historical amounts For the years ended December 31, 2022, 2023 and 2024 and the four months ended April 30, 2025, the historical transaction amounts in respect of the PIA Procurement were approximately RMB170.2 million, RMB134.1 million, RMB331.3 million and RMB37.6 million, respectively. The transaction amount in 2024 was relatively higher primarily due to the procurement for two new projects of our E-mobility business. These projects commenced at the end of 2023 and concluded in 2024 and contributed to the majority of the transaction amount in 2024. CONNECTED TRANSACTIONS – 325 – --- page 336 --- Annual caps and basis of caps The maximum aggregate annual procurement amounts in respect of the PIA Procurement Framework Agreement for the three years ending December 31, 2025, 2026 and 2027 shall not exceed the caps set out below: Proposed annual caps (RMB in million) for the year ending December 31, 2025 2026 2027 Procurement amounts to be paid by our Group /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118358.4 221.9 174.9 In arriving at the above annual caps, the Directors have considered, among other things, (a) the historical transaction amounts during the Track Record Period; (b) the estimated transaction amounts based on the existing contracts or arrangements between our Group and PIA Connected Persons. In particular, approximately half of the procurement amount in 2025 will be derived from ongoing contracts; and (c) The annual cap in 2025 is relatively higher due to our additional procurement of intelligent manufacturing equipment for the new assembly lines constructed in 2025 and in anticipation of our new projects secured, which are expected to commence in 2025 and 2026, and the delivery of certain existing projects. Such projects will be progressively completed in the following years, resulting in a decreasing trend in transaction amounts over the next three years. Procurement of administrative services from Joyson Group Connected Persons Principal terms On October 17, 2025, our Company entered into the procurement framework agreement with Joyson Group (the “ Joyson Group Procurement Framework Agreement ”), pursuant to which our Group may, from time to time, procure from Joyson Group Connected Persons certain property management, catering and other administrative services (the “ Joyson Group Procurement ”). The Joyson Group Procurement Framework Agreement has an initial term commencing on the Listing Date and ending on December 31, 2027, and may be renewed as the parties may mutually agree, subject to the compliance with the requirements under Chapter 14A of the Listing Rules and all other applicable laws and regulations. CONNECTED TRANSACTIONS – 326 – --- page 337 --- Reasons and benefits for the transactions In our ordinary and usual business, our Group has been procuring from Joyson Group Connected Persons the services in respect of the Joyson Group Procurement from time to time to support our daily operations. The Joyson Group Procurement enables Joyson Group Connected Persons to be familiar with our operational needs and administrative requirements in respect of the relevant daily administrative services. In addition, it is more cost-effective for our Group to procure such administrative services from Joyson Group Connected Persons rather than maintaining our own headcounts for processing such work. Therefore, we believe it is in the interest of our Company and our Shareholders as a whole to enter into the Joyson Group Procurement Framework Agreement and to continue with the Joyson Group Procurement upon the Listing. Pricing basis The pricing for the Joyson Group Procurement shall be determined based on arm’s length negotiations between the parties with reference to the market price of similar services and the price charged by Joyson Group Connected Persons to other members within Joyson Group, taking into account the service type and anticipated operational costs including but not limited to labor costs and costs of materials. The terms are to be no less favorable to our Group than those for transactions between our Group and Independent Third Parties under the same conditions. We will regularly review the prices charged by Joyson Group Connected Persons in respect of the Joyson Group Procurement with reference to prevailing market prices of similar products to ensure they are on normal commercial terms and are fair and reasonable. Historical amounts For the years ended December 31, 2022, 2023 and 2024 and the four months ended April 30, 2025, the historical transaction amounts in respect of the Joyson Group Procurement were approximately RMB15.5 million, RMB17.7 million, RMB21.8 million and RMB13.6 million, respectively. CONNECTED TRANSACTIONS – 327 – --- page 338 --- Annual caps and basis of caps The maximum aggregate annual procurement amounts in respect of the Joyson Group Procurement Framework Agreement for the three years ending December 31, 2025, 2026 and 2027 shall not exceed the caps set out below: Proposed annual caps (RMB in million) for the year ending December 31, 2025 2026 2027 Procurement amounts to be paid by our Group /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844.8 49.0 53.0 In arriving at the above annual caps, the Directors have considered, among other things, (a) the historical transaction amounts and the growing trend during the Track Record Period. Since January 2025, we recorded an increase in the transaction amounts of the Joyson Group Procurement, in conformity with the upward trend of the annual cap in 2025; (b) the estimated demand for the Joyson Group Procurement for the three years ending December 31, 2027, which is expected to continue to increase in line with our expansion and development. In particular, the operation of our new production center and catering in late 2024 to support business development as well as our newly leased plants in 2025 will increase the demand for property management service from the Joyson Group Connected Persons; (c) the estimated service fee to be charged for the Joyson Group Procurement, with reference to the price level during the Track Record Period and the potential fluctuation in the price, taking into account the cost; and (d) the estimated transaction amounts based on the existing contracts or arrangements between our Group and Joyson Group Connected Persons. W AIVER APPLICATION FOR NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS Under Rule 14A.76(2) of the Listing Rules, the transactions under the subsection headed “— Non-exempt continuing connected transactions (subject to reporting, annual review and announcement requirements)” will constitute our continuing connected transactions subject to those requirements under Chapter 14A of the Listing Rules upon the Listing. As those non-exempt continuing connected transactions are expected to continue on a recurring and continuing basis and have been fully disclosed in this section, our Directors consider that compliance with the announcement requirement would be impractical, and such requirement would lead to unnecessary administrative costs and would be unduly burdensome to us. CONNECTED TRANSACTIONS – 328 – --- page 339 --- Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted, waiver exempting us from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “— Non-exempt Continuing Connected Transactions (subject to reporting, annual review and announcement requirements)” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the annual caps (as stated above). 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. CONFIRMATION FROM OUR DIRECTORS Our Directors (including our independent non-executive Directors) are of the view that the non-exempt continuing connected transactions as set out above are in our ordinary and usual course of business and on normal commercial terms, and are fair and reasonable and in the interest of our Company and our Shareholders as a whole, and the proposed annual caps for such transactions are fair and reasonable and in the interest of our Company and our Shareholders as a whole. CONFIRMATION FROM THE JOINT SPONSORS The Joint Sponsors have (i) reviewed the relevant documents and information provided by the Company in relation to the aforesaid non-exempt continuing connected transactions, (ii) obtained necessary representations and confirmations from the Company and the Directors, and (iii) participated in the due diligence and discussion with the Company. Based on the above, the Joint Sponsors are of the view that the aforesaid non-exempt continuing connected transactions are in the ordinary and usual course of our business and on normal commercial terms, and are fair and reasonable and in the interests of our Company and our Shareholders as a whole, and the proposed annual caps in respect of such non-exempt continuing connected transactions are fair and reasonable and in the interest of our Company and our Shareholders as a whole. INTERNAL CONTROL MEASURES TO SAFEGUARD SHAREHOLDERS’ INTERESTS 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:  Our Group has approved internal guidelines which provide that if the value of any proposed connected transaction is expected to exceed certain thresholds, the relevant staff must report the proposed transactions to the relevant responsible personnel/departments in order for our Company to commence the necessary CONNECTED TRANSACTIONS – 329 – --- page 340 --- additional assessment and approval procedures and ensure that we will comply with the applicable requirements under Chapter 14A of the Listing Rules. In particular, the pricing of any proposed connected transaction will be subject to our standard process by requesting and comparing quotations, or conducting bidding. We will have an overall assessment of the capabilities and terms (including the prices) offered to make appropriate selections. Such measures will ensure that the prices charged by connected persons reflect the prevailing market price and are fair and reasonable on normal commercial terms.  Our Company will provide information and supporting documents to the independent non-executive Directors and the auditors in order for them to conduct an annual review of the continuing connected transactions entered into by our Company. In accordance with the requirements under the Listing Rules, the independent non-executive Directors will provide an annual confirmation to the Board as to whether the continuing connected transactions have been entered into in the ordinary and usual course of business of our Group, are on normal commercial terms and are in accordance with the agreement governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole, and the auditors will provide an annual confirmation to the Board as to whether anything has come to their attention that causes them to believe that the continuing connected transactions have not been approved by the Board, are not in accordance with the pricing policies of our Group in all material respects, are not entered into in accordance with the relevant agreements governing the transactions in all material respects or have exceeded the cap as stated above.  When considering any renewal or revisions to the agreements after Listing, the interested Directors and Shareholders shall abstain from voting on the resolutions to approve such transactions at board meetings or shareholders’ general meetings (as the case may be). If the independent Directors’ or independent Shareholders’ approvals cannot be obtained, we will not continue the transactions under the framework agreement(s) to the extent that they constitute non-exempt continuing connected transactions under rule 14A.35 of the Listing Rules. CONNECTED TRANSACTIONS – 330 – --- page 341 --- DIRECTORS Our Board consists of ten Directors, including four executive Directors, two non- executive Directors and four independent non-executive Directors. Directors serve a term of three years and may be re-elected for successive reappointments. The following table sets forth certain information regarding our Directors: Name Age Position(s) Date of joining our Group (1) Date of appointment as a Director Roles and responsibilities Executive Directors Mr. W ANG Jianfeng (ࢤ)H1118/H1118/H1118/H1118 54 Executive Director and chairperson of the Board May 31, 2004 May 25, 2011 Responsible for the formulation of the overall corporate business plans, strategies and leading the business direction of our Group Mr. CHEN Wei (௓ਃ) /H1118/H1118/H1118/H1118/H1118 55 Executive Director and President April 30, 2019 August 2, 2019 Responsible for overall management, business plans and strategies and major decisions of our Group Ms. LI Junyu (᲎)/H1118/H1118/H1118/H1118 46 Executive Director, vice president and financial director March 17, 2015 April 21, 2021 Responsible for overall financial management of our Group DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 331 – --- page 342 --- Name Age Position(s) Date of joining our Group (1) Date of appointment as a Director Roles and responsibilities Mr. CAI Zhengxin (ؚ)H1118/H1118/H1118/H1118 53 Executive Director and chief executive officer and president of Preh GmbH July 1, 2011 April 20, 2023 Responsible for overall management, business plans and strategies and major decisions of Preh GmbH Non-executive Directors Mr. ZHU Xuesong (ؒ)H1118/H1118/H1118/H1118 56 Non-executive Director and vice chairperson of the Board August 2, 2019 August 2, 2019 Responsible for providing advice to the Board and participating in the formulation of the general corporate business plans Mr. ZHOU Xingyou (܅)H1118/H1118/H1118/H1118 57 Non-executive Director August 2, 2019 May 16, 2024 Responsible for providing advice to the Board and participating in the formulation of the general corporate business plans Independent non-executive Directors Prof. WEI Xuezhe (ࡪ)H1118/H1118/H1118/H1118 54 Independent non- executive Director September 3, 2021 September 3, 2021 Responsible for providing independent advice on the operation and management of our Company DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 332 – --- page 343 --- Name Age Position(s) Date of joining our Group (1) Date of appointment as a Director Roles and responsibilities Prof. LU Guihua (࣭ ശ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 57 Independent non- executive Director April 20, 2023 April 20, 2023 Responsible for providing independent advice on the operation and management of our Company Prof. YU Fang (Я˙) /H1118/H1118/H1118/H1118/H1118 49 Independent non- executive Director April 20, 2023 April 20, 2023 Responsible for providing independent advice on the operation and management of our Company Ms. XI Xuanhua (ࢩ ഘዏ) /H1118/H1118/H1118/H1118/H1118/H1118 53 Independent non- executive Director Upon Listing (2) Upon Listing (2) Responsible for providing independent advice on the operation and management of our Company Notes: (1) Denotes the time from which the relevant Director became involved in the management of the business of the Group. (2) The appointment of Ms. Xi Xuanhua as an independent non-executive Director will take effect from the Listing Date. Executive Directors Mr. W ANG Jianfeng (ࢤ)aged 54, is our founder, the chairperson of our Board and our executive Director. Mr. Wang served as president of our Company from May 2011 to April 2023. Mr. Wang holds directorships in various subsidiaries of our Company. Mr. Wang has extensive experience in the field of automotive industry. Mr. Wang founded Joyson Group in 2001, and has since January 2004 served as the chairperson of Joyson Group. He served as the chairperson of the board of PIA Automation, a company listed on the Shanghai Stock Exchange (stock code: 688306.SH), from January 2017 to December 2019, and has been a director of PIA Automation since December 2019. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 333 – --- page 344 --- Mr. Wang obtained his Executive Master of Business Administration from Guanghua School of Management of Peking University ( ̏ԯɽኪΈശ၍ଣኪ৫) in the PRC in June 2014. Mr. CHEN Wei ( ௓ਃ), aged 55, is our executive Director and president. He joined our Group in February 2018 and since then held various positions within our Group. Mr. Chen served as vice president of our Company from July 2019 to April 2023 and has been the president of our Company since April 2023. Mr. Chen has nearly 20 years of experience in the automotive industry. He started his career at FAW V olkswagen Automotive Co., Ltd ( ɓӛ—ʮ̡) and was awarded the Annual Individual Honor for Outstanding Contributions in 2001. He then served as the general manager of ThyssenKrupp Presta Fawer (Changchun) Co., Ltd ( ໛ಌд໭Ьబෳӛԓ ݒ(݆ڗ)ʮ̡) from November 2007 to October 2011, the chief executive officer of ThyssenKrupp Presta (Shanghai) Co., Ltd ( ໛ಌд໭Ь౷л౶վӛԓᔷΣ(ɪऎ)ʮ̡) from November 2011 to November 2016 and a director at ThyssenKrupp Fawer Automotive Steering Column (Changchun) Co., Ltd (ݒ(݆ڗ)ʮ̡) from December 2014 to April 2019. Mr. Chen obtained his Executive Master of Business Administration from Jilin University (ɽኪ) and China Europe International Business School ( ʕᆄ਷ყʈਠኪ৫) in the PRC in July 2003 and September 2010, respectively. Mr. Chen was qualified as an engineer by China FAW Group Corporation (ʮ̡) (formerly known as China FAW Group (ʕ਷ୋɓӛԓණྠʮ̡)) in August 2001. Ms. LI Junyu (᲎), aged 46, is our executive Director, vice president and financial director. Ms. Li joined our Company in March 2015 as our deputy financial director. She has served as the financial director of our Company since April 2015 and a vice president of our Company since April 2023. She currently holds directorships in various subsidiaries of our Company. Ms. Li has various working experience in financial management and held positions in several corporations covering various financial management areas, including consecutively serving as financial manager and financial director at Shanghai Pupeng New Energy Technology Co., Ltd (ʮ̡) (formerly known as Huade Plastic Corporation Limited (ʮ̡)) from March 2007 to February 2014 and serving as a financial manager at Joyson Group from March 2014 to March 2015. Ms. Li obtained her master of professional accounting from Wuhan University (ဏɽኪ) in the PRC in December 2009 and her Executive Master of Business Administration from Peking University in the PRC in January 2016. In April 2006, Ms. Li was admitted as a member of the Chinese Institute of Certified Public Accountants (՘ึ). DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 334 – --- page 345 --- Mr. CAI Zhengxin (ؚ)aged 53, is our executive Director. Mr. Cai joined our Group in July 2011 as the chief supply chain officer and vice president of Preh GmbH, and served in various positions within our Group since then. Mr. Cai has served as vice chairperson of the board of Ningbo Preh Joyson since May 2015 and the chief executive officer and president of Preh GmbH since March 2021. Prior to joining our group, Mr. Cai served as the general manager of Oudi Neng (Ningbo) Automotive Lighting Technology Co., Ltd (ঐ(ت)ʮ̡) from September 2010 to November 2014. Mr. Cai obtained his master’s degree in industrial engineering from Shanghai Jiao Tong University ( ɪऎʹஷɽኪ) in November 2004. Non-executive Directors Mr. ZHU Xuesong (ؒ)aged 56, is our non-executive Director and the vice chairperson of the Board. Mr. Zhu currently also serves as a director of other subsidiaries of our Group. Prior to joining our Group, Mr. Zhu worked for the local government of Ningbo for years. Mr. Zhu joined Joyson Group in January 2014, and has served as the president of Joyson Group since then. From April 2023 to August 2024, Mr. Zhu served as a director of PIA Automation. Mr. Zhu received his master’s degree in economic management (by correspondence course) from Zhejiang University ( एϪɽኪ) in the PRC in December 2001, and obtained his Executive Master of Business Administration from China Europe International Business School ( ʕᆄ਷ყʈਠኪ৫) in the PRC in November 2016. Mr. ZHOU Xingyou (܅)aged 57, is our non-executive Director. He served as the chairperson of the Supervisory Committee from August 2019 to March 2024. Mr. Zhou joined Joyson Group in October 2017 and served as the vice president until July 2019. Prior to that, Mr. Zhou worked for the local People’s Court and government of Ningbo for years and was appointed as the president of the Jiangbei District People’s Court in Ningbo (৫) in August 2010, and the deputy district mayor of the Jiangbei District People’s Government in Ningbo (ִ݁in February 2017, respectively. He has served as a director of Ningbo Justice Optical Co., Ltd (ʮ̡) since April 2019. Since December 2019, Mr. Zhu has served as a director of PIA Automation and he served as the chairperson of the board of PIA Automation from December 2019 to August 2024. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 335 – --- page 346 --- Mr. Zhou obtained his bachelor’s degree in science in biology from East China Normal University (ᇍɽኪ) in the PRC in July 1989. He received his bachelor’s degree in law (by correspondence course) in July 2004 and obtained his master’s degree in law in December 2005 from East China University of Political Science and Law (ɽኪ) (formerly known as East China Institute of Political Science and Law (ኪ৫)). Independent non-executive Directors Prof. WEI Xuezhe (ࡪ)aged 54, is our independent non-executive Director. Prof. Wei has various academic experience in the automotive industry. Prof. Wei was awarded the title of Professor in December 2011 and served as the deputy dean of School of Automotive Studies of Tongji University ( Ν᏶ɽኪӛԓኪ৫). Since April 2023, Prof. Wei has served as an independent director at Avary Holding (Shenzhen) Co., Limited (ٰ(ଉέ) ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 002938.SZ). He also served as an independent non-executive director at Guangdong Dazhi Environmental Protection Technology Co., Ltd (ʮ̡) (currently known as Hunan Lead Power Technology Incorporated Company (ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 300530. SZ)), from August 2021 to January 2022. The projects led by Prof. Wei won several science and technology awards, including the Second Prize for Scientific and Technological Progress in Shanghai (“߅ ኪҦஔᆤɚഃᆤ”) granted by Shanghai Municipal People’s Government (ִ݁t o “Key Technologies for Multi-Domain and Multi-Scale Management of Automotive Power Batteries and Their Grouping (၍ଣʿϓଡ଼ᗫᒟҦஔ)” in 2017, and the China Automotive Industry Science and Technology Progress Award (ኪҦ ஔආӉᆤ) granted by China Society of Automotive Engineers ( ʕ਷ӛԓʈ೻ኪึ)t oh i s project named “Key Technologies and Industrialization of Long-life Fuel Cell Systems for Commercial V ehicles (ཥϫӻ୕ᗫᒟҦஔʿପุʷ)” in 2020. Prof. Wei obtained his bachelor’s degree in electrical automation, his master’s degree in electrical power transmission and automation and his doctorate degree in vehicle engineering from Tongji University in the PRC in July 1994, March 1997 and April 2005, respectively. Prof. LU Guihua (ശ), aged 57, is our independent non-executive Director. Prof. Lu has nearly 30 years of academic experience in the accounting and financial management. Prof. Lu worked at Tianjin University of Commerce (ਠุɽኪ) (formerly known as Tianjin Institute of Business (ਠኪ৫)) from July 1999 to November 2005, and consecutively served as a lecturer and an associate professor. He consecutively served as an associate professor and a master tutor of School of Accountancy of Central University of Finance and Economics (ኪ৫) from December 2005 and has been a doctoral tutor and professor (Tier-3) since June 2011. Prof. Lu is currently an independent non-executive director of Beijing Urban-Rural Trade Centre Co., Ltd (ʮ̡) (formerly known as Beijing Urban and Rural Commercial (Group) Co., Ltd (ඊਠุ(ණྠ)ʮ̡)), a company listed on the Shanghai Stock Exchange (stock code: 600861.SH) since November 2022, and Zhejiang Juhua Co., Ltd (ʮ̡), a company listed on the Shanghai Stock Exchange DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 336 – --- page 347 --- (stock code: 600160.SH) since April 2023. Prof. Lu previously served as an independent non-executive director at various listed companies, including, among others, (i) Beijing Electronic City High-tech Group Co., Ltd (ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 600658.SH) (“ Electronic City ”), from April 2016 to August 2022; (ii) Beijing Shunxin Agriculture Co., Ltd (ࠢ ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 000860.SZ), from December 2019 to November 2023; (iii) Beijing Savant Biotechnology Co., Ltd (इ ʮ̡), a company listed on the National Equities Exchange and Quotations (΅ᔷᜫӻ୕) (stock code: 873748), from October 2021 to October 2023; and (iv) WPG (Shanghai) Smart Water Public Co., Ltd (ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 603956.SH), from December 2021 to June 2024. Prof. Lu obtained his bachelor’s degree in manufacturing process automation from Zhejiang University ( एϪɽኪ) in the PRC in June 1990. He then obtained his master’s degree in finance from Hunan University of Finance and Economics (ৌ຾ኪ৫) in the PRC in June 1999 and a doctorate degree in business administration from Tsinghua University ( ૶ശ ɽኪ) in the PRC in July 2005. In October 2003, Prof. Lu was certified as a non-practicing member of the Chinese Institute of Certified Public Accountants. Prof. YU Fang ( Я˙), aged 49, is our independent non-executive Director. Prof. Y u has nearly 30 years of academic experience in the finance and management. Prof. Y u served as a Senior Lecturer (ࢪat University of Minnesota in the United States from September 2005 to May 2007. He then served as an analyst at Barclays Global Investors from May 2007 to March 2009. He joined China Europe International Business School in the PRC in August 2009 and has been a professor the school of finance since January 2019. He has also served as an independent director at Huaqin Technology Co., Ltd. (ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 603296.SH), since January 2025, and as an independent director at Shanghai Zhenhua Heavy Industries Co., Ltd. (ࠠ ʈ(ණྠ)ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 600320.SH), since August 2025. Prof. Y u has received several awards, including the Best Paper Award ( ௰Գሞ˖ᆤ) in Financial Markets and Institutions from Financial Management Association in its 2020 annual meeting, the 2013 Best Paper Award by the Chinese Finance Association (ፄኪึ) in its 2013 annual meeting, and the Best Paper Award in 2013 China International Conference in Finance. Prof. Y u obtained his bachelor’s degree in international finance from Shanghai Jiao Tong University in the PRC in June 1997. He obtained a master of arts from Tulane University in the United States in May 2000. He also obtained a master of business administration and a doctorate degree in philosophy from The University of Chicago in the United States in March 2005 and December 2005, respectively. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 337 – --- page 348 --- Ms. XI Xuanhua (ഘዏ), aged 53, is our independent non-executive Director. Ms. Xi has over 20 years of experience in the business management. Ms. Xi has been serving as the Chief Risk Officer at DigiFT Tech (Hong Kong) Limited since December 2024. From June 2005 to April 2024, she worked at BOCOM International Holdings Company Limited, a company listed on the Stock Exchange (stock code: 3329.HK) (“ BOCOM ”). Ms. Xi consecutively served as the director, head of China sales desk, the executive director and head of China sales department and the head of equity sales department from June 2005 to February 2013. She also served as the head of institution and equity business from February 2013 to March 2015, the general manager of BOCOM International Securities Limited (“ BOCOM Securities ”) from March 2015 to July 2017, and the deputy chief executive officer and a member of the executive committee of BOCOM Holdings from July 2017 to April 2024. Ms. Xi obtained her bachelor’s degree in economics from Fudan University ( ూ͇ɽኪ) in the PRC in July 1995, her Executive Master of Business Administration from Shanghai Jiao Tong University in the PRC in June 2012. SUPERVISORS Our Supervisory Committee comprises three members. Our Supervisors serve a term of three years and may be re-elected for successive reappointments. The functions and duties of the Supervisory Committee include reviewing financial reports, business reports and profit distribution plans prepared by the Board and overseeing the financial and business performance of our Group. The following table sets out information regarding our Supervisors: Name Age Position(s) Date of joining our Group Date of appointment as a Supervisor Roles and responsibilities Mr. W ANG Y ude (ˮ͗ᅃ) /H1118/H1118/H1118/H1118 44 Chairperson of the Supervisory Committee March 5, 2018 May 16, 2024 Performing duties as a Supervisor in accordance with the Articles as well as relevant laws and regulations DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 338 – --- page 349 --- Name Age Position(s) Date of joining our Group Date of appointment as a Supervisor Roles and responsibilities Mr. GUO Feier (ெ൬Յ) /H1118/H1118/H1118/H1118 35 Employee Supervisor August 1, 2018 March 27, 2024 Performing duties as a Supervisor in accordance with the Articles as well as relevant laws and regulations Ms. LIU Jinlin (೙)/H1118/H1118/H1118/H1118 41 Non-employee Supervisor December 23, 2024 December 23, 2024 Performing duties as a Supervisor in accordance with the Articles as well as relevant laws and regulations Mr. W ANG Yude ( ˮ͗ᅃ), aged 44, is the chairperson of our Supervisory Committee and the legal director of our Company. Mr. Wang joined our Group in March 2018 and since then served as the legal director and general legal counsel of our Company. Prior to joining our Group, Mr. Wang served as a legal counsel at China Resources Snow Breweries (Wuhan) Co., Ltd. (ਭৢ(ဏ)ʮ̡) from April 2003 to April 2005 and China Resources Snow Breweries (Jiangsu) Co., Ltd (ਭৢ(Ϫᘽ)ʮ̡) from April 2005 to August 2006, a senior legal counsel at Wuxi Suntech Power Co., Ltd. (֠ ʮ̡) from August 2006 to December 2011, an executive vice president at Sky Solar Holdings Ltd., a company listed on NASDAQ (stock code: SKYS) thereafter, and a vice president of legal and compliance department of Sumin Investment Holdings Co., Ltd. ( Ϫ ʮ̡) from December 2016 to February 2018. Mr. Wang obtained his master’s degree in law from Fudan University ( ል͇ɽኪ)i nt h e PRC in January 2012 and his master’s degree in business administration from Concordia University Wisconsin in the United States in June 2015. Mr. GUO Feier ( ெ൬Յ), aged 35, is the employee Supervisor of our Company. Mr. Guo joined our Group in August 2018 and since then served as a fund manager and fund director of our Company. Prior to joining our Group, Mr. Guo served at Ningbo Urban Construction Investment Holdings Co., Ltd (ʮ̡) from October 2013 to July 2018. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 339 – --- page 350 --- Mr. Guo obtained his bachelor’s degree in accounting from Zhejiang University of Finance and Economics (formerly known as Zhejiang Institute of Finance and Economics ( ए Ϫৌ຾ኪ৫)) in the PRC in June 2012 and his master’s degree in accounting and finance from The University of Manchester in the United Kingdom in November 2013. Ms. LIU Jinlin (೙), aged 41, is the non-employee Supervisor of our Company. Ms. Liu served as a sales manager and human resources manager of Ningbo Junsheng Real Estate Development Co., Ltd. (ʮ̡) from December 2004 to January 2023. She has served as a director of the human resources department of Joyson Group since January 2023. Ms. Liu obtained her bachelor’s degrees in E-commerce from Beijing Open University (ɽኪ) in the PRC in November 2020. She completed the undergraduate self-study examination for law from the Political Academy of the National Defence University PLA China, Xi’an (ਜ) in the PRC in December 2011. SENIOR MANAGEMENT Our senior management is responsible for the day-to-day management of our business. The following table provides information about members of our senior management: Name Age Position(s) Date of joining our Group Date of appointment as a senior manager Roles and responsibilities Mr. CHEN Wei (௓ਃ) /H1118/H1118/H1118/H1118/H1118 55 Executive Director and president April 30, 2019 April 20, 2023 Responsible for overall management, business plans and strategies and major decisions of our Group Ms. LI Junyu (᲎)/H1118/H1118/H1118/H1118 46 Executive Director and financial director March 17, 2015 April 22, 2015 Responsible for overall financial management of our Group DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 340 – --- page 351 --- Name Age Position(s) Date of joining our Group Date of appointment as a senior manager Roles and responsibilities Mr. HUA Muwen (ശᅉ˖)/H1118/H1118/H1118/H1118 49 Vice president June 7, 2024 June 7, 2024 Responsible for overseeing the research and development of the new energy sector of our Group Mr. YU Chaohui (ಃሾ)/H1118/H1118/H1118/H1118 35 Board secretary May 1, 2012 March 4, 2022 Responsible for information disclosure, investor relation and other Board-related matters Mr. CHEN Wei ( ௓ਃ) is our executive Director and president. See “— Directors — Executive Directors” in this section for his biographical details. Ms. LI Junyu (᲎) is our executive Director and financial director. See “— Directors — Executive Directors” in this section for her biographical details. Mr. HUA Muwen ( ശᅉ˖), aged 49, has been our vice president since June 2024. Mr. Hua has also served as chairperson of the board and general manager of Ningbo Preh Joyson since September 2024, as well as the director and manager of Ningbo Junsheng New Energy Research Institute Co., Ltd (ʮ̡) since September 2024. Mr. Hua has various experience in automotive industry and held positions in several corporations covering various management areas, including serving as a general manager of Hasco Magna Electric Drive System Co., Ltd (ʮ̡) from July 2018 to March 2024. Mr. Hua obtained a bachelor’s degree in automotive industry design from Jilin Polytechnical University (ʈุɽኪ) (currently known as Jilin University (ɽኪ)) in July 1996 and a master of business administration from Tongji University in the PRC in May 2006. He obtained his Executive Master of Business Administration from China Europe International Business School in September 2012. Mr. Hua was qualified as a senior engineer (ࢪby the Department of Human Resources and Social Security of Shanghai ( ɪऎ ღ҅) in December 2022. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 341 – --- page 352 --- Mr. YU Chaohui (ಃሾ), aged 35, has been our Board secretary since March 2022. Mr. Y u joined our Company in May 2012, and consecutively served as a staff member of the board secretary office and candidate secretary of the Board. Mr. Y u also served as the board secretary of Ningbo JOYNEXT from April 2020 to December 2021 and the director of Senssun since May 16, 2025. Mr. Y u obtained a bachelor’s degree in business administration from East China University of Political Science and Law in the PRC in July 2012. INTERESTS OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Saved as disclosed above, none of our Directors, Supervisors and senior management had been a director of any public company the securities of which were listed on any securities market in Hong Kong or overseas in the three years immediately preceding the date of this prospectus. As of the Latest Practicable Date, none of our Directors, Supervisors or senior management was related to other Directors, Supervisors or senior management of our Company. JOINT COMPANY SECRETARIES Mr. YU Chaohui (ಃሾ), aged 35, is one of the joint company secretaries of the Company. For the biographical details of Mr. Y u Chaohui, please refer to “— Senior Management” above. Ms. YE Jiahong (ߎ)is one of the joint company secretaries of the Company. She is a manager of the listing services division at TMF Hong Kong Limited, a company providing corporate accounting and corporate secretarial services in Hong Kong. She has over seven years of experience in company secretarial profession and has been serving as the company secretary of several listed companies in Hong Kong. Ms. Y e is an associate member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute (formerly known as the Institute of Chartered Secretaries and Administrators) in the United Kingdom. Ms. Y e received a bachelor’s degree in English from Jinan University (ɽኪ)i nt h e PRC in June 2013 and a master degree of art from the Chinese University of Hong Kong in Hong Kong in November 2014. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 342 – --- page 353 --- BOARD COMMITTEES Our Board delegates certain responsibilities to various committees. In accordance with the relevant PRC laws and regulations and the Corporate Governance Code and the Listing Rules, our Company has formed three Board committees, namely the Audit Committee, the Nomination, Remuneration and Appraisal Committee and the Strategy and ESG Committee. Audit Committee We have established the Audit Committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code set out in Appendix C1 to the Listing Rules. The Audit Committee consists of three Directors, namely Mr. ZHOU Xingyou, Prof. LU Guihua and Prof. YU Fang, Prof. LU Guihua being the chairperson of the Audit Committee, holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of the Audit Committee include, but are not limited to, the following:  reviewing and evaluating the work of external auditors;  monitoring and making recommendations concerning the internal audit work of our Company;  reviewing and making recommendations concerning the financial reports of our Company;  evaluating the effectiveness of internal control work;  ensuring coordination between the management, internal audit department and relevant departments and external auditors; and  performing other duties and responsibilities as assigned by our Board. Nomination, Remuneration and Appraisal Committee We have established the Nomination, Remuneration and Appraisal Committee with written terms of reference in compliance with the Corporate Governance Code set out in Appendix C1 to the Listing Rules. The Nomination, Remuneration and Appraisal Committee consists of three Directors, namely Ms. LI Junyu, Prof. WEI Xuezhe and Prof. LU Guihua. Prof. WEI Xuezhe serves as the chairperson of the Nomination, Remuneration and Appraisal Committee. The primary duties of the Nomination, Remuneration and Appraisal Committee include, but are not limited to, the following:  reviewing and making recommendations to the Board on the composition and number of our Board and senior management with reference to our Company’s business activities, the scale of assets and shareholding structure; DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 343 – --- page 354 ---  identifying individuals suitably qualified to become a member of our Board and senior management, and making recommendations to our Board on the selection of individuals nominated for directorships and senior management;  reviewing the structure and diversity of the Board and selecting individuals to be nominated as Directors;  accessing and making recommendations to the selection of other senior management appointed by our Board;  reviewing and approving remuneration proposals of members of our senior management in accordance with our Company’s policies and objectives as approved by our Board from time to time;  making recommendations to our Board concerning our Company’s policy and structure for all Directors’ and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy, including, but not limited to, performance evaluation standards, procedures and evaluation systems;  conducting the evaluation of the annual performance of all Directors and senior management;  monitoring remuneration payable to all Directors and senior management;  reviewing and/or approving matters relating to share schemes under Chapter 17 of the Listing Rules; and  performing other duties and responsibilities as assigned by our Board. Strategy and ESG Committee We have established the Strategy and ESG Committee with written terms of reference in compliance with the requirements under the Listing Rules. The Strategy and ESG Committee consists of four executive Directors, being Mr. Wang, Mr. CHEN Wei, Ms. LI Junyu and Mr. CAI Zhengxin, one non-executive Director, being Mr. ZHU Xuesong, and two independent non-executive Directors, being Prof. WEI Xuezhe and Prof. YU Fang. The chairperson of the Strategy and ESG Committee is Mr. Wang. The primary duties of the Strategy and ESG Committee include, but are not limited to, the following:  conducting research and make recommendations for the long-term strategic development plans of our Company;  conducting research and make recommendations for annual investment plans which are subject to the approval of our Board; DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 344 – --- page 355 ---  conducting research and make recommendations for other major investment programmes which are subject to the approval of our Board (excluding those included in the annual investment plans);  conducting research and make recommendations for sustainable development, and ESG related policies; and  conducting research, revise and review the policies of the Company’s strategic management and ESG policies, and make recommendations to the Board. REMUNERATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT We offer our executive Directors, Supervisors and senior management members, who are also the Company’s employees, remuneration in the form of salaries, wages, benefits in kind and share-based payment. Our independent non-executive Directors receive remuneration with reference to their respective positions and duties, including being a member or the chairperson of Board committees. For the years ended December 31, 2022, 2023, 2024 and four months ended April 30, 2025, the aggregate amount of remuneration paid or payable to our Directors and our Supervisors amounted to approximately RMB26.6 million, RMB47.0 million, RMB38.6 million and RMB11.5 million, respectively. Under the arrangement currently in force, we estimate the total remuneration before taxation, including salaries and benefits in kind, performance related bonuses and pension scheme contributions, to be accrued to our Directors and Supervisors for the year ending December 31, 2025 to be approximately RMB31.6 million. The actual remuneration of Directors and Supervisors in 2025 may be different from the expected remuneration. The total emoluments for the five highest paid individuals (including Directors and Supervisors) amounted to approximately RMB40.8 million, RMB55.3 million, RMB45.9 million and RMB14.0 million, for the years ended December 31, 2022, 2023, 2024 and four months ended April 30, 2025, respectively. During the Track Record Period, no remuneration was paid to our Directors, our Supervisors or any of the five highest paid individuals as an inducement to join, or upon joining, our Group. During the Track Record Period, no compensation was paid to, or receivable by, any of our Directors, former directors, our Supervisors, former Supervisors or the five highest paid individuals for the loss of office as director of any member of our Group or of any other office in connection with the management of the affairs of any member of our Group. None of our Directors or Supervisors waived any emoluments during the Track Record Period. Save as disclosed above, no other payments have been paid, or are payable, by our Company or any of our subsidiaries to our Directors, Supervisors or the five highest paid individuals during the Track Record Period. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 345 – --- page 356 --- Our Board will review and determine the remuneration and compensation packages of our Directors, Supervisors and senior management and will, following the Listing, receive recommendations from our Nomination, Remuneration and Appraisal Committee which will take into account salaries paid by comparable companies, time commitment and responsibilities of our Directors, Supervisors and senior management and the performance of our Group. EMPLOYEE INCENTIVE SCHEME To recognize the contributions of our key employees, incentivize our management team, retail talent and promote our long-term sustainable development, we have adopted the Employee Incentive Scheme on November 1, 2021. For details of the Employee Incentive Scheme, see “Appendix VI — Statutory and General Information — Further Information about our Directors, Supervisors and Senior Management — Employee Incentive Scheme”. CORPORATE GOVERNANCE Our Company is committed to achieving high standards of corporate governance with a view to safeguarding the interests of our Shareholders. To accomplish this, our Company complies or intends to comply with the corporate governance requirements under the Corporate Governance Code set out in Appendix C1 to the Listing Rules after the Listing. BOARD DIVERSITY POLICY In order to enhance the effectiveness of our Board and to maintain the high standard of corporate governance, we have adopted a Board Diversity Policy which sets out the objective and approach to achieve and maintain diversity of our Board. Pursuant to the Board Diversity Policy, we seek to achieve Board diversity through the consideration of a number of factors when selecting the candidates to our Board, including, but not limited to, gender, skills, age, professional experience, knowledge, cultural background, education background, ethnicity and length of service. The ultimate decision of the appointment will be based on merit and the contribution which the selected candidates will bring to our Board. Our board currently consists of two female Directors and eight male Directors with nearly half holding doctorate degrees. Our Directors have a balanced mix of knowledge and skills, including overall management and strategic development, quality assurance and control, finance and accounting and corporate governance in addition to industry experience relevant to our Group’s operations and business. They obtained degrees in various majors including economics, accounting, business management, and engineering. This diverse academic background allows the Board to approach challenges and opportunities from multiple angles, fostering innovative solutions and comprehensive strategies. We have four independent non-executive Directors with different industry backgrounds, representing one third of the members of our Board. Furthermore, our Board has a diverse age and gender representation. 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. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 346 – --- page 357 --- Our Nomination, Remuneration and Appraisal Committee is responsible for reviewing the structure and diversity of the Board and selecting individuals to be nominated as Directors. After the Listing, our Nomination, Remuneration and Appraisal Committee will monitor and evaluate the implementation of the Board Diversity Policy from time to time to ensure its continued effectiveness, and, when necessary, make any revisions that may be required and recommend any such revisions to our Board for consideration and approval. The Nomination, Remuneration and Appraisal Committee will also include in annual reports a summary of the Board Diversity Policy, including any measurable objectives set for implementing the Board Diversity Policy and the progress on achieving these objectives. CONFIRMATION FROM OUR DIRECTORS Rule 8.10 of the Listing Rules Each of our Directors (other than our independent non-executive Directors) confirms that as of the Latest Practicable Date, he or she did not have any interest in a business which competes or is likely to compete, either directly or indirectly, with our Group’s business which would require disclosure under Rule 8.10 of the Listing Rules. Rule 3.09D of the Listing Rules Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under Rule 3.09D of the Listing Rules in December 2024 and January 2025 (as the case may be) and (ii) understands the requirements under the Listing Rules that are applicable to him or her as a director of a listed issuer under the Listing Rules and the possible consequences of making a false declaration or giving false information to the Stock Exchange. Rule 3.13 of the Listing Rules Each of the independent non-executive Directors has confirmed (i) his/her independence as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he/she has no past or present financial or other interest in the business of our Company or its subsidiaries or any connection with any core connected person of our Company under the Listing Rules as of the Latest Practicable Date and (iii) that there are no other factors that may affect his/her independence at the time of his/her appointment. Rule 13.51 of the Listing Rules Save as disclosed herein, to the best of the knowledge, information and belief of our Directors having made all reasonable enquiries, there was no information relating to the appointment of our Directors and Supervisors that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules or any other matters concerning any Director and Supervisor that needs to be brought to the attention of our Shareholders as of the Latest Practicable Date. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 347 – --- page 358 --- In June and August 2024, Mr. Wang, our executive Director and chairperson of the Board; Ms. LI Junyu, our executive Director, vice president and financial director, along with Mr. YU Chaohui, our Board secretary, received a warning letter from CSRC Ningbo Regulatory Bureau and a public criticism from Shanghai Stock Exchange, respectively, in relation to our failure to fully comply with the disclosure and regulatory requirements in respect of the utilization of proceeds. Such incident was primarily caused by the handling personnel’s misinterpretation of the applicable rules, and all the proceeds involved were utilized for our operation purpose. In July 2024, Mr. ZHOU Xingyou, our non-executive Director, received a warning letter from CSRC Ningbo Regulatory Bureau in his capacity as chairman of PIA Automation in relation to the delay or failure to fully comply with the disclosure requirement in respect of connected transactions of PIA Automation. According to the warning letter, PIA Automation’s disclosure of amounts of certain connected transactions exceeding the estimated annual caps was delayed, and it failed to disclose certain other connected transactions. As a result, CSRC Ningbo Regulatory Bureau issued a warning letter to PIA Automation and the responsible personnel, including Mr. Zhou, as the chairman of the board. According to the published announcement of PIA Automation, the required rectification measures will be taken to enhance its regulatory compliance, and PIA Automation confirmed the incident will not affect its daily operation and management. In May 2022, Prof. LU Guihua, our independent non-executive Director, received a regulatory warning from Shanghai Stock Exchange in his capacity as then independent director and then convenor of audit committee of Electronic City in relation to the failure to promptly and accurately disclose annual results estimate, adequate risk warnings and publish rectification announcement. According to the regulatory warning decision, the forecasted net profit of Electronic City disclosed in its 2021 annual results estimate was significantly lower than the actual net profit disclosed in its 2021 annual report. Shanghai Stock Exchange considered that the profit forecast did not adequately account for all relevant factors that may affect financial performance of Electronic City, consequently compromising its reliability. In this connection, Shanghai Stock Exchange issued a regulatory warning against Electronic City and the responsible personnel, including Prof. Lu given his supervisory responsibilities on financial and accounting matters as then convenor of audit committee. We believe that the above incidents do not affect the suitability of Mr. Wang, Ms. LI Junyu, Mr. ZHOU Xingyou, Prof. LU Guihua and Mr. YU Chaohui as Director or Board secretary, having considered that (i) the above incidents were not due to fraud or personal dishonesty on the part of the relevant Directors or senior management, nor did the regulatory decisions cast doubt on their qualifications, (ii) the warning letter and the public criticism are not administrative penalties, but regulatory actions imposed by the relevant securities regulatory authorities which are relatively minor in nature, and (iii) the relevant Directors or senior management have not been disqualified from serving as a director or senior management member of the Company as a result of the above incidents. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 348 – --- page 359 --- Based on the independent due diligence work conducted by the Joint Sponsors and taking into account the views and basis of the Company as stated above and the PRC Legal Advisor’s Views regarding Mr. Wang and Ms. Li as stated in the section headed “Business — Legal Proceedings and Compliance — Compliance and Regulatory Inspections” above, nothing has come to the attention of the Joint Sponsors that would reasonably cause the Joint Sponsors to cast doubt on the suitability of Mr. Wang, Ms. LI Junyu, Mr. ZHOU Xingyou and Prof. LU Guihua to serve as Directors of the Company in any material aspect. COMPLIANCE ADVISOR We have appointed Somerley Capital Limited as our Compliance Advisor pursuant to Rules 3A.19 of the Listing Rules. The Compliance Advisor will provide us with guidance and advice as to compliance with the Listing Rules and other applicable laws, rules, codes and guidelines. Pursuant to Rule 3A.23 of the Listing Rules, the Compliance Advisor will advise our Company in certain circumstances, including: (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 prospectus or where our business activities, developments or results deviate from any forecast, estimate or other information in this prospectus; 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. Pursuant to Rule 3A.24 of the Listing Rules, the Compliance Advisor will, on a timely basis, inform our Company of any amendment or supplement to the Listing Rules that are announced by the Hong Kong Stock Exchange. The Compliance Advisor will also inform our Company of any new or amended law, regulation or code in Hong Kong applicable to us, and advise us on the continuing requirements under the Listing Rules and applicable laws and regulations. The term of the appointment of our Compliance Advisor will commence on the Listing Date and is expected to end on the date on which our Company complies with Rule 13.46 of the Listing Rules in respect of our financial results for the first full financial year commencing after the Listing. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 349 – --- page 360 --- OUR CONTROLLING SHAREHOLDERS As of the Latest Practicable Date, Mr. Wang was interested in approximately 39.85% of the total issued share capital of our Company, comprising 2.54% directly owned by Mr. Wang and 37.31% indirectly owned through Joyson Group, which is controlled by Mr. Wang. See “History, Development and Corporate Structure — Corporate Structure” in this prospectus for details. Immediately following the completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised), Mr. Wang will, directly and indirectly through Joyson Group, continue to control over 30% of the voting rights of our Company. Therefore, Mr. Wang and Joyson Group will remain as our Controlling Shareholders upon the Listing. Mr. Wang is our founder, executive Director and chairperson of the Board. See “Directors, Supervisors and Senior Management” in this prospectus. As of the Latest Practicable Date, apart from our business, Joyson Group and its subsidiaries were engaged in the businesses of investment holding, property development, intelligent manufacturing and others. Among such businesses, Joyson Group is engaged in the development and provision of automated manufacturing solutions through its subsidiary, PIA Automation, a company listed on the Shanghai Stock Exchange (stock code: 688306.SH). 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 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. NON-COMPETE UNDERTAKINGS Joyson Group and Mr. Wang have executed certain non-competition undertakings in January 2011 that, in favor of the interest of our Company and our Shareholders, Joyson Group and Mr. Wang have undertaken that: (a) neither of Joyson Group and Mr. Wang will directly or indirectly engage in any business that competes with the main business of our Company; (b) each of Joyson Group and Mr. Wang will procure the existing or future subsidiaries of or other entities controlled by them not to engage in any business that competes with the main business of our Company; RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS – 350 – --- page 361 --- (c) if Joyson Group or Mr. Wang (including the existing or future subsidiaries of or other entities controlled by them) obtained any business opportunities which are or may be in competition with the main business of our Company, they will immediately notify us of the same and refer such business opportunity to us; and (d) each of Joyson Group and Mr. Wang will not make use of its position as our controlling shareholder or actual controller to harm the interest of our minority Shareholders with respect to our normal production and operation activities. 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 Our Board consists of ten Directors, including four executive Directors, two non- executive Directors and four independent non-executive Directors. Mr. Wang (our executive Director and chairperson of the Board) is one of the Controlling Shareholders. Four of our Directors hold positions in Joyson Group, details of which are set out below: Name Positions in our Company Positions in Joyson Group Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Director and chairperson of the Board Director and chairperson of board of directors, and director/supervisor of close associates of Joyson Group Mr. ZHU Xuesong (ؒ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Non-executive Director and vice chairperson of the Board President, and director/ general manager of close associates of Joyson Group Ms. LI Junyu (᲎) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Executive Director, vice president and financial director Director Mr. ZHOU Xingyou (܅)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Non-executive Director Supervisor, and director/ general manager of close associates of Joyson Group RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS – 351 – --- page 362 --- Mr. Wang, as founder of our Group and Joyson Group, holds directorship in both companies, and has been leading the overall management since their respective inception supported by the respective experienced management teams in our Group and Joyson Group. He has been and will continue devoting sufficient time and resources to the management and operations of our Group. Each of Mr. ZHU Xuesong and Mr. ZHOU Xingyou is a non-executive Director, and is not involved in the day-to-day management and business operations of our Group. Ms. LI Junyu, our executive Director, vice president and financial director, currently is a director of Joyson Group, which is non-executive in nature, and is not involved in the day-to-day management and business operations of Joyson Group. Save as disclosed in this section and the section headed “Directors, Supervisors and Senior Management” in this prospectus, none of our Directors or members of our senior management team holds any position in our Controlling Shareholders or their respective close associates. Our Directors consider that we are capable of maintaining management independence for the following reasons: (a) 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, please refer to the section headed “Directors, Supervisors and Senior Management” in this prospectus; (b) 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; (c) 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; and (d) we have four independent non-executive Directors and certain matters of our Company, must always be referred to the independent non-executive Directors for review. We have adopted a series of corporate governance measures to manage conflicts of interest, if any, between our Company and our Controlling Shareholders which would support our independent management. See “— Corporate Governance” for details. 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. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS – 352 – --- page 363 --- Operational Independence We do not rely on our Controlling Shareholders and their respective close associates for our business development, staffing, logistics, administration, finance, internal audit, IT, sales and marketing, or company secretarial functions. We have our own departments specializing in these respective areas which have been in operation and are expected to continue to operate separately and independently from our Controlling Shareholders and their respective close associates. In addition, we have our own headcount of employees for our operations and management for human resources. We have independent access to our suppliers and customers. We are in possession of all relevant licenses, certificates, facilities and intellectual property rights necessary to carry on and operate our principal businesses and we have sufficient operational capacity in terms of capital and employees to operate independently. In addition, we expect certain connected transactions of our Group with our Controlling Shareholders and/or their respective associates will continue after the Listing, details of which are set out in “Connected Transactions” in this prospectus. All such transactions will be conducted on arm’s length and on normal commercial terms in the ordinary and usual course of business of our Group in accordance with the requirements under Chapter 14A of the Listing Rules, and the pricing policy of our Group and our connected persons and not be prejudicial to the interests of any of the parties. Our Directors are of the view that such continuing connected transactions will not affect our operational independence as a whole. Based on the above, our Directors believe that we are able to operate independently of our Controlling Shareholders and their respective close associates. Financial Independence We have an independent financial system and make financial decisions according to our Company’s own business needs. We have our own internal control and accounting systems and an independent finance department for discharging the treasury function and independent access to third party financing. We do not expect to rely on our Controlling Shareholders and their respective close associates for financing after the Listing as we expect that our working capital will be funded by cash flows generated from operating activities, the cash and cash equivalent on hand and internally generated funds as well as the proceeds from the Global Offering. Joyson Group has provided guarantees in respect of our financings, among which the guarantees with the total amount of approximately RMB6.1 billion are expected to continue after Listing (the “ Connected Guarantees ”). The Connected Guarantees are provided to certain independent commercial banks as security for our loan facilities. As of April 30, 2025, the amount outstanding under our loan facilities with the Connected Guarantees amounted to approximately RMB5.2 billion. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS – 353 – --- page 364 --- Notwithstanding the Connected Guarantees, 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. As of April 30, 2025, we had loans and borrowings with an aggregate balance amount of approximately RMB20.4 billion from independent financial institutions without any security or guarantee from any of the Controlling Shareholders or their respective close associates. Moreover, we have maintained a robust cash position. As of April 30, 2025, our cash and cash equivalents amounted to RMB5.3 billion, exceeding the total outstanding amount or contract sum of the arrangements with the Connected Guarantees. Save as disclosed above, 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 close associates. Based on the above, our Directors believe that from a financial perspective, we are capable of carrying on our business independently of, and do not place undue reliance on our Controlling Shareholders and their respective close associates after the Listing. CORPORATE GOVERNANCE Our Company will comply with the provisions of the Corporate Governance Code in Appendix C1 to the Listing Rules (the “ Corporate Governance Code ”), which sets out principles of good corporate governance. Our Directors recognize the importance of good corporate governance in protection of our Shareholders’ interests. We would adopt the following measures to safeguard good corporate governance standards and to avoid potential conflict of interests between our Company and our Controlling Shareholders: (a) 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; (b) 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; (c) 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 – 354 – --- page 365 --- (d) 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; (e) we are committed that our Board shall include a balanced composition of executive Director and non-executive Directors (including independent non-executive Directors). We have appointed four independent non-executive Directors, and we believe our independent non-executive Directors (i) possess sufficient experiences, (ii) are free of any business or other relationship which could interfere in any material manner with the exercise of their independent judgment, and (iii) will be able to provide an impartial and external opinion to protect the interests of our Shareholders as a whole. For details of the independent non-executive Directors, see “Directors, Supervisors and Senior Management”; (f) 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 (g) we have appointed Somerley Capital Limited as our Compliance Advisor to provide advice and guidance to us in respect of compliance with the Listing Rules, including various requirements relating to corporate governance. Based on the above, our Directors are satisfied that sufficient corporate governance measures have been put in place to manage conflicts of interest between our Company and our Controlling Shareholders, and to protect minority Shareholders’ interests after the Listing. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS – 355 – --- page 366 --- So far as our Directors are aware, immediately following the completion of the Global Offering and without taking into account any H Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option and assuming no changes are made to our issued share capital and number of repurchased A Shares held in our Company’s stock repurchase account between the Latest Practicable Date and the Listing, the following persons will have an interest and/or short position in the Shares or the underlying Shares which would fall to be disclosed to us and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who are, directly or indirectly interested in 10% or more of the nominal value of any class of our share capital carrying rights to vote in all circumstances at general meetings of our Company: Shareholder Nature of Interest Number and Description of Shares (1) Approximate Percentage of Shareholding in the A Shares shortly after the Global Offering Approximate Percentage of Shareholding in the Total Issued Share Capital of our Company immediately after the Global Offering (%) (%) Mr. Wang (2)(3) /H1118/H1118/H1118/H1118Beneficial owner 35,436,959 A Shares 2.54 2.29 Interest of controlled corporation 533,333,116 A Shares 38.21 35.86 Joyson Group (2) /H1118/H1118/H1118Beneficial owner 520,669,101 A Shares 37.31 33.57 Ms. DU Y uanchun (݆2) /H1118/H1118/H1118/H1118/H1118 Interest of controlled corporation 520,669,101 A Shares 37.31 33.57 Notes: (1) All interests are long positions. (2) As of the Latest Practicable Date, Joyson Group was owned as to 57.50% by Mr. Wang and 42.50% by Ms. DU Y uanchun. Therefore, each of Mr. Wang and Ms. DU Y uanchun is deemed to be interested in the entire Shares held by Joyson Group under the SFO. (3) As of the Latest Practicable Date, there were 12,664,015 A Shares repurchased and held in our Company’s stock repurchase account. Mr. Wang, directly and indirectly through Joyson Group, controls more than one-third of the voting power at the general meetings of our Company and would be taken to have an interest in such repurchased A Shares held by our Company. SUBSTANTIAL SHAREHOLDERS – 356 – --- page 367 --- For those who are directly and/or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any other member of our Group, see “Appendix VI — Statutory and General Information — Further Information about Our Directors, Supervisors and Senior Management — Substantial Shareholders”. Save as disclosed herein, our Directors are not aware of any other person who will, immediately following the Global Offering (and the offering of any additional H Shares pursuant to the Offer Size Adjustment Option and the Over-allotment Option), have an interest or short position in Shares or underlying Shares of our Company, which would be required to be disclosed to our Company and the Stock Exchange 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 nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of the Company. SUBSTANTIAL SHAREHOLDERS – 357 – --- page 368 --- 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 500 H Shares) that may be purchased for an aggregate amount of approximately US$107.1 million (or approximately HK$831.99 million, calculated based on an exchange rate of US$1.00 to HK$7.7683) (assuming an indicative Offer Price of HK$23.60 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 indicative Offer Price of HK$23.60 per Offer Share, being the maximum Offer Price, the total number of Offer Shares to be subscribed for by the Cornerstone Investors would be 35,252,000. 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 %o ft h e total issued share capital Approximate %o ft h e Offer Shares Approximate %o ft h e total issued share capital Approximate %o ft h e Offer Shares Approximate %o ft h e total issued share capital Approximate %o ft h e Offer Shares Approximate %o ft h e total issued share capital 22.73% 2.27% 19.76% 2.24% 19.76% 2.24% 17.19% 2.20% 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, 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. CORNERSTONE INVESTORS – 358 – --- page 369 --- 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 Investors who will subscribe for our Offer Shares through qualified domestic institutional investor (“ QDII ”), the QDIIs) 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 Investors who will subscribe for our Offer Shares through QDII, the QDIIs) 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 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 our Company, each of the Cornerstone Investors (and, for Cornerstone Investors who will subscribe for our Offer Shares through a QDII, each of such QDIIs) 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 – 359 – --- page 370 --- 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 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 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 Investors who will subscribe for our Offer Shares through QDII, the QDIIs) 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 relevant requirements under the Listing Rule as well as the discretion of the Overall Coordinators (for themselves and on behalf of the International Underwriters) to exercise the Over-allotment Option. 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 November 5, 2025. CORNERSTONE INVESTORS – 360 – --- page 371 --- THE CORNERSTONE INVESTORS The table below sets forth details of the Cornerstone Placing: Assuming an indicative Offer Price of HK$23.60 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 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 (USD in millions) JSC /H1118/H1118/H1118/H1118/H1118/H1118/H111842.1 13,857,500 8.93% 0.89% 7.77% 0.88% 7.77% 0.88% 6.76% 0.87% Ningbo Xinzhi /H1118/H1118 20 6,583,000 4.24% 0.42% 3.69% 0.42% 3.69% 0.42% 3.21% 0.41% Jump Trading /H1118/H1118 10 3,291,500 2.12% 0.21% 1.85% 0.21% 1.85% 0.21% 1.60% 0.21% Eastern Bell Capital VIII /H1118/H1118 10 3,291,500 2.12% 0.21% 1.85% 0.21% 1.85% 0.21% 1.60% 0.21% PSBC Wealth /H1118/H1118 10 3,291,500 2.12% 0.21% 1.85% 0.21% 1.85% 0.21% 1.60% 0.21% V andi/H1118/H1118/H1118/H1118/H1118/H1118/H111810 3,291,500 2.12% 0.21% 1.85% 0.21% 1.85% 0.21% 1.60% 0.21% Fidelidade /H1118/H1118/H1118/H11185 1,645,500 1.06% 0.11% 0.92% 0.10% 0.92% 0.10% 0.80% 0.10% Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118107.1 35,252,000 22.73% 2.27% 19.76% 2.24% 19.76% 2.24% 17.19% 2.20% 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 500 Offer Shares. Calculated based on the exchange rate set out in the section headed “Information about this Prospectus and the Global Offering — Currency Translations”. CORNERSTONE INVESTORS – 361 – --- page 372 --- The information about our Cornerstone Investors set forth below has been provided by the Cornerstone Investors in connection with the Cornerstone Placing. JSC Jun Sheng SP (“ JSC”), a segregated portfolio of JSC International Investment Fund SPC, is registered as a segregated portfolio company in the Cayman Islands and it is wholly owned by JSC Jun Sheng (Beijing) Equity Investment Fund (ѩ௷(̏ԯ)ΥྫΆุ (Υྫ)) (“ Jing Quan Jun Sheng ”). Hainan Zhao Shang Tong Fu Equity Investment Fund (ΥྫΆุ(Υྫ)) (“ Zhao Shang Tong Fu ”) is the largest limited partner of Jing Quan Jun Sheng holding 32.4% partnership interest therein, and none of the other limited partners holds more than 30% partnership interest in Jing Quan Jun Sheng. Zhao Shang Tong Fu is owned as to 30% by Hainan Free Trade Port Construction Investment Fund Co., Ltd (ʮ̡)( “ Hainan Free Trade Port Fund ”), which is indirectly wholly owned by Hainan Provincial Department of Finance (݁ ᝂ). Jade Spring Shancheng Management Consulting (Beijing) Co., Ltd. (ഛ༐၍ଣፔ༔(̏ ԯ)ʮ̡) is the general partner of Jing Quan Jun Sheng, which is ultimately controlled by Beijing Financial Holdings Group Limited (ʮ̡)( “ Beijing Financial Holdings ”). Beijing Financial Holdings is indirectly wholly owned by State-owned Assets Supervision and Administration Commission of Beijing Municipal People’s Government ( ̏ԯ ึ). Ningbo Xinzhi Ningbo Xinzhi Industrial Investment Co., Ltd. (ʮ̡,“ Ningbo Xinzhi ”) was established in March 2024 in the Ningbo National Hi-Tech Zone, Zhejiang Province, which is ultimately controlled and wholly owned by Ningbo Gaoxin Technology Industry Development District Management Committee (Ningbo Y ongjiang Science and Technology Innovation Zone Management Committee) (ึ (ึ)). Ningbo Xinzhi’s major business activity is conducting investment activities using its own capital, with a primary focus on investment opportunities in industries related to new quality productive forces. Ningbo Xinzhi will subscribe for our Offer Shares through QDII. Jump Trading Jump Trading Pacific Pte. Ltd. (“ Jump Trading ”) is part of Jump Trading Group. Founded in 1999, Jump Trading Group is one of the largest global financial trading groups. Jump Trading Group is headquartered in Chicago and has offices in Chicago, New Y ork, London, Hong Kong, Shanghai, Singapore, India, Amsterdam in addition to other major financial centers. As part of its investment activities, Jump Trading Group, Capital Markets Investment Team engages and invests in high-quality companies through equity raisings, and relies on the firm’s best-in-class execution and strong corporate governance to make strategic investments. The Capital Markets Investments team is based in Hong Kong and consists of CORNERSTONE INVESTORS – 362 – --- page 373 --- seasoned investment professionals with strong focus and understanding of company fundamentals. The team focuses and invests extensively across the Asia Pacific region. No ultimate beneficial owner of any limited partner or general partner holds 30% or more interests in Jump Trading. Eastern Bell Capital VIII Eastern Bell Capital VIII Investment Limited (“ Eastern Bell Capital VIII ”) is a company incorporated in Hong Kong whose registered office is at Unit 417, 4/F, LIPPO CTR Tower Two, No 89, Queensway Admiralty, Hong Kong. Eastern Bell Capital VIII is a wholly owned subsidiary of Eastern Bell Capital Fund II, L.P ., a limited partnership formed under the laws of the Cayman Islands (“ Eastern Bell Capital Fund II ”). The general partner of Eastern Bell Capital Fund II is Eastern Bell Capital II Limited (“ Eastern Bell Capital II ”). Eastern Bell Capital II is a leading investor focusing on early and growth stage investments. Save for Y an Li, who is an Independent Third Party holding over 30% therein, no other individual shareholder holds 30% or more interest in Eastern Bell Capital II. There is no individual limited partner investor who holds an economic interest or limited partnership interest of 30% or more in Eastern Bell Capital Fund II. PSBC Wealth PSBC Wealth Management Co., Ltd. (ப΂ʮ̡)( “ PSBC Wealth ”) was established on December 18, 2019, with a registered capital of RMB8.0 billion, in which Postal Savings Bank of China Co., Ltd. (ʮ̡), a company listed on the Main Board of the Stock Exchange (stock code: 1658), holds a 100% stake and is ultimately controlled by China Post Group Corporation Limited (ʮ̡). Its business scope is public issuance of wealth management products to the general public, investment and management of entrusted assets for investors; non-public issuance of wealth management products to eligible investors, investment and management of entrusted assets for investors; financial advisory and consulting services, etc. PSBC Wealth remained firmly committed to balanced development of scale, quality and profitability, aimed at fostering core competitiveness, deepened investment analysis, marketing, internal control, operational reforms and digital transformation, and continued to improve the rule-based, specialized and market-oriented development of wealth management business. The Offer Shares to be allocated to PSBC Wealth will be held through GF Securities Asset Management (Guangdong) Co., Ltd. ( ᄿ೯൛Վ༟ପ၍ଣ(؇)ʮ̡)( “ GF Securities AM”), an asset manager that is a QDII as approved by the relevant PRC authority, on a discretionary basis on behalf of PSBC Wealth. GF Securities AM is a direct wholly-owned subsidiary of GF Securities Co., Ltd. (stock code: 1776) (“ GF Securities ”). GF Securities (Hong Kong) Brokerage Limited (“ GF Securities HK ”), one of the Overall Coordinators, Capital Market Intermediaries, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers, is an indirect wholly-owned subsidiary of GF Securities. Therefore, GF Securities AM and GF Securities HK are members CORNERSTONE INVESTORS – 363 – --- page 374 --- of the same group of companies. Accordingly, GF Securities AM is considered as a “connected client” of GF Securities HK pursuant to paragraph 1B of the Placing Guidelines. We have applied to the Stock Exchange for, the Stock Exchange has granted us, its consent under paragraph 1C(1) of the Appendix F1 to the Listing Rules to permit PSBC Wealth through GF Securities AM, its QDII, to participate in the Global Offering as cornerstone investors subject to certain conditions. For details, see “Waivers and Exemption” in this prospectus. Vandi V andi Investments Limited (“ Vandi”) is a limited liability business company incorporated in the British Virgin Islands. It is an investment holding company indirectly wholly-owned by CCB International (Holdings) Limited (ვ਷ყ(ٰ)ʮ̡), which is in turn an indirect wholly-owned subsidiary of China Construction Bank Corporation (ʮ ̡). China Construction Bank Corporation is a joint stock company incorporated in the PRC with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (stock code: 00939) and Shanghai Stock Exchange (stock code: 601939). Each of V andi Investments Limited and its ultimate beneficial owner, China Construction Bank Corporation is an Independent Third Party. Fidelidade Fidelidade – Companhia de Seguros, S.A. (“ Fidelidade ”) is the leading insurance group in Portugal, with a distinguished history dating back to 1835. As a cornerstone of the Portuguese financial sector, Fidelidade holds a dominant market position in both the life and non-life insurance segments. Fidelidade is a subsidiary of Fosun International Limited (“ Fosun ”), a company listed on the Main Board of the Stock Exchange (stock code: 00656) and a leading global investment group with extensive experience and a diversified portfolio across the globe. Under Fosun’s ownership, Fidelidade has strengthened its financial capacity and strategic reach. Fidelidade boasts a robust and stable financial profile, supported by a vast portfolio of long-term policyholders and investments. Fidelidade possesses deep expertise in managing substantial proprietary investments to generate long-term, stable returns for its stakeholders. Fidelidade’s participation as a Cornerstone Investor in the Global Offering is based on a proprietary investment basis. CORNERSTONE INVESTORS – 364 – --- page 375 --- CLOSING CONDITIONS The obligation of each Cornerstone Investor or each 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; (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 – 365 – --- page 376 --- OUR SHARE CAPITAL This section presents certain information regarding our share capital before and upon completion of the Global Offering. Immediately before the Global Offering As of the Latest Practicable Date, the total share capital of our Company was RMB1,395,670,563, comprising 1,395,670,563 A Shares of nominal value RMB1.00 each. Upon the Completion of the Global Offering Immediately following completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised and no changes are made to our issued share capital between the Latest Practicable Date and the Listing), the share capital of our Company will be as follows: Description of Shares Number of Shares Approximate percentage of total share capital (%) A Shares in issue Note /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,395,670,563 90.00 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/H1118155,100,000 10.00 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/H11181,550,770,563 100.00 Immediately following completion of the Global Offering (assuming the Offer Size Adjustment Option is fully exercised but the Over-allotment Option is not exercised and no changes are made to our issued share capital between the Latest Practicable Date and the Listing), the share capital of our Company will be as follows: Description of Shares Number of Shares Approximate percentage of total share capital (%) A Shares in issue Note /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,395,670,563 88.67 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/H1118178,365,000 11.33 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/H11181,574,035,563 100.00 Note: Including 12,664,015 A Shares repurchased and held in our Company’s stock repurchase account as treasury shares as of the Latest Practicable Date. SHARE CAPITAL – 366 – --- page 377 --- Immediately following completion of the Global Offering (assuming the Over-allotment Option is fully exercised but the Offer Size Adjustment Option is not exercised and no changes are made to our issued share capital between the Latest Practicable Date and the Listing), the share capital of our Company will be as follows: Description of Shares Number of Shares Approximate percentage of total share capital (%) A Shares in issue Note /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,395,670,563 88.67 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/H1118178,365,000 11.33 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/H11181,574,035,563 100.00 Immediately following completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are fully exercised and no changes are made to our issued share capital between the Latest Practicable Date and the Listing), the share capital of our Company will be as follows: Description of Shares Number of Shares Approximate percentage of total share capital (%) A Shares in issue Note /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,395,670,563 87.19 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/H1118205,119,500 12.81 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/H11181,600,700,063 100.00 Note: Including 12,664,015 A Shares repurchased and held in our Company’s stock repurchase account as treasury shares as of the Latest Practicable Date. SHARE CAPITAL – 367 – --- page 378 --- 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. Shanghai-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 Shanghai-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. 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. TRANSFER OF OUR A SHARES FOR LISTING AND TRADING ON THE STOCK EXCHANGE AS H SHARES A Shares and H Shares are generally neither interchangeable nor fungible, and the market prices of our A Shares and H Shares may be different after the Global Offering. In accordance with the Guidelines on Application for “Full Circulation” of Domestic Unlisted Shares of H-share Companies ( H΅͡ሗ“ஷ”ˏ‘) (“Full Circulation Guidelines ”) published and implemented by the CSRC on November 14, 2019, domestic unlisted shares of H-share companies (including domestic unlisted shares held by domestic shareholders prior to the overseas listing, domestic unlisted shares further issued in the PRC after the overseas listing and unlisted shares held by foreign shareholders) could be listed and traded on the Hong Kong Stock Exchange after application to and approval from the CSRC. The Full Circulation Guidelines are only applicable to domestic companies listed on the Hong Kong Stock Exchange only and not applicable to companies dual listed in the PRC and on the Hong Kong Stock Exchange. Up to the Latest Practicable Date, there were no relevant rules or guidelines from the CSRC providing that A shares holders may convert A shares held by them into H shares for listing and trading on the Hong Kong Stock Exchange. SHARE CAPITAL – 368 – --- page 379 --- 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 listing of H Shares on the Hong Kong Stock Exchange. We have obtained such approval at the general meeting of our Company held on December 23, 2024 upon, among other things, the following major terms: (1) Size of the offer The proposed number of H Shares to be offered initially shall not exceed approximately 15% of the total issued number of shares as enlarged by the H Shares to be issued pursuant to the Global Offering (before exercise of the Over-allotment Option). The number of H Shares to be issued pursuant to the exercise of the Over-allotment Option shall not exceed 15% of the total number of H Shares to be offered initially pursuant to the Global Offering. (2) Method of offering The method of offering shall be by way of public offer for subscription in Hong Kong and an international offering to institutional and professional investors. (3) 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 and other domestic eligible investors entitled to invest in securities abroad pursuant to relevant PRC laws and regulations in the International Offering. (4) 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, the acceptance of investors and issuance risks and in accordance with international practices through the demands for orders and book building process, subject to the domestic and overseas capital market conditions and by reference to the valuation level of comparable companies in domestic and overseas markets. (5) Validity 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 general meeting was held on December 23, 2024. If we obtain the approval for the Global Offering from relevant regulatory authorities within the validity period, the validity period shall be automatically extended to the completion date of the Global Offering. There is no other approved offering plan for our Shares except the Global Offering. SHARE CAPITAL – 369 – --- page 380 --- CIRCUMSTANCES UNDER WHICH GENERAL MEETINGS ARE REQUIRED Pursuant to the PRC Company Law and the terms of the Articles of Association, our Company may from time to time by special resolution of shareholders, among others, increase its capital or decrease its capital or repurchase of shares. See “Appendix V — Summary of the Articles of Association” in this prospectus for details. SHARE CAPITAL – 370 – --- page 381 --- You should read the following discussion and analysis in conjunction with historical financial information, including the notes thereto set out in “Appendix I — Accountants’ Report” to this prospectus and the selected historical financial information presented elsewhere in this prospectus. Our historical financial information were prepared in accordance with IFRS. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties. These statements are based on assumptions and analysis that we make considering our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However , our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ significantly from those projected in the forward-looking statements include, but are not limited to, those discussed in “Risk Factors,” “Forward-Looking Statements” and elsewhere in this prospectus. OVERVIEW We are an intelligent automotive technology solution provider, offering advanced products and solutions across the automotive industry’s key areas mainly including automotive electronics and automotive safety. With a business focus on R&D, manufacturing and sales of automotive parts, we ranked 41st in the global automotive parts industry in 2024, and were the second largest passive automotive safety products provider in both China and the world in terms of revenue, according to Frost & Sullivan. Leveraging on our platform-based and modularized technology system and global R&D, production and sales network, we are dedicated to advancing the intelligence and electrification transformation of the global automotive industry. We have built a highly global platform and achieved a synchronous R&D, production, supply chain and sales support with OEMs. As of April 30, 2025, we had over 25 R&D centers and over 60 production bases around the world, covering major automotive markets including Asia, Europe and North America. Our revenue from overseas customers contributed to 74.9% of our total revenue in the four months ended April 30, 2025. In addition, we were ranked first in the Top 100 Chinese Multinational Corporations and Multinational Index ( ʕ਷༨਷ʮ̡100ᅰ) for four consecutive years from 2021 to 2024, demonstrating the scale of our operations. FINANCIAL INFORMATION – 371 – --- page 382 --- We believe our long-term investment in global platforms and intelligent automotive technologies lays a crucial foundation for us to adapt to the trends of intelligence and electrification with our industry partners. We have a strong customer base worldwide. The predecessors of some of our subsidiaries have maintained business relationships with certain customers for over a century. As of April 30, 2025, we had more than 100 automotive brands as customers worldwide, including the top ten OEMs in both China and the world. Leveraging our technological capabilities and cross-domain solutions in automotive electronics and automotive safety and our global customer network, we empower domestic and overseas OEM customers to create a smarter, safer and greener mobility experience. Through organic development and strategic acquisitions, we have evolved from a company merely offering certain individual auto parts in China to a provider of intelligent automotive technology solutions to domestic and overseas customers, with cross-domain products and strong technological capabilities. We achieved steady growth overall during the Track Record Period. Our revenue increased by RMB5,935.1 million, or 11.9%, from RMB49,793.4 million in 2022 to RMB55,728.5 million in 2023 and further increased by RMB135.1 million, or 0.2%, to RMB55,863.6 million in 2024. Our revenue increased by RMB1,718.3 million, or 9.6%, from RMB17,989.0 million in the four months ended April 30, 2024 to RMB19,707.3 million in the four months ended April 30, 2025. Our gross profit increased from RMB5,542.0 million in 2022 to RMB8,056.9 million in 2023, and further increased to RMB9,063.7 million in 2024. Our gross profit increased from RMB2,796.7 million in the four months ended April 30, 2024 to RMB3,513.7 million in the four months ended April 30, 2025. Our gross profit margin increased from 11.1% in 2022 to 14.5% in 2023 and further increased to 16.2% in 2024. Our gross profit margin increased from 15.5% in the four months ended April 30, 2024 to 17.8% in the four months ended April 30, 2025. BASIS OF PRESENTATION Our historical financial information has been prepared in accordance with all applicable IFRS Accounting Standards issued by the International Accounting Standard Board (“ IASB ”). The historical financial information has been prepared on a historical cost basis except that the financial assets measured at FVPL, the financial assets measured at FVOCI, derivative financial instruments, assets held for sale and liabilities directly associated with the assets held for sale are stated at the lower of their carrying amount and fair value as explained in notes 2(f) and 2(m) to the Accountants’ Report in Appendix I to this prospectus. The preparation of historical financial information in conformity with IFRS Accounting Standards requires our management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Judgments made by our management in the application of IFRS Accounting Standards that have significant effect on the historical financial information and major sources of estimation uncertainty are discussed in note 3 to the Accountants’ Report in Appendix I to this prospectus. FINANCIAL INFORMATION – 372 – --- page 383 --- MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS Our business and operating results are affected by general factors affecting overall performance of the automotive industry, which include:  macroeconomic conditions of our target markets;  relevant laws and regulations, government policies and initiatives affecting the development of the automotive industry; and  technology development of intelligent driving and automated driving in recent years, which contributed to the growing demand for automotive electronics and safety products. Unfavorable changes in any of these general industry conditions could materially and adversely affect demand for our products and services and/or the manner in which we offer our products and services, and materially and adversely affect our results of operations. In addition to the general factors, we believe the following company-specific factors also have a significant impact on our results of operations. Ability to Maintain and Engage Customers and Seize Market Opportunities Our business growth is driven by our ability to expand our customer base and maintain our relationships with existing customers. We serve high-quality OEM customers globally, including the top ten OEMs in both China and the world. Leveraging our extensive experience in geographically extensive operations, we optimize resource allocation efficiently across various regions worldwide, enabling us to provide OEM customers with superior R&D, supply chain and production solutions on a global scale, while also ensuring rapid and effective local response. Our future growth will depend on our abilities to identify and capitalize on major market opportunities, including the increasing penetration of NEVs, the rising market share of Chinese domestic brands, and the international expansion of Chinese OEMs. By leveraging our competitive advantages in localization and our network of synergistic factories, we have successfully strengthened our presence in the Chinese market, with particular focus on leading domestic brands and NEV manufacturers. Our continued R&D investment and deep involvement in automotive electronics has also enabled us to substantially expand our product portfolio and secure orders. Notably, in 2023, we secured new design wins valued at over RMB13.0 billion for the full life cycle of 800V high-voltage platform projects. (1) Note: (1) The value of design wins is calculated based on a series of assumptions at the early stage of a project and is subject to various factors including the actual market demand for the mass-produced vehicle models and solution prices, among others. FINANCIAL INFORMATION – 373 – --- page 384 --- As a Chinese intelligent automotive technology solution provider with established operations, we are uniquely positioned to support the international expansion of Chinese OEMs. Our established manufacturing facilities and R&D centers across major automotive markets enables us to efficiently meet customer demands and provide rapid support. Leveraging our technological advantages and comprehensive understanding of both local and global markets, combined with our strong domestic relationships, we expect to continuously secure overseas project orders from Chinese brands. R&D Capabilities and Efficiency Our R&D capabilities in developing and enhancing new technologies, products and solutions are fundamental to our business operations and financial performance. We maintain substantial R&D investments in key areas of automotive electronics including intelligent cockpits, intelligent driving solutions, smart connectivity solutions, and high-voltage fast charging for NEVs, as well as automotive safety. Our R&D expenditure (including additions in capitalised R&D expenditure and research and development costs) amounted to RMB3,033.9 million, RMB3,648.0 million, RMB3,685.7 million, RMB1,348.6 million and RMB1,574.2 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively. We are committed to long-term investment in R&D activities and our historical R&D investment continue to translate into commercial success, allowing us to benefit from economies of scale in R&D activities. We develop, design and produce in-house the hardware for our core products such as battery management systems and domain controllers from the ground up, while developing the corresponding core software in the meantime. By adopting a platform-based and modular R&D strategy, we place importance on the cost efficiencies throughout the entire project lifecycle from the R&D stage. The underlying technology platform of our products is highly adaptable and can be extensively reused across various OEMs’ vehicle platforms, significantly reducing R&D costs, shortening development cycles and enabling us to swiftly align with customer iteration demand. Our global R&D team shares a unified advanced development toolchain, enabling collaboration among specialists across different regions. This efficient R&D collaboration across geographies not only allows us to address customer demands locally but also enables us to capitalize on the cost efficiency of local resources in China. Our global R&D network, spanning China, Europe, North America, Japan and Southeast Asia, enables us to synchronize R&D and production with global OEMs. This extensive network, combined with our comprehensive supply chain management capabilities, enables us to optimize resource allocation across regions and develop products and solutions on a global scale. Our consistent R&D efforts have enabled us to achieve competitive positions in automotive electrification and intelligent technology innovation and become one of the first companies in the industry to achieve mass production of technologies such as the 800V high-voltage platform and 5G-V2X intelligent network connection. Furthermore, we are committed to driving innovation in automotive safety solutions by actively participating in industry standard-setting and developing new safety products tailored for the era of intelligent driving. We strategically focus on the R&D of technologies such as automotive intelligence FINANCIAL INFORMATION – 374 – --- page 385 --- where we believe significant commercial potential is to come in the recent years. Technological leadership strengthens our market position and drives our financial performance by addressing OEM customers’ evolving demands for highly integrated solutions in a rapidly transforming industry. Ability to Maintain and Improve Cost and Operating Efficiency Our financial performance depends on our ability to implement global cost optimization strategies to adapt to the competitive landscape and supply chain complexities of the automotive parts industry. Leveraging our efficient and collaborative global platform, we have adopted a number of strategic initiatives to enhance our cost competitiveness and operational efficiency:  Supply chain management : We are committed to improving our global supply chain capabilities through our comprehensive global supplier network supported by an integrated procurement system. We source raw materials globally, primarily from markets where our customers are located, to optimize procurement and logistics costs. Our procurement personnel in different countries and regions develop local procurement strategies for most materials and components, while maintaining unified procurement strategies for key components like chipsets. For core raw materials, we maintain strategic relationships with multiple suppliers to ensure consistent quality and supply stability while leveraging mass procurement to achieve economies of scale; and  Production : Our ability to optimize production efficiency globally is fundamental to our financial performance. We continuously enhance cost efficiency through strategic initiatives including: (i) optimizing global capacity allocation by relocating certain production to cost-effective regions and improving capacity utilization rates in Europe and the Americas through platform-based production planning; (ii) implementing lean manufacturing and automated production processes; (iii) standardizing components and management processes across global production facilities; and (iv) leveraging management talent and intelligent manufacturing expertise in China to enhance the operational efficiency of our overseas factories. Integration of Acquired Businesses We have pursued an internationalization strategy through several key acquisitions, including Key Safety Systems in 2016, a global leader in automotive safety systems solutions, and the core businesses of Takata in 2018, one of the world’s largest airbag suppliers, along with earlier acquisitions of Preh GmbH in 2012 and the automobile information segment of TechniSat Digital GmbH in 2016. The successful integration of acquired businesses into our existing business framework is crucial to our business development and the implementation of our strategies. In addition, we may from time to time implement strategic restructuring initiatives to maintain market competitiveness, optimize internal group resources and enhance operational efficiency. The financial impact of these integrations is reflected in restructuring FINANCIAL INFORMATION – 375 – --- page 386 --- costs under our administrative expenses, amounting to RMB233.1 million, RMB239.7 million, RMB621.4 million, RMB32.2 million and RMB76.5 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively. In addition, we recognized goodwill arising from the acquisition of the automobile information segment of TechniSat Digital GmbH (subsequently named as Preh Car Connect GmbH), the mergers of KSS Holdings and the acquisition of the business of the liquidated Takata Corporation (other than its phase stabilized ammonium nitrate business) through KSS Holdings, and recorded goodwill of RMB5,421.1 million, RMB5,547.0 million, RMB7,216.3 million and RMB7,301.5 million as of December 31, 2022 and 2023 and 2024 and as of April 30, 2025, respectively. Acquisitions may involve significant risks and uncertainties. See “Risk Factors — Risks Relating to Our Business and Industry — Expansion and acquisitions of or investments in our businesses, products, technologies, production capacity or know-how could subject us to risks and uncertainties.” Fluctuations in Exchange Rates Our sales, operating costs, other expenses, and borrowings and loans are currently denominated primarily in Renminbi, U.S. dollars and Euros, while our financial statements are reported in Renminbi. As a result, fluctuations in exchange rates, particularly those of U.S. dollars, and Euros against Renminbi, could affect our profitability and financial performance, and also result in foreign currency exchange gains or losses in our foreign currency- denominated assets and liabilities. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, we recognized net exchange gains of RMB381.9 million, RMB179.6 million, RMB216.8 million, RMB99.6 million and a net exchange loss of RMB22.1 million, respectively. As a company with domestic and overseas operations, our future results of operations will continue to be affected by fluctuation in exchange rates. We regularly monitor the scale of our foreign currency transactions and balances of our foreign currency- denominated assets and liabilities and may engage in foreign exchange hedging transactions to minimize our exposure to exchange rate risk. MATERIAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES Revenue Recognition Income is classified by us as revenue when it arises from the sale of goods or the provision of services. Revenue is recognized when control over a product or service is transferred to the customer, at the amount of promised consideration to which our Group is expected to be entitled, excluding those amounts collected on behalf of third parties. Revenue excludes value added tax or other sales taxes and is after deduction of any trade discounts. FINANCIAL INFORMATION – 376 – --- page 387 --- Sales of Products Sale of Automotive Components Revenue is recognized when we transfer the control over automotive components to customers (i.e. goods accepted by customers) or satisfies the performance obligation in the contract. Sale of weighing apparatus Revenue is recognized when we transfer the control over weighing apparatus to customers (i.e. goods accepted by customers or confirms the completion of the transaction)/satisfies the performance obligation in the contract. Rendering of Research and Development Services Sale of R&D means the right of us to collect consideration for contractual and independently identifiable performance obligations relating to R&D services. Revenue is recognized when the customer passes the acceptance and the development results are submitted. Sale of Tooling Before the mass production, we sometimes carry out tooling development activities for customers. Revenue of tooling is recognized when we transfer the control over tooling to customers, obtains the verification report and the consent of mass production of relevant products from customers or satisfies the performance obligation in the contract. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses (see note 2(n) to the Accountants’ Report in Appendix I to this prospectus). The cost of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to working condition and location for its intended use. Subsequent expenditure relating to an item of property, plant and equipment that has already been recognized is added to the carrying amount of the asset when it is probable that the future economic benefits, in excess of the original assessed standard of performance of the existing asset, will flow to our Group. All other subsequent expenditure is recognized as an expense in profit or loss in the period in which it is incurred. Construction in progress represents buildings and various machinery, plant and equipment under construction and pending installation, and is stated at cost less impairment losses (see note 2(n) to the Accountants’ Report in Appendix I to this prospectus). Cost comprises direct costs of construction as well as interest charges during the periods of construction. FINANCIAL INFORMATION – 377 – --- page 388 --- Construction in progress is transferred to property, plant and equipment when the asset is substantially ready for its intended use. No depreciation is provided in respect of construction in progress. Items may be produced while bringing an item of property, plant and equipment to the location and condition necessary for it to be capable of operating in the manner intended by management. The proceeds from selling any such items and the related costs are recognized in profit or loss. Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of retirement or disposal. Any related revaluation surplus is transferred from the revaluation reserve to retained profits and is not reclassified to profit or loss. Depreciation is calculated to write off the cost of items of property (self-owned land excluded), plant and equipment, less their estimated residual value, if any, using the straight-line method over their estimated useful lives as follows: Self-owned 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118not depreciated Buildings and building improvement: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 to 50 years Machinery and equipment: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 to 15 years Motor vehicles: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 to 20 years Other equipment: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 to 5 years Leasehold improvements: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 Where parts of an item of property, plant and equipment have different useful lives, the cost of the item is allocated on a reasonable basis between the parts and each part is depreciated separately. Both the useful life of an asset and its residual value, if any, are reviewed annually. Goodwill Goodwill represents the excess of (i) the aggregate of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of our Group’s previously held equity interest in the acquiree; over (ii) the net fair value of the acquiree’s identifiable assets and liabilities measured as at the acquisition date. FINANCIAL INFORMATION – 378 – --- page 389 --- When (ii) is greater than (i), then this excess is recognized immediately in profit or loss as a gain on a bargain purchase. Goodwill is stated at cost less accumulated impairment losses. Goodwill arising on a business combination is allocated to each cash-generating unit, or groups of cash generating units, which is expected to benefit from the synergies of the combination and is tested annually for impairment (see note 2(n) to the Accountants’ Report in Appendix I to this prospectus). On disposal of a cash generating unit during the year, any attributable amount of purchased goodwill is included in the calculation of the profit or loss on disposal. Intangible Assets (Other than Goodwill) Expenditure on research activities is recognized as an expense in the period in which it is incurred. Expenditure on development activities is capitalized if the product or process is technically and commercially feasible and we have sufficient resources and the intention to complete development. The expenditure capitalized includes the costs of materials, direct labor, and an appropriate proportion of overheads and borrowing costs, where applicable (see note 2(z) to the Accountants’ Report in Appendix I to this prospectus). Capitalized development costs are stated at cost less accumulated amortization and impairment losses (see note 2(n) to the Accountants’ Report in Appendix I to this prospectus). Other development expenditure is recognized as an expense in the period in which it is incurred. Other intangible assets that are acquired by us are stated at cost less accumulated amortization (where the estimated useful life is finite) and impairment losses (see note 2(n) to the Accountants’ Report in Appendix I to this prospectus). Expenditure on internally generated goodwill and brands is recognized as an expense in the period in which it is incurred. Inventories Inventories are assets which are held for sale in the ordinary course of business, in the process of production for such sale or in the form of materials or supplies to be consumed in the production process or in the rendering of services. Inventories are carried at the lower of cost and net realizable value as follows: Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. When inventories are sold, the carrying amount of those inventories is recognized as an expense in the period in which the related revenue is recognized. FINANCIAL INFORMATION – 379 – --- page 390 --- The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognized as a reduction in the amount of inventories recognized as an expense in the period in which the reversal occurs. A right to recover returned goods is recognized for the right to recover products from customers sold with a right of return. It is measured in accordance with the policy set out in note 2(x)(i) to the Accountants’ Report in Appendix I to this prospectus. Contract Costs Contract costs are either the incremental costs of obtaining a contract with a customer or the costs to fulfill a contract with a customer which are not capitalized as inventory (see note 2(o)(i) to the Accountants’ Report in Appendix I to this prospectus), property, plant and equipment (see note 2(i) to the Accountants’ Report in Appendix I to this prospectus) or intangible assets (see note 2(j) to the Accountants’ Report in Appendix I to this prospectus). Incremental costs of obtaining a contract are those costs that our Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained e.g. an incremental sales commission. Incremental costs of obtaining a contract are capitalized when incurred if the costs relate to revenue which will be recognized in a future reporting period and the costs are expected to be recovered. Other costs of obtaining a contract are expensed when incurred. Costs to fulfill a contract are capitalized if the costs relate directly to an existing contract or to a specifically identifiable anticipated contract; generate or enhance resources that will be used to provide goods or services in the future; and are expected to be recovered. Costs that relate directly to an existing contract or to a specifically identifiable anticipated contract may include direct labor, direct materials, allocations of costs, costs that are explicitly chargeable to the customer and other costs that are incurred only because our Group entered into the contract (for example, payments to sub-contractors). Other costs of fulfilling a contract, which are not capitalized as inventory, property, plant and equipment or intangible assets, are expensed as incurred. Capitalized contract costs are stated at cost less accumulated amortization and impairment losses. Impairment losses are recognized to the extent that the carrying amount of the contract cost asset exceeds the net of (i) remaining amount of consideration that our Group expects to receive in exchange for the goods or services to which the asset relates, less (ii) any costs that relate directly to providing those goods or services that have not yet been recognized as expenses. Amortization of capitalized contract costs is charged to profit or loss when the revenue to which the asset relates is recognized. The accounting policy for revenue recognition is set out in note 2(x) to the Accountants’ Report in Appendix I to this prospectus. FINANCIAL INFORMATION – 380 – --- page 391 --- Trade and Other Receivables Trade receivables that do not contain a significant financing component are initially measured at their transaction price. Trade receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortized cost, using the effective interest method and including allowance for credit losses (see note 2(n)(i) to the Accountants’ Report in Appendix I to this prospectus). Trade and Other Payables Trade and other payables are initially recognized at fair value. Subsequent to initial recognition, trade and other parables are stated at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at invoice amounts. Translation of Foreign Currencies Foreign currency transactions during the year are translated at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the end of the reporting period. Exchange gains and losses are recognized in profit or loss, except those arising from foreign currency borrowings used to hedge a net investment in a foreign operation, which are recognized in other comprehensive income. See note 2(h)(ii) to the Accountants’ Report in Appendix I to this prospectus. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the foreign exchange rates ruling at the transaction dates. The transaction date is the date on which the Company initially recognizes such non-monetary assets or liabilities. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated using the foreign exchange rates ruling at the dates the fair value was measured. The results of foreign operations are translated into the reporting currency at the exchange rates approximating the foreign exchange rates ruling at the dates of the transactions. Our exchange differences on translation of financial statements in foreign companies arise from exchange rate fluctuations. The exchange differences are generated when the results and financial position of all applicable entities within our Group that use a functional currency different from our Company’s presentation currency are translated into our Company’s presentation currency. The differences are recognized as the currency translation differences of foreign operations in other comprehensive income. FINANCIAL INFORMATION – 381 – --- page 392 --- The positive exchange differences on translation of financial statements in foreign companies recorded in other comprehensive income decreased by 50.0% from RMB388.3 million in 2022 to RMB194.1 million in 2023, primarily because the appreciation rate of US dollars against RMB in 2023 was less than that in 2022. We recorded a negative exchange differences on translation of financial statements in foreign companies of RMB820.1 million in other comprehensive income in 2024, primarily due to the depreciation of Euro, Brazilian real and Japanese Y en against RMB. The positive exchange differences on translation of financial statements in foreign companies recorded in other comprehensive income increased by 353.8% from a negative exchange differences on translation of financial statements in foreign companies of RMB278.8 million in the four months ended April 30, 2024 to a positive exchange differences on translation of financial statements in foreign companies of RMB707.7 million in the four months ended April 30, 2025, primarily due to the depreciation of the Japanese Y en and Euro against the RMB in 2024, and the subsequent appreciation of the Euro against the RMB in 2025. Statement of financial position items, including goodwill arising on consolidation of foreign operations acquired, are translated into the reporting currency at the closing foreign exchange rates at the end of the reporting period. The resulting exchange differences are recognized in other comprehensive income and accumulated separately in equity in the exchange reserve. On disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation is reclassified from equity to profit or loss when the profit or loss on disposal is recognized. In the event of disposal of part of equity investment or other reasons that reduce the proportion of overseas business interests, but not lose control over the overseas operation, the foreign currency translation differences related to the disposal of foreign operations shall be vested in non-controlling interests and not transferred to the current profits and losses. When the overseas operation is part of the equity interest in the joint venture or joint venture, the foreign currency translation difference related to the overseas operation shall be transferred to the profit or loss of the current period according to the proportion of disposal of the overseas operation. FINANCIAL INFORMATION – 382 – --- page 393 --- DESCRIPTION OF MAJOR COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF PROFIT OR LOSS The following table summarizes our results of operations for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 (RMB in thousands) (unaudited) Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,793,352 55,728,476 55,863,577 17,989,043 19,707,287 Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(44,251,367) (47,671,536) (46,799,848) (15,192,368) (16,193,602) Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,541,985 8,056,940 9,063,729 2,796,675 3,513,685 Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118121,150 149,695 224,375 49,477 73,575 Selling and marketing expenses /H1118/H1118/H1118(432,763) (437,151) (584,386) (169,056) (273,638) Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,572,252) (2,921,968) (3,556,039) (914,489) (1,123,233) Research and development costs /H1118/H1118(2,138,848) (2,541,498) (2,584,929) (859,999) (1,107,696) Impairment reversal/(losses) on trade and other receivables /H1118/H1118/H1118/H111815,762 (35,991) (32,434) (11,303) (16,157) Other net gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118309,229 230,393 176,633 21,119 27,463 Profit from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118844,263 2,500,420 2,706,949 912,424 1,093,999 Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(477,528) (889,772) (827,840) (258,956) (397,806) Share of profits/(losses) of equity- accounted investees, net of tax /H1118/H1118 113,083 151,633 116,640 33,754 (626) Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118479,818 1,762,281 1,995,749 687,222 695,567 Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(246,557) (522,189) (669,467) (203,692) (205,039) Profit for the year/period /H1118/H1118/H1118/H1118/H1118233,261 1,240,092 1,326,282 483,530 490,528 Earnings per share Basic (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.29 0.78 0.69 0.25 0.28 Diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.29 0.78 0.69 0.25 0.28 Non-IFRS Measure We use EBITDA (non-IFRS measure) in evaluating our operating results during the Track Record Period, which is not required by or presented in accordance with IFRS as an additional financial measure to supplement our consolidated financial statements, which are presented in accordance with IFRS. We believe that the non-IFRS measure provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as they help our management. However, our presentation of EBITDA (non-IFRS measure) may not be comparable to similarly titled measures presented by other FINANCIAL INFORMATION – 383 – --- page 394 --- companies. The use of such non-IFRS measure has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for an analysis of, our results of operations or financial condition as reported under IFRS. The following table reconciles EBITDA (non-IFRS measure) to our profit for the year, presented in accordance with IFRS, for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 (RMB in thousands) (unaudited) Profit for the year/period /H1118/H1118/H1118/H1118/H1118/H1118233,261 1,240,092 1,326,282 483,530 490,528 Add: Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118932,114 1,120,903 1,130,409 379,307 398,911 Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118246,557 522,189 669,467 203,692 205,039 Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,838,917 1,828,286 2,100,468 631,780 733,342 Amortization of intangible assets /H1118/H11181,048,577 1,076,617 1,086,557 317,113 378,252 Less: Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(95,002) (75,592) (105,127) (42,032) (39,121) EBITDA (non-IFRS measure) /H1118/H1118/H11184,204,424 5,712,495 6,208,056 1,973,390 2,166,951 Revenue Revenue by Product Line We generate our revenue primarily from providing (i) automotive safety solutions, including airbags, intelligent steering wheels, seatbelts and integrated safety solutions and (ii) automotive electronics solutions, including automotive intelligence solutions, E-mobility solutions and HMI products. The following table sets forth a breakdown of our revenue by product line in amounts and as percentages of our total revenue for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Amount % Amount % Amount % Amount % Amount % (RMB in thousands, except for percentages) (unaudited) Automotive safety solutions /H1118/H1118/H1118/H111834,428,001 69.1 38,576,839 69.2 38,658,739 69.2 12,480,056 69.4 12,349,571 62.7 – Airbags and intelligent steering wheels /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,860,557 45.9 25,050,050 45.0 25,364,285 45.4 8,090,146 45.0 8,240,608 41.8 – Seatbelts, integrated safety solutions and others /H1118/H1118/H1118/H1118/H1118/H1118/H111811,567,444 23.2 13,526,789 24.3 13,294,454 23.8 4,389,910 24.4 4,108,962 20.9 FINANCIAL INFORMATION – 384 – --- page 395 --- Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Amount % Amount % Amount % Amount % Amount % (RMB in thousands, except for percentages) (unaudited) Automotive electronics solutions /H1118/H111815,365,351 30.9 17,151,637 30.8 16,996,416 30.4 5,508,987 30.6 5,447,346 27.6 – Automotive intelligence solutions /H1118/H11184,754,564 9.5 5,712,348 10.3 6,670,397 11.9 2,091,480 11.6 2,064,295 10.5 – E-mobility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,322,658 4.7 2,440,518 4.4 2,187,497 3.9 555,377 3.1 854,696 4.3 –H M I /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,288,129 16.6 8,998,771 16.1 8,138,522 14.6 2,862,130 15.9 2,528,355 12.8 Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 208,422 0.4 – – 1,910,371 9.7 – Automotive parts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 179,949 0.3 – – 1,637,447 8.3 – Other products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 28,473 0.1 – – 272,923 1.4 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,793,352 100.0 55,728,476 100.0 55,863,577 100.0 17,989,043 100.0 19,707,287 100.0 Note: (1) Other solutions mainly include products and solutions of Senssun. During the Track Record Period, our revenue continued to increase, and the percentage of revenue generated from our automotive electronics solutions and automotive safety solutions remained relatively stable, ranging from 27.6% to 30.9% and from 62.7% to 69.2%, respectively. Automotive Safety Solutions Our automotive safety solutions primarily include airbags, intelligent steering wheels, seatbelts and integrated safety solutions. Our revenue generated from automotive safety solutions increased from RMB34,428.0 million in 2022 to RMB38,576.8 million in 2023, as a result of the increase in the sales of a majority of our automotive safety products and solutions. Our revenue generated from automotive safety solutions remained relatively stable in 2023 and 2024. Our revenue generated from automotive safety solutions remained relatively stable, amounting to RMB12,480.1 million and RMB12,349.6 million in the four months ended April 30, 2024 and 2025, respectively. Automotive Electronics Solutions Our automotive electronics solutions primarily include automotive intelligence solutions, E-mobility solutions and HMI products. Our revenue generated from automotive electronics solutions increased from RMB15,365.4 million in 2022 to RMB17,151.6 million in 2023, as a result of the increase in the sales of a majority of our automotive electronics products and solutions. Our revenue generated from automotive electronics solutions decreased from RMB17,151.6 million in 2023 to RMB16,996.4 million in 2024, primarily due to a decrease in sales of HMI products and E-mobility solutions, partially offset by an increase in sales of FINANCIAL INFORMATION – 385 – --- page 396 --- automotive intelligence solutions. Our revenue generated from automotive electronics solutions decreased from RMB5,509.0 million in the four months ended April 30, 2024 to RMB5,447.3 million in the four months ended April 30, 2025, as a result of a decrease in sales volume of HMI products to one of our major European customers. Revenue by Geographical Region Our revenue is generated from China and overseas markets, such as the rest of Asia, EMEA and the Americas, during the Track Record Period. The following table sets forth a breakdown of our revenue by geographical region, determined by the location of customers, in amounts and as percentages of our total revenue for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Amount % Amount % Amount % Amount % Amount % (RMB in thousands, except for percentages) (unaudited) China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,686,912 23.5 13,232,954 23.8 14,156,943 25.3 3,908,904 21.7 4,937,493 25.1 Overseas: – Rest of Asia (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,235,648 10.5 6,036,723 10.8 5,263,446 9.4 1,724,777 9.6 1,700,034 8.6 – EMEA (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,561,937 41.3 22,528,817 40.4 22,668,924 40.6 7,656,174 42.6 8,207,587 41.6 – The Americas (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,308,854 24.7 13,929,982 25.0 13,774,264 24.7 4,699,188 26.1 4,862,173 24.7 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,793,352 100.0 55,728,476 100.0 55,863,577 100.0 17,989,043 100.0 19,707,287 100.0 Notes: (1) Mainly includes Japan, South Korea, India and Thailand. (2) Mainly includes Germany, Romania, Hungary, Portugal and Italy. (3) Mainly include the United States, Mexico and Brazil. Our revenue generated from China increased during the Track Record Period, primarily attributable to the increased average selling price mainly due to our improved product mix sold in China. Our revenue generated from the rest of Asia increased in 2023, primarily attributable to the recovery in overall market demand in the region, particularly the significant growth in sales of seatbelts, integrated safety solutions and others to a major OEM customer in the Korean market, which achieved record highs in 2023. Our revenue generated from the rest of Asia then decreased in 2024, primarily attributable to (i) decreased revenue from airbags and intelligent steering wheels due to the internal production adjustments of this segment’s key customer, who accounted for less than 5% of the region’s total revenue during the period, involving their own quality incident that disrupted production lines and associated sales; and (ii) decreased customer demand in Japan. Our revenue generated from the rest of Asia then decreased from the four months ended April 30, 2024 to the four months ended April 30, 2025, primarily due to a higher proportion of sales from the seatbelt, integrated safety solutions and others category, which generally carries lower average selling prices in the rest of Asia. Our FINANCIAL INFORMATION – 386 – --- page 397 --- revenue generated from EMEA increased in 2023, primarily attributable to overall growth in Europe’s light vehicle production. Our revenue generated from EMEA further increased from the four months ended April 30, 2024 to the four months ended April 30, 2025, primarily attributable to higher average selling prices and increased sales volumes within the seatbelts, integrated safety solutions and others category. Our revenue generated from the Americas remained relatively stable during the Track Record Period. Cost of Sales Our cost of sales mainly consists of (i) material cost, (ii) staff cost and (iii) others, mainly including depreciation and amortization, shipping cost and warranty expense. The following table sets forth a breakdown of our cost of sales by nature in amounts and as percentages of our total cost of sales for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Amount % Amount % Amount % Amount % Amount % (RMB in thousands, except for percentages) (unaudited) Material cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,437,833 71.0 34,235,630 71.8 33,312,864 71.2 10,662,651 70.2 11,258,907 69.5 Staff cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,783,920 13.1 6,692,194 14.0 7,127,422 15.2 2,361,778 15.5 2,316,583 14.3 Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,029,614 15.9 6,743,712 14.1 6,359,562 13.6 2,167,939 14.3 2,618,112 16.2 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,251,367 100.0 47,671,536 100.0 46,799,848 100.0 15,192,368 100.0 16,193,602 100.0 Note: (1) Others mainly include depreciation and amortization, shipping cost and warranty expense. Our cost of sales amounted to RMB44,251.4 million, RMB47,671.5 million, RMB46,799.8 million, RMB15,192.4 million and RMB16,193.6 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively, representing 88.9%, 85.5%, 83.8%, 84.5% and 82.2% of our revenue for the respective period. Our cost of sales as a percentage of revenue continued to decrease during the Track Record Period as our strategies to enhance cost competitiveness and operational efficiency yielded positive results and we continuously benefited from economies of scale. FINANCIAL INFORMATION – 387 – --- page 398 --- Gross Profit and Gross Profit Margin Gross Profit and Gross Profit Margin by Product Line The following table sets forth a breakdown of our gross profit and gross profit margin by product line for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Gross profit Gross profit margin Gross profit Gross profit margin Gross profit Gross profit margin Gross profit Gross profit margin Gross profit Gross profit margin (RMB in thousands, except for percentages) (unaudited) Automotive safety solutions /H1118/H1118/H1118/H1118/H11182,936,173 8.5 4,855,048 12.6 5,737,396 14.8 1,778,189 14.2 1,957,420 15.9 – Airbags and intelligent steering wheels /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,002,057 8.8 3,441,495 13.7 3,802,233 15.0 1,201,253 14.8 1,554,973 18.9 – Seatbelts, integrated safety solutions and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118934,116 8.1 1,413,553 10.5 1,935,163 14.6 576,936 13.1 402,447 9.8 Automotive electronics solutions /H1118/H1118/H11182,605,812 17.0 3,201,892 18.7 3,270,969 19.2 1,018,487 18.5 1,124,442 20.6 – Automotive intelligence solutions /H1118/H1118864,631 18.2 1,189,609 20.8 1,169,367 17.5 423,413 20.2 395,442 19.2 – E-mobility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118281,963 12.1 113,429 4.6 190,992 8.7 21,619 3.9 115,193 13.5 – HMI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,459,218 17.6 1,898,854 21.1 1,910,611 23.5 573,455 20.0 613,807 24.3 Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 55,364 26.6 – – 431,824 22.6 – Automotive parts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 45,175 25.1 – – 344,101 21.0 – Other products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 10,189 35.8 – – 87,723 32.1 Total gross profit/overall gross profit margin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,541,985 11.1 8,056,940 14.5 9,063,729 16.2 2,796,675 15.5 3,513,685 17.8 Note: (1) Others mainly include gross profit and gross profit margin for products and solutions of Senssun. During the Track Record Period, gross profit and gross profit margin of both our automotive safety solutions and our automotive electronics solutions continued to increase. Our gross profit amounted to RMB5,542.0 million, RMB8,056.9 million, RMB9,063.7 million, RMB2,796.7 million and RMB3,513.7 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively. FINANCIAL INFORMATION – 388 – --- page 399 --- Our overall gross profit margin increased from 11.1% in 2022 to 14.5% in 2023, and further increased to 16.2% in 2024. Our gross profit margin increased from 15.5% in the four months ended April 30, 2024 to 17.8% in the four months ended April 30, 2025. The increase in our gross profit was primarily because of our efforts to enhance cost competitiveness and operational efficiency. During the Track Record Period, our measures to improve operational efficiency mainly included:  streamlining and centralization of production capacity in high-cost regions including factories in the United States, Romania and Germany for automotive safety business, while improving operational efficiency in these regions through refined operations and automated systems;  strategically relocating some overseas production capacity to cost-efficient countries or regions to leverage scale advantages and improve operational efficiency. For instance, following the reduction of production capacity in the U.S. and Europe, our Ningbo factory specializes in producing seatbelt components, such as buckles and retractors, for global supply, while our Philippines factory concentrates on manufacturing airbag components, such as fabric and cushions;  optimizing our supply chain structure in certain overseas markets by shifting towards suppliers with more cost-efficient suppliers for core parts such as die casting;  diversifying our supplier base by introducing multiple supplies for core parts such as magnesium alloy, reducing our core parts procurement cost; and  reducing our international shipping cost, such as consolidating shipments on the same intercontinental routes and integrating outbound cargo based on material planning needs, thereby increasing container utilization. Gross Profit and Gross Profit Margin by Geographical Region The following table sets forth a breakdown of our gross profit and gross profit margin by geographical region for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Gross profit Gross profit margin Gross profit Gross profit margin Gross profit Gross profit margin Gross profit Gross profit margin Gross profit Gross profit margin (RMB in thousands, except for percentages) (unaudited) China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,770,527 15.1 2,292,823 17.3 2,786,974 19.7 820,180 21.0 1,080,263 21.9 Overseas: – Rest of Asia (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118429,346 8.2 902,078 14.9 827,603 15.7 227,095 13.2 233,520 13.7 – EMEA (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,532,850 12.3 3,357,569 14.9 3,136,158 13.8 1,063,407 13.9 1,275,933 15.5 – The Americas (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118809,261 6.6 1,504,470 10.8 2,312,994 16.8 685,993 14.6 923,969 19.0 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,541,985 11.1 8,056,940 14.5 9,063,729 16.2 2,796,675 15.5 3,513,685 17.8 FINANCIAL INFORMATION – 389 – --- page 400 --- Notes: (1) Mainly includes Japan, South Korea, India and Thailand. (2) Mainly includes Germany, Romania, Hungary, Portugal and Italy. (3) Mainly include the United States, Mexico and Brazil. The fluctuation of our gross profit from China, the rest of Asia and EMEA during the Track Record Period is generally in line with the fluctuation of our revenue generated from the respective regions. Our gross profit margin in China continued to increase during the Track Record Period, as we improved our product mix and enhanced manufacturing efficiency. Our gross profit margin in the rest of Asia continued to increase during the Track Record Period, primarily because we optimized our supply chain to improve our cost efficiency in raw material procurement and reduce shipping costs. Our gross profit margin in EMEA increased in 2023 for the same reason, and then decreased in 2024 primarily attributable to the changes in product mix sold in EMEA as market demand shifted toward certain products with lower profitability. Our gross profit margin in EMEA increased in the four months ended April 30, 2025 compared to the same period in 2024, primarily attributable to an increase in average selling prices of automotive safety solutions following our consolidation of Senssun and enhanced bargaining power resulting from increased demand for our products. Our gross profit and gross profit margin from the Americas increased in 2023, primarily because we optimized our supply chain to improve our cost efficiency in raw material procurement and reduce shipping costs. Our gross profit and gross profit margin from the Americas continued to increase in 2024 as our bargaining power improved. Our gross profit and gross profit margin from the Americas increased in the four months ended April 30, 2025 compared to the same period in 2024, primarily attributable to the consolidation of Senssun, which contributed an improved product mix and enhanced bargaining power. Other Income Our other income primarily represents government grants in recognition of our technology innovation and advanced manufacturing. Our other income amounted to RMB121.2 million, RMB149.7 million, RMB224.4 million, RMB49.5 million and RMB73.6 million in 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, respectively. FINANCIAL INFORMATION – 390 – --- page 401 --- Selling and Marketing Expenses Our selling and marketing expenses mainly include (i) staff cost related to our selling and marketing personnel, (ii) sample fee and (iii) business development expense. The table below sets forth a breakdown of our selling and marketing expenses for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Amount % Amount % Amount % Amount % Amount % (RMB in thousands, except for percentages) (unaudited) Staff cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118269,554 62.3 280,812 64.2 325,329 55.7 110,560 65.4 148,916 54.4 Sample fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,364 13.7 51,769 11.8 141,911 24.3 33,533 19.8 54,554 20.0 Business development expense /H1118/H1118 87,133 20.1 86,839 19.9 99,228 17.0 19,197 11.4 64,094 23.4 Depreciation and amortization /H1118/H1118/H111816,712 3.9 17,731 4.1 17,918 3.0 5,766 3.4 6,074 2.2 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118432,763 100.0 437,151 100.0 584,386 100.0 169,056 100.0 273,638 100.0 Administrative Expenses Our administrative expenses mainly include (i) staff cost related to our administrative personnel, (ii) restructuring expense in relation to our acquisitions, (iii) service and insurance cost and (iv) maintenance fee in relation to the routine maintenance of our offices. The table below sets forth a breakdown of our administrative expenses for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Amount % Amount % Amount % Amount % Amount % (RMB in thousands, except for percentages) (unaudited) Staff cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,315,600 51.1 1,481,452 50.7 1,457,241 41.0 506,991 55.4 583,657 52.0 Restructuring expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118233,102 9.1 239,672 8.2 621,371 17.5 32,212 3.5 76,473 6.8 Service and insurance cost /H1118/H1118/H1118/H1118302,398 11.8 305,047 10.4 347,841 9.8 93,487 10.2 130,120 11.6 Maintenance fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155,099 6.0 165,319 5.7 175,306 4.9 53,233 5.8 63,863 5.7 Depreciation and amortization /H1118/H1118/H1118139,078 5.4 132,791 4.5 127,765 3.6 43,869 4.8 54,574 4.8 Travel expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,467 1.2 55,197 1.9 76,395 2.1 21,727 2.4 24,687 2.2 Taxes and surcharges /H1118/H1118/H1118/H1118/H1118/H1118/H1118141,060 5.5 160,251 5.5 232,189 6.5 71,485 7.8 83,857 7.5 Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118254,448 9.9 382,239 13.1 517,931 14.6 91,485 10.1 106,002 9.4 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,572,252 100.0 2,921,968 100.0 3,556,039 100.0 914,489 100.0 1,123,233 100.0 Note: (1) Others primarily include impairment loss and office and lease expense. FINANCIAL INFORMATION – 391 – --- page 402 --- Research and Development Costs Our research and development costs mainly include (i) staff expenditure related to our R&D personnel, (ii) material cost for our R&D activities and (iii) outsourcing expense for certain ancillary development activities. The table below sets forth a breakdown of our research and development costs for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 Amount % Amount % Amount % Amount % Amount % (RMB in thousands, except for percentages) (unaudited) Staff expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,879 65.9 1,600,416 63.0 1,686,544 65.2 579,413 67.4 780,332 70.5 Material cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118228,633 10.7 318,693 12.5 303,665 11.7 88,636 10.3 87,987 7.9 Outsourcing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118164,915 7.7 217,257 8.5 205,626 8.0 59,579 6.9 77,517 7.0 Maintenance expense /H1118/H1118/H1118/H1118/H1118/H1118/H111868,778 3.2 83,495 3.3 84,962 3.3 30,692 3.6 33,593 3.0 Travel and office expense /H1118/H1118/H1118/H1118/H111841,890 2.0 65,667 2.6 77,169 3.0 23,487 2.7 31,023 2.8 Tooling fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,840 1.0 36,680 1.4 30,335 1.2 8,659 1.0 6,776 0.6 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118203,913 9.5 219,290 8.6 196,628 7.6 69,534 8.1 90,468 8.2 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,138,848 100.0 2,541,498 100.0 2,584,929 100.0 859,999 100.0 1,107,696 100.0 Impairment Reversal/(Losses) on Trade and Other Receivables Our impairment reversal or losses on trade and other receivables are related to expected credit loss. We recorded impairment reversal on trade and other receivables of RMB15.8 million in 2022 and impairment losses on trade and other receivables of RMB36.0 million in 2023 and RMB32.4 million in 2024. We recorded impairment losses on trade and other receivables of RMB11.3 million in the four months ended April 30, 2024 and impairment losses on trade and other receivables of RMB16.2 million in the four months ended April 30, 2025. FINANCIAL INFORMATION – 392 – --- page 403 --- Other Net Gains Our other net gains or losses primarily consist of (i) net realized and unrealized gains on financial assets measured at FVPL, see “Discussion of Selected Items from Our Consolidated Statements of Financial Position — Other financial assets” and (ii) disposal of interest in associates related to Joyson Quin. The table below sets forth a breakdown of our other net gains or losses for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 (RMB in thousands) (unaudited) Other net (losses)/gains (Losses)/gains on disposal of property, plant and equipment and right-of- use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,756) 12,413 3,348 (158) (696) Net realized and unrealized gains on financial assets measured at FVPL /H1118/H1118/H1118/H1118/H1118113,168 188,450 63,171 19,511 23,982 Disposal of interest in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 21,999 108,604 – – Donations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,509) (1,748) (989) (365) (412) Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,326 9,279 2,499 2,131 4,589 Other net gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118309,229 230,393 176,633 21,119 27,463 Note: (1) Others mainly include tax refund for 2022 and other non-operating gains for 2023, 2024, and the four months ended April 30, 2024 and 2025. FINANCIAL INFORMATION – 393 – --- page 404 --- Finance Costs Our finance costs primarily consist of (i) interest on loans and borrowings, (ii) interest on lease liabilities, (iii) interest income and (iv) net exchange gains. The table below sets forth a breakdown of our finance costs for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 (RMB in thousands) (unaudited) Finance costs Interest on loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118919,334 1,131,004 1,111,583 373,843 382,802 Less: capitalized interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26,451) (51,982) (36,199) (12,323) (1,959) Interest on lease liabilities /H1118 39,231 41,881 55,025 17,787 18,068 Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(95,002) (75,592) (105,127) (42,032) (39,121) Net exchange (gains)/losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(381,906) (179,630) (216,827) (99,604) 22,084 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,322 24,091 19,385 21,285 15,932 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118477,528 889,772 827,840 258,956 397,806 Income Tax Expenses Our income tax expenses primarily comprise current tax expenses for the relevant year based on tax law and regulations and changes in deferred tax assets/liabilities. Our Group is subject to income tax on an individual legal entity basis on profits arising in or derived from the tax jurisdictions in which our Company and its subsidiaries are domiciled or operate. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, our income tax expenses were RMB246.6 million, RMB522.2 million, RMB669.5 million, RMB203.7 million and RMB205.0 million, respectively. In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, our Company and its subsidiaries located in China have been subject to EIT at the statutory income tax rate of 25%, except for certain of our subsidiaries which are entitled to a preferential tax rate applicable to advanced and new technology enterprises of 15%. Our overseas subsidiaries are subject to similar statutory taxes imposed by local authorities. For details of the income tax rate of our overseas subsidiaries, see note 7 to the Accountants’ Report in Appendix I to this prospectus. FINANCIAL INFORMATION – 394 – --- page 405 --- RESULTS OF OPERATIONS Four Months Ended April 30, 2025 Compared with Four Months Ended April 30, 2024 Revenue Our revenue increased by RMB1,718.3 million, or 9.6%, from RMB17,989.0 million to RMB19,707.3 million in the four months ended April 30, 2024 and 2025, respectively. Revenue by Product Line Our revenue generated from automotive safety solutions remained relatively stable, amounting to RMB12,480.1 million and RMB12,349.6 million in the four months ended April 30, 2024 and 2025, respectively. Revenue derived from our automotive electronics solutions decreased by RMB51.7 million, or 0.9%, from RMB5,509.0 million in the four months ended April 30, 2024 to RMB5,447.3 million in the four months ended April 30, 2025, primarily attributable to a decrease in sales volume of HMI products to one of our major European customers. Cost of Sales Our cost of sales increased by RMB1,001.2 million, or 6.6%, from RMB15,192.4 million for the four months ended April 30, 2024 to RMB16,193.6 million for the four months ended April 30, 2025, mainly due to the consolidation of Senssun. This increase was partially offset by a decrease in our cost of sales for automotive electronics solutions of RMB167.6 million, or 3.7%, from RMB4,490.5 million to RMB4,322.9 million, and a decrease in our cost of sales for automotive safety solutions of RMB294.5 million, or 2.76%, from RMB10,686.7 million to RMB10,392.2 million over the same periods. Gross Profit and Gross Profit Margin As a result of the foregoing, our gross profit increased by RMB717.0 million, or 25.6%, from RMB2,796.7 million in the four months ended April 30, 2024 to RMB3,513.7 million in the four months ended April 30, 2025. Our gross profit margin increased from 15.5% in the four months ended April 30, 2024 to 17.8% in the four months ended April 30, 2025. The increase in our gross profit margin was primarily because of (i) improved operational efficiencies and cost control measures, and (ii) the consolidation of Senssun, which delivered a more favourable gross profit profile and contributed to an overall margin enhancement. FINANCIAL INFORMATION – 395 – --- page 406 --- In particular:  The gross profit of our automotive safety solutions increased by RMB179.2 million, or 10.1%, from RMB1,778.2 million in the four months ended April 30, 2024 to RMB1,957.4 million in the four months ended April 30, 2025, primarily attributable to higher gross profits across the majority of our automotive safety solution offerings, as a result of the effectiveness of our pricing strategy and product mix optimization. The gross profit for seatbelts, integrated safety solutions and others decreased from RMB576.9 million in the four months ended April 30, 2024 to RMB402.4 million in the four months ended April 30, 2025, primarily attributable to a decrease in revenue resulting from an increased proportion of sales in the rest of Asia, where these products generally have lower average selling prices. The gross profit margin of our automotive safety solutions increased from 14.2% in the four months ended April 30, 2024 to 15.9% in the four months ended April 30, 2025, primarily due to sourcing from regions such as Asia with more competitive pricing and implementing a global centralized procurement strategy supported by advance sourcing commitments to secure the most favorable raw material prices. The gross profit margin for airbags and intelligent steering wheels increased from 14.8% in the four months ended April 30, 2024 to 18.9% in the four months ended April 30, 2025 due to enhanced operational efficiency following the implementation of advanced management systems and standardized production processes. The gross profit margin for seatbelts, integrated safety solutions and others decreased from 13.1% in the four months ended April 30, 2024 to 9.8% in the four months ended April 30, 2025 due to a higher proportion of sales of seatbelts, integrated safety solutions and others in the rest of Asia, where average selling prices are relatively lower than in other markets due to local market dynamics and emphasis on cost sensitivity and preferences for smaller, economical vehicles, as confirmed by Frost & Sullivan.  The gross profit of our automotive electronics solutions increased by RMB105.9 million, or 10.4%, from RMB1,018.5 million in the four months ended April 30, 2024 to RMB1,124.4 million in the same period of 2025, and the gross profit margin increased from 18.5% in the four months ended April 30, 2024 to 20.6% in the same period of 2025. These increases were primarily driven by a favorable shift in product mix towards high-margin HMI and E-mobility solutions, as well as improved production efficiency after our strategic restructuring initiatives and effective cost control measures. The gross profit margin of our automotive intelligence solutions slightly decreased primarily due to fluctuations in the raw material prices of electronic components and the relatively lower margins associated with the ramp-up phase of new projects. FINANCIAL INFORMATION – 396 – --- page 407 --- Other Income Our other income increased by RMB24.1 million, or 48.7%, from RMB49.5 million in the four months ended April 30, 2024 to RMB73.6 million in the four months ended April 30, 2025, primarily due to an increase in government grants, which was mainly attributable to the consolidation of Senssun. Selling and Marketing Expenses Our selling and marketing expenses increased by RMB104.5 million, or 61.8%, from RMB169.1 million in the four months ended April 30, 2024 to RMB273.6 million in the four months ended April 30, 2025, primarily attributable to (i) higher staff costs, mainly resulting from the consolidation of Senssun and the integration of its sales and marketing team, and (ii) increased business development expenses, primarily due to intensified efforts to engage potential customers and promote our products and solutions. Administrative Expenses Our administrative expenses increased by RMB208.7 million, or 22.8%, from RMB914.5 million in the four months ended April 30, 2024 to RMB1,123.2 million in the four months ended April 30, 2025, primarily attributable to an increase in staff cost following our consolidation of Senssun, including additional personnel and related benefits to support our expanded operations. Research and Development Costs Our research and development costs increased by RMB247.7 million, or 28.8%, from RMB860.0 million in the four months ended April 30, 2024 to RMB1,107.7 million in the four months ended April 30, 2025, primarily attributable to higher staff expenditure following our consolidation of Senssun, which led to an expanded R&D workforce and increased employee- related costs, as well as our ongoing efforts to strengthen our competitive advantage. Impairment Losses on Trade and Other Receivables Our impairment losses on trade and other receivables increased by RMB4.9 million, or 43.4%, from RMB11.3 million in the four months ended April 30, 2024 to RMB16.2 million in the four months ended April 30, 2025, primarily attributable to the consolidation of Senssun, as the initial incorporation of Senssun’s receivables into our consolidated financial statements resulted in a one-off increase in expected credit loss provisions, for which no prior group-level provisioning had been made. FINANCIAL INFORMATION – 397 – --- page 408 --- Other Net Gains Our other net gains increased from RMB21.1 million in the four months ended April 30, 2024 to RMB27.5 million in the four months ended April 30, 2025, mainly because of a greater fair value gain recognized on our equity investments measured at fair value through profit or loss (FVPL) during the four months ended April 30, 2025 compared to the same period in 2024. Finance Costs Our finance costs increased by RMB138.8 million, or 53.6%, from RMB259.0 million in the four months ended April 30, 2024 to RMB397.8 million in the four months ended April 30, 2025, primarily attributable to foreign exchange losses resulting from exchange rate fluctuations. Income Tax Our income tax expense remained relatively stable at RMB203.7 million for the four months ended April 30, 2024 and RMB205.0 million for the same period in 2025. Profit for the Period As a result of the foregoing, our profit for the period increased by RMB7.0 million, or 1.4%, from RMB483.5 million for the four months ended April 30, 2024 to RMB490.5 million for the four months ended April 30, 2025. Y ear Ended December 31, 2024 Compared with Y ear Ended December 31, 2023 Revenue Our revenue remained relatively stable at RMB55,728.5 million and RMB55,863.6 million in 2023 and 2024, respectively. Revenue by Product Line Revenue derived from our automotive safety solutions remained relatively stable at RMB38,576.8 million in 2023 and RMB38,658.7 million in 2024. Revenue derived from our automotive electronics solutions remained relatively stable at RMB17,151.6 million in 2023 and RMB16,996.4 million in 2024, primarily attributable to (i) a decrease in sales volume of HMI products, primarily due to some projects reaching the end of production and delays in the start of production for certain projects as a result of the decrease in sales to certain major customers in overseas markets and (ii) a decrease in sales volume of E-mobility solutions. This is mainly due to (a) the reduction of subsidies for NEVs in certain European countries, which affected the overall NEV market and end-customer FINANCIAL INFORMATION – 398 – --- page 409 --- demand; and (b) a major European customer undergoing a product iteration, resulting in a change in the product delivery schedule, partially offset by an increase in sales of automotive intelligence solutions, especially in Europe. Cost of Sales Our cost of sales remained relatively stable at RMB47,671.5 million in 2023 and RMB46,799.8 million in 2024 as our cost of sales for automotive electronics solutions remained relatively stable at RMB13,949.7 million in 2023 and RMB13,725.4 million in 2024, and our cost of sales for automotive safety solutions remained relatively stable at RMB33,721.8 million in 2023 and RMB32,921.3 million in 2024. Gross Profit and Gross Profit Margin As a result of the foregoing, our gross profit increased by RMB1,006.8 million, or 12.5%, from RMB8,056.9 million in 2023 to RMB9,063.7 million in 2024. Our gross profit margin increased from 14.5% in 2023 to 16.2% 2024. The increase in our gross profit margin was primarily because of our efforts to enhance cost competitiveness and operational efficiency. In particular:  The gross profit of our automotive safety solutions increased by RMB882.4 million, or 18.2%, from RMB4,855.0 million in 2023 to RMB5,737.4 million in 2024, primarily attributable to the increase in gross profit of most of our automotive safety solutions, generally in line with their respective revenue growth. The gross profit for seatbelts, integrated safety solutions and others increased from RMB1,413.6 million in 2023 to RMB1,935.2 million in 2024, primarily attributable to a decrease in material costs. The gross profit margin of our automotive safety solutions increased from 12.6% in 2023 to 14.8% in 2024, as (i) we implemented advanced management systems and processes across our global network, especially in overseas markets, resulting in enhanced efficiency; (ii) we continued to improve our production processes and standardize our manufacturing processes across global production facilities; and (iii) we optimized our supply chain structure in certain overseas markets. The gross profit margin of seatbelts, integrated safety solutions and others increased primarily due to higher sales volume combined with efficiency gains and supply chain improvements that reduced per-unit costs. The gross profit margin of airbags and intelligent steering wheels increased primarily due to more favorable pricing negotiated with customers and cost efficiencies from process improvements. FINANCIAL INFORMATION – 399 – --- page 410 ---  The gross profit of our automotive electronics solutions remained relatively stable at RMB3,201.9 million in 2023 and RMB3,271.0 million in 2024. The gross profit margin of our automotive electronics solutions increased from 18.7% in 2023 to 19.2% in 2024, attributable to (i) the increased sales of HMI products which had higher profitability; and (ii) the increase in the gross profit margin of E-mobility solutions, primarily because the overall gross profit margin of the product mix required by diverse customers in 2024 improved compared to 2023, partially offset by the decrease in gross profit margin of automotive intelligence solutions primarily due to a major European customer undergoing a product iteration which required us to update our own products. As a result, our sales of the updated products were in the ramp-up period with a relatively lower profit margin compared to our stable sales as we incurred fixed costs at the start of production for the updated products. Other Income Our other income increased by RMB74.7 million, or 49.9%, from RMB149.7 million in 2023 to RMB224.4 million in 2024, primarily due to a preferential tax treatment for advanced manufacturing companies that we qualified for in late 2023. Selling and Marketing Expenses Our selling and marketing expenses increased by RMB147.2 million, or 33.7%, from RMB437.2 million in 2023 to RMB584.4 million in 2024, primarily attributable to (i) an increase in sample fee, primarily driven by our efforts to meet customer demand for more advanced sampling; (ii) an increase in staff cost, primarily due to higher average salaries paid to our sales and marketing employees, reflecting the growth in sales; (iii) an increase in business development expense, primarily as a result of our intensified efforts to visit potential customers and promote our products and solutions. Administrative Expenses Our administrative expenses increased by RMB634.0 million, or 21.7%, from RMB2,922.0 million in 2023 to RMB3,556.0 million in 2024, primarily attributable to (i) an increase in restructuring expense, mainly related to our organizational adjustment to improve operating efficiency and our acquisitions; and (ii) an increase in taxes and surcharges, mainly due to the tax treatment applicable to our subsidiaries in Romania starting from 2024. Research and Development Costs Our research and development costs remained relatively stable at RMB2,541.5 million in 2023 and RMB2,584.9 million in 2024. FINANCIAL INFORMATION – 400 – --- page 411 --- Impairment Losses on Trade and Other Receivables Our impairment losses on trade and other receivables remained relatively stable at RMB36.0 million in 2023 and RMB32.4 million in 2024. Other Net Gains Our other net gains decreased from RMB230.4 million in 2023 to RMB176.6 million in 2024, mainly because our equity investment measured at FVPL showed a greater value increase in 2023 than in 2024. Finance Costs Our finance costs decreased by RMB62.0 million, or 7.0%, from RMB889.8 million in 2023 to RMB827.8 million in 2024, primarily attributable to (i) an increase in net exchange gains due to currency exchange rate fluctuations; and (ii) an increase in interest income in line with increased balance of our bank deposits. Income Tax Our income tax expenses increased by RMB147.3 million, or 28.2%, from RMB522.2 million in 2023 to RMB669.5 million in 2024, generally in line with the increase in our operating profit. Profit for the Y ear As a result of the foregoing, our profit for the year increased by RMB86.2 million, or 7.0%, from RMB1,240.1 million in 2023 to RMB1,326.3 million in 2024. Y ear Ended December 31, 2023 Compared with Y ear Ended December 31, 2022 Revenue Our revenue increased by RMB5,935.1 million, or 11.9%, from RMB49,793.4 million in 2022 to RMB55,728.5 million in 2023, in line with the growth of our business. Revenue by Product Line Revenue derived from our automotive safety solutions increased by RMB4,148.8 million, or 12.1%, from RMB34,428.0 million in 2022 to RMB38,576.8 million in 2023, primarily due to the increase in the average selling price of our automotive safety products and solutions as our bargaining power improved. FINANCIAL INFORMATION – 401 – --- page 412 --- Revenue derived from our automotive electronics solutions increased by RMB1,786.3 million, or 11.6%, from RMB15,365.4 million in 2022 to RMB17,151.6 million in 2023, primarily attributable to the increase in sales of our automotive intelligence solutions, mainly due to the steady increase in customer demand for our products as our products passed the ramp-up phase. Cost of Sales Our cost of sales increased by RMB3,420.1 million, or 7.7%, from RMB44,251.4 million in 2022 to RMB47,671.5 million in 2023, primarily attributable to the increase in material cost, generally in line with our revenue growth. In particular, our cost of sales for automotive electronics solutions increased by RMB1,190.2 million, or 9.3%, from RMB12,759.5 million in 2022 to RMB13,949.7 million in 2023, generally in line with the increase in our revenue from automotive electronics solutions. Our cost of sales in relation to automotive safety solutions increased by RMB2,230.0 million, or 7.1%, from RMB31,491.8 million in 2022 to RMB33,721.8 million in 2023, generally in line with the increase in our revenue from automotive safety solutions. Gross Profit and Gross Profit Margin As a result of the foregoing, our gross profit increased by RMB2,514.9 million, or 45.4%, from RMB5,542.0 million in 2022 to RMB8,056.9 million in 2023. Our gross profit margin increased from 11.1% in 2022 to 14.5% in 2023. The increase in our gross profit margin was primarily because of our efforts to enhance cost competitiveness and operational efficiency. In particular:  The gross profit of our automotive safety solutions increased by RMB1,918.8 million, or 65.3%, from RMB2,936.2 million in 2022 to RMB4,855.0 million in 2023, primarily attributable to the increase in gross profit of most of our automotive safety solutions, generally in line with their respective revenue growth. The gross profit margin of our automotive safety solutions increased from 8.5% in 2022 to 12.6% in 2023, (i) primarily because we negotiated more favorable prices with our customers for both airbags and intelligent steering wheels, and seatbelts, integrated safety solutions and others; and, to a lesser extent, (ii) due to our continuous efforts in improving cost efficiency in manufacturing supported by strategic supply chain initiatives such as identifying competitive global suppliers, adopting localized sourcing to reduce logistics costs and risks, implementing global capacity planning and enhancing cost efficiency through continuous refinement of our cost structure to reduce material costs. FINANCIAL INFORMATION – 402 – --- page 413 ---  The gross profit of our automotive electronics solutions increased by RMB596.1 million, or 22.9%, from RMB2,605.8 million in 2022 to RMB3,201.9 million in 2023, primarily attributable to the increase in gross profit of our HMI and automotive intelligence solutions, generally in line with their respective revenue growth. The gross profit margin of our automotive electronics solutions increased from 17.0% in 2022 to 18.7% in 2023, primarily attributable to (i) increased sales of sophisticated automotive intelligence products and HMI products which had higher profitability; (ii) reduced material cost due to our efforts in managing the cost efficiency of our raw material procurement and diversifying our supplier base; and (iii) lowered international shipping cost. Such increases were partially offset by the decrease in gross profit margin of E-mobility solutions mainly due to the demand from the European business of a major customer for a certain E-mobility project with relatively higher demand for technology such as higher charging power and faster charging speeds. The customer’s demand was primarily due to its own sales growth. The products required for this project had relatively lower margins in 2023 as we transitioned from the product development phase to production. This was primarily due to two factors: (i) the higher level of technology involved resulted in more sophisticated product designs and complex production processes, leading to lower yields when we first entered production compared to less technologically advanced products. This lower yield contributed to higher production costs, making the unit cost of these products relatively high during this stage; and (ii) these products were still in the ramp-up phase in 2023, resulting in low production volumes. This meant that fixed costs were allocated over fewer units, further increasing the unit cost compared to products that had been mass-produced for a longer period. Other Income Our other income increased by RMB28.5 million, or 23.6%, from RMB121.2 million in 2022 to RMB149.7 million in 2023, primarily due to an increase in asset-based government grants and government subsidies for high technology enterprises. Selling and Marketing Expenses Our selling and marketing expenses remained relatively stable at RMB432.8 million in 2022 and RMB437.2 million in 2023. Administrative Expenses Our administrative expenses increased by RMB349.7 million, or 13.6%, from RMB2,572.3 million in 2022 to RMB2,922.0 million in 2023. The increase was primarily due to (i) an increase in staff cost, primarily due to the increase in performance-based bonuses; (ii) an increase in travel expense, primarily due to the removal of travel restrictions following the conclusion of a public health incident; (iii) an increase in taxes and surcharges, primarily due to the increase in surcharges resulting from our increased sales; and (iv) an increase in others, FINANCIAL INFORMATION – 403 – --- page 414 --- primarily attributable to the increased impairment losses on our inventories, mainly relating to fluctuations in the overall automotive market environment, which slowed the sales growth of certain models from our OEM clients, leading to reduced demand. Research and Development Costs Our research and development costs increased by RMB402.7 million, or 18.8%, from RMB2,138.8 million in 2022 to RMB2,541.5 million in 2023. The increase was mainly due to (i) an increase in staff cost, as we expand and enhanced our R&D team and in line with increased R&D activities to support our business growth; (ii) an increase in material cost, primarily because we used more consumables in line with our increased R&D activities; and (iii) an increase in outsourcing expense, primarily due to the increased number of outsourced ancillary development projects. Impairment Reversal/(Losses) on Trade and Other Receivables We recorded impairment reversal on trade and other receivables of RMB15.8 million in 2022 while we recorded impairment losses on trade and other receivables of RMB36.0 million in 2023. The impairment reversal on trade and other receivables in 2022 represents the collection of certain amounts receivable that was previously impaired, due to our efforts in strengthening receivables collections. The impairment losses on trade and other receivables recognized in 2023 was in line with our impairment policies based on the trade and other receivables balance. Other Net Gains Our other net gains decreased by RMB78.8 million, or 25.5%, from RMB309.2 million in 2022 to RMB230.4 million in 2023. The decrease was mainly due to tax refund recognized in 2022. Finance Costs Our finance costs increased by RMB412.2 million, or 86.3%, from RMB477.5 million in 2022 to RMB889.8 million in 2023. The increase was mainly due to (i) an increase in interest on loans and borrowings due to the increased interest rate on floating-rate loans resulting from the increase in major benchmark rates worldwide; and (ii) a decrease in net exchange gains due to fluctuation in currency exchange rates. Income Tax Our income tax expenses increased by RMB275.6 million, or 111.8%, from RMB246.6 million in 2022 to RMB522.2 million in 2023, generally in line with the increase in our operating profit, in particular, as our operating results improved in overseas markets. Profit for the Y ear As a result of the foregoing, our profit for the year increased significantly by RMB1,006.8 million, from RMB233.3 million in 2022 to RMB1,240.1 million in 2023. FINANCIAL INFORMATION – 404 – --- page 415 --- DISCUSSION OF SELECTED ITEMS FROM OUR CONSOLIDATED STATEMENTS OF FINANCIAL POSITION The following table sets forth the components of our consolidated statements of financial position as of the dates indicated: As of December 31, As of April 30, 2022 2023 2024 2025 (RMB in thousands) Non-current assets Property, plant and equipment /H1118/H1118/H111813,356,202 13,814,128 16,061,449 16,617,706 Investment property /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 20,895 20,307 Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,189,408 1,143,990 1,657,153 1,693,335 Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,941,526 4,207,511 5,380,349 5,652,949 Interests in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,977,502 2,185,497 57,774 59,247 Interest in joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,797 109,817 109,786 109,786 Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,421,070 5,547,002 7,216,315 7,301,520 Prepayments and other assets /H1118/H1118/H1118/H1118823,164 1,682,305 1,671,264 2,032,031 Trade and other receivables /H1118/H1118/H1118/H1118/H1118377,688 355,473 304,029 332,627 Other financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118707,483 213,590 245,974 624,959 Derivative financial instruments /H1118/H1118189,820 79,168 34,807 9,364 Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,042,547 1,185,982 1,317,538 1,399,256 Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H111829,136,207 30,524,463 34,077,333 35,853,087 Current assets Derivative financial instruments /H1118/H111881,776 104,103 55,628 56,590 Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,436,464 7,836,849 9,091,939 9,651,427 Trade and other receivables /H1118/H1118/H1118/H1118/H111810,133,224 11,068,868 11,354,548 11,742,883 Prepayments and other assets /H1118/H1118/H1118/H11181,453,691 1,895,533 1,955,668 2,155,617 Other financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118465,786 280,724 560,482 1,040,749 Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,559,425 922,792 869,892 1,164,888 Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H11183,845,521 4,253,516 5,979,070 5,347,044 Assets held for sale /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 221,308 20,824 Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,975,887 26,362,385 30,088,535 31,180,022 FINANCIAL INFORMATION – 405 – --- page 416 --- As of December 31, As of April 30, 2022 2023 2024 2025 (RMB in thousands) Current liabilities Loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,969,046 7,638,528 8,495,857 10,746,856 Derivative financial instruments /H1118/H1118 339 3,671 16,146 32,744 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H111812,404,293 13,542,303 15,215,428 15,878,566 Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118681,942 658,424 733,725 706,144 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,506 133,189 197,373 234,829 Current taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118229,778 265,327 234,931 218,847 Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118461,310 389,166 752,338 555,895 Liabilities directly associated with the assets held for sale /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 94,031 – Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,875,214 22,630,608 25,739,829 28,373,881 Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,100,673 3,731,777 4,348,706 2,806,141 Total assets less current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,236,880 34,256,240 38,426,039 38,659,228 Non-current liabilities Loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,467,739 11,960,008 15,185,426 14,814,861 Defined benefit plan obligations /H1118/H11181,097,687 1,210,280 1,108,255 1,185,530 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118519,583 522,734 447,680 496,785 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118651,639 619,135 771,122 784,905 Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118102,952 101,280 151,418 162,329 Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118328,567 284,310 249,318 256,014 Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118365,035 432,121 667,277 727,937 Total non-current liabilities /H1118/H1118/H1118/H111815,533,202 15,129,868 18,580,496 18,428,361 Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,703,678 19,126,372 19,845,543 20,230,867 Capital and Reserves Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,368,085 1,408,702 1,408,702 1,408,702 Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,884,815 12,170,332 12,149,380 12,104,333 Total equity attributable to equity shareholders of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,252,900 13,579,034 13,558,082 13,513,035 Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H11185,450,778 5,547,338 6,287,461 6,717,832 Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,703,678 19,126,372 19,845,543 20,230,867 Investment Property and Property, Plant and Equipment Our property, plant and equipment primarily consists of (i) machinery and equipment, (ii) building and building improvements, (iii) construction in progress, (iv) other equipment, (v) land and land improvements, (vi) leasehold improvements and (vii) motor vehicles. FINANCIAL INFORMATION – 406 – --- page 417 --- The following table sets forth a breakdown of our property, plant and equipment as of the dates indicated: As of December 31, As of April 30, 2022 2023 2024 2025 (RMB in thousands) Machinery and equipment /H1118/H1118/H1118/H1118/H1118/H11184,614,462 4,423,048 5,764,484 5,795,578 Buildings and building improvements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,725,859 3,736,053 4,674,601 4,813,872 Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,148,642 2,761,083 2,754,534 3,031,936 Other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,438,865 1,443,929 1,389,563 1,405,415 Land and land improvements /H1118/H1118/H1118/H11181,356,235 1,379,939 1,349,044 1,440,716 Leasehold improvements /H1118/H1118/H1118/H1118/H1118/H1118/H111861,396 57,995 98,604 98,752 Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,743 12,081 30,619 31,437 Investment property /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 20,895 20,307 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,356,202 13,814,128 16,082,344 16,638,013 Our property, plant and equipment increased from RMB13,356.2 million as of December 31, 2022 to RMB13,814.1 million as of December 31, 2023, primarily due to an increase in construction in progress because there were new production lines under construction. Our property, plant and equipment further increased to RMB16,082.3 million as of December 31, 2024, primarily attributable to (i) an increase in machinery and equipment; and (ii) an increase in buildings and building improvements, both because construction was completed for our factory and R&D building in Hefei. Our property, plant and equipment increased to RMB16,638.0 million as of April 30, 2025, primarily attributable to the addition of new machinery and equipment to expand our production capacity. Our investment property increased from nil as of December 31, 2022 and 2023 to RMB20.9 million as of December 31, 2024 and remained relatively stable at RMB20.3 million as of April 30, 2025, primarily due to properties leased to third parties and self-owned properties arising from our consolidation of Senssun. Right-of-Use Assets Our right-of-use assets primarily represent the carrying amount of buildings and building improvements, land use rights, motor vehicles and machinery and equipment. Our right-of-use assets decreased from RMB1,189.4 million as of December 31, 2022 to RMB1,144.0 million as of December 31, 2023, primarily due to the fluctuation of exchange rates. Our right-of-use assets increased to RMB1,657.2 million as of December 31, 2024, mainly due to the leased properties of Senssun and the new leases we entered into in 2024 for office space in Germany. Our right-of-use assets increased to RMB1,693.3 million as of April 30, 2025, primarily due to new leases we entered into for buildings and additional transportation equipment. FINANCIAL INFORMATION – 407 – --- page 418 --- Intangible Assets Our intangible assets primarily consist of (i) capitalized R&D expenditure, (ii) patent and technology, (iii) software and ERP-related intangible assets, (iv) trademarks and (v) customer relationships. Our capitalized R&D expenditure represents our R&D costs incurred for certain platform technologies that were expected to be applied across our businesses. The following table sets forth a breakdown of our intangible assets as of the dates indicated: As of December 31, As of April 30, 2022 2023 2024 2025 (RMB in thousands) Capitalized R&D expenditure /H1118/H1118/H1118/H11183,279,931 3,605,460 4,099,845 4,385,812 Patent and technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,419 78,385 415,965 435,665 Software and ERP-related intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118281,862 290,676 380,160 362,712 Trademarks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,178 111,212 281,955 279,051 Customer relationships /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148,659 120,928 202,030 189,291 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118477 850 394 418 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,941,526 4,207,511 5,380,349 5,652,949 Our intangible assets increased from RMB3,941.5 million as of December 31, 2022 to RMB4,207.5 million as of December 31, 2023 and increased to RMB5,380.3 million as of December 31, 2024 and further increased to RMB5,652.9 million as of April 30, 2025, primarily attributable to (i) an increase in capitalized R&D expenditure as more R&D costs were incurred for certain platform technologies; and (ii) an increase in patent and technology, trademarks and customer relationships, mainly due to our consolidation of Senssun. Interests in Associates Our interests in associates primarily comprise investment in Joyson Quin and Senssun as of December 31, 2022 and 2023. Our interests in associates increased from RMB1,977.5 million as of December 31, 2022 to RMB2,185.5 million as of December 31, 2023, due to the share of profit from these associates. Our interests in associates then decreased to RMB57.8 million as of December 31, 2024, because Joyson Quin, our associate as of December 31, 2023, became our subsidiary on December 18, 2024. Our interests in associates remained relatively stable at RMB59.2 million as of April 30, 2025. See notes 14 and 37 to the Accountants’ Report in Appendix I to this prospectus. FINANCIAL INFORMATION – 408 – --- page 419 --- Interest in Joint Venture Our interest in joint venture primarily represents investment in joint ventures. Our interest in joint venture remained stable at RMB109.8 million as of December 31, 2022, December 31, 2023, December 31, 2024 and April 30, 2025. Goodwill Our goodwill arises from the Group’s acquisition of the automobile information segment of TechniSat Digital GmbH (subsequently named as Preh Car Connect GmbH), the mergers of KSS Holdings and the acquisition of the business of the liquidated Takata Corporation other than its phase stabilized ammonium nitrate business through KSS Holdings. Our goodwill increased from RMB5,421.1 million as of December 31, 2022 to RMB5,547.0 million as of December 31, 2023 increased to RMB7,216.3 million as of December 31, 2024 and further increased to RMB7,301.5 million as of April 30, 2025, primarily due to the consolidation of Senssun. See note 15 of the Accountants’ Report in Appendix I to this prospectus. Goodwill arising from our business combination is tested annually for impairment. For the purposes of impairment review, the recoverable amount of cash generating units is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a five-year forecast period. Cash flows beyond the five-year period are extrapolated using an estimated terminal growth rate of 0%. The discount rates used are pre-tax and reflect specific risks relating to the relevant industry, the cash generating units themselves and macro-environment of the relevant region. See note 15 of the Accountants’ Report in Appendix I to this prospectus. Key assumptions are set out as follows: As of December 31, 2022 2023 2024 Annual growth rate (average) of revenue for forecast period – Automotive Safety Systems-AM /H1118/H1118/H1118/H1118/H1118/H11189% 7% 3% – Automotive Safety Systems-EMEA /H1118/H1118/H1118/H11181% 1% 2% – Automotive Safety Systems-China /H1118/H1118/H1118/H1118/H11189% 6% 7% – Automotive Safety Systems-ROA /H1118/H1118/H1118/H1118/H11184% 8% 8% – Automotive Electronics Systems-EMEA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813% 6% 4% – Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2%/10% FINANCIAL INFORMATION – 409 – --- page 420 --- As of December 31, 2022 2023 2024 Long-term growth rate – Automotive Safety Systems-AM /H1118/H1118/H1118/H1118/H1118/H11180% 0% 0% – Automotive Safety Systems-EMEA /H1118/H1118/H1118/H11180% 0% 0% – Automotive Safety Systems-China /H1118/H1118/H1118/H1118/H11180% 0% 0% – Automotive Safety Systems-ROA /H1118/H1118/H1118/H1118/H11180% 0% 0% – Automotive Electronics Systems-EMEA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180% 0% 0% – Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 0 % Pre-tax discount rate – Automotive Safety Systems-AM /H1118/H1118/H1118/H1118/H1118/H111820.97% 22.53% 20.59% – Automotive Safety Systems-EMEA /H1118/H1118/H1118/H111817.64% 14.04% 12.02% – Automotive Safety Systems-China /H1118/H1118/H1118/H1118/H111814.55% 13.63% 13.24% – Automotive Safety Systems-ROA /H1118/H1118/H1118/H1118/H11188.97% 11.88% 12.54% – Automotive Electronics Systems-EMEA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.30% 14.59% 14.48% – Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 11.94% The recoverable amount of Automotive Safety Systems-AM is estimated to exceed its carrying amount at December 31, 2022, 2023 and 2024 by approximately RMB176 million, RMB401 million and RMB259 million, respectively. The recoverable amount of Automotive Safety Systems-EMEA is estimated to exceed its carrying amount at December 31, 2022, 2023 and 2024 by approximately RMB292 million, RMB1,318 million and RMB421 million, respectively. The recoverable amount of Automotive Safety Systems-China is estimated to exceed its carrying amount at December 31, 2022, 2023 and 2024 by approximately RMB925 million, RMB258 million and RMB360 million, respectively. The recoverable amount of Automotive Safety Systems-ROA is estimated to exceed its carrying amount at December 31, 2022, 2023 and 2024 by approximately RMB298 million, RMB10 million and RMB225 million, respectively. The recoverable amount of Automotive Electronics Systems-EMEA is estimated to exceed its carrying amount at December 31, 2022, 2023 and 2024 by approximately RMB1,137 million, RMB1,088 million and RMB948 million, respectively. The recoverable amount of Automotive Components is estimated to exceed its carrying amount at December 31, 2024 by approximately RMB33 million. FINANCIAL INFORMATION – 410 – --- page 421 --- Our management has considered and assessed reasonably possible changes for key assumptions and has not identified any instances that could cause the carrying amount of each CGU to exceed its respective recoverable amount. The recoverable amount of each CGU would equal to its carrying amount if each key assumption were to change as follows with all other variables held constant: As of December 31, 2022 2023 2024 Annual growth rate (average) of revenue for forecast period – Automotive Safety Systems-AM /H1118/H1118/H1118/H1118/H1118/H11188.77% 6.45% 1.87% – Automotive Safety Systems-EMEA /H1118/H1118/H1118/H11180.63% (0.29)% 0.89% – Automotive Safety Systems-China /H1118/H1118/H1118/H1118/H11187.96% 5.72% 5.63% – Automotive Safety Systems-ROA /H1118/H1118/H1118/H1118/H11183.65% 7.98% 6.73% – Automotive Electronics Systems-EMEA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.20% 3.29% 1.30% – Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1.54%/ 8.82% Long-term growth rate – Automotive Safety Systems-AM /H1118/H1118/H1118/H1118/H1118/H1118(1.19)% (5.14)% (4.25)% – Automotive Safety Systems-EMEA /H1118/H1118/H1118/H1118(1.60)% (5.87)% (1.31)% – Automotive Safety Systems-China /H1118/H1118/H1118/H1118/H1118(3.14)% (1.05)% (1.15)% – Automotive Safety Systems-ROA /H1118/H1118/H1118/H1118/H1118(0.62)% (0.03)% (0.72)% – Automotive Electronics Systems-EMEA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20.37)% (13.63)% (9.42)% – Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (2.47)%/ (0.99)% Pre-tax discount rate – Automotive Safety Systems-AM /H1118/H1118/H1118/H1118/H1118/H111821.61% 24.87% 22.79% – Automotive Safety Systems-EMEA /H1118/H1118/H1118/H111818.60% 17.50% 12.98% – Automotive Safety Systems-China /H1118/H1118/H1118/H1118/H111816.48% 14.28% 13.99% – Automotive Safety Systems-ROA /H1118/H1118/H1118/H1118/H11189.44% 11.90% 13.05% – Automotive Electronics Systems-EMEA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824.07% 21.33% 19.66% – Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 12.58% FINANCIAL INFORMATION –4 1 1– --- page 422 --- Prepayments and Other Assets The current portion of our prepayments and other assets consists of purchase of raw materials, purchase of tooling, deferred expenses and contract costs and others. The non-current portion of our prepayments and other assets primarily consists of (i) payment to OEMs, which represents an initial payment required from us by OEMs when entering into new projects, in line with the industry norm, (ii) prepayment for long-term assets related to our equipment and (iii) deferred expense for prepayments of insurance. The following table sets forth a breakdown of our prepayments and other assets as of the dates indicated: As of December 31, As of April 30, 2022 2023 2024 2025 (RMB in thousands) Non-current Payment to OEMs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118359,086 376,168 496,678 555,790 Prepayment for long-term assets /H1118/H1118406,040 631,346 165,589 253,558 Contract costs and others /H1118/H1118/H1118/H1118/H1118/H1118/H111858,038 674,791 1,008,997 1,222,683 823,164 1,682,305 1,671,264 2,032,031 Current Purchase of raw materials /H1118/H1118/H1118/H1118/H1118/H111880,414 88,362 112,302 120,668 Purchase of tooling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,889 84,110 83,259 98,886 Deferred expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162,884 236,006 207,914 211,602 Contract costs and others /H1118/H1118/H1118/H1118/H1118/H1118/H11181,164,504 1,487,055 1,552,193 1,724,461 1,453,691 1,895,533 1,955,668 2,155,617 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,276,855 3,577,838 3,626,932 4,187,648 Our prepayments and other assets increased by 57.1% from RMB2,276.9 million as of December 31, 2022 to RMB3,577.8 million as of December 31, 2023, primarily attributable to an increase in prepayment for long-term assets related to purchases of production equipment, and (ii) an increase in deferred expense, primarily due to the increase in prepaid expense for insurance. Our prepayments and other assets further increased by 1.4% from RMB3,577.8 million as of December 31, 2023 to RMB3,626.9 million as of December 31, 2024, primarily attributable to (i) an increase in contract costs and others; and (ii) an increase in payment to OEMs as we engaged in more joint development projects with OEM customers to secure design-wins, partially offset by a decrease in prepayment for long-term assets as certain prepaid equipment was delivered, accepted and commenced operation. Our prepayments and other assets further increased by 15.5% from RMB3,626.9 million as of December 31, 2024 to RMB4,187.6 million as of April 30, 2025, primarily attributable to an increase in contract costs and others. FINANCIAL INFORMATION – 412 – --- page 423 --- Our contract costs and others primarily represent contract fulfillment costs. During the Track Record Period, the current and non-current portion of our contract costs and others continued to increase, primarily because (i) our customer orders increased; and (ii) we engaged in more joint development projects with OEM customers to secure design-wins, for which there is a relatively long period of time from design-win to mass production, resulting in contract fulfillment costs being recognized during this period of time. As of August 31, 2025, approximately RMB1,121.6 million, or 26.8% of our prepayments and others assets as of April 30, 2025 had been settled. Trade and Other Receivables Our trade and other receivables primarily consist of (i) trade receivables due from third parties and related parties, (ii) bills receivable and (iii) other receivables, mainly including tax refund receivables and dividend receivables. The following table sets forth a breakdown of our trade and other receivables as of the dates indicated: As of December 31, As of April 30, 2022 2023 2024 2025 (RMB in thousands) Current Trade receivables – Third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,705,690 8,172,633 8,812,749 9,284,747 – Related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,626 14,145 18,194 13,254 Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118637,601 657,866 720,182 592,691 Receivables to be factored /H1118/H1118/H1118/H1118/H1118/H1118/H111840,149 18,879 112,093 45,361 Less: allowance for doubtful debts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(135,431) (154,717) (152,703) (148,460) Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H11188,278,635 8,708,806 9,510,515 9,787,593 Other receivables – Tax recoverable and refund receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,044,734 1,369,754 1,380,344 1,410,292 – Consideration receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 366,430 – 33,401 – Dividend receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118209,202 235,102 – – – Deposits and prepayments /H1118/H1118/H1118/H1118/H111899,344 89,336 173,908 199,320 – Advances from related parties /H1118/H1118114,462 12,862 – – – Staff advance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,980 29,507 78,714 84,175 – Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118364,867 257,071 211,067 228,102 Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,854,589 2,360,062 1,844,033 1,955,290 10,133,224 11,068,868 11,354,548 11,742,883 FINANCIAL INFORMATION – 413 – --- page 424 --- As of December 31, As of April 30, 2022 2023 2024 2025 (RMB in thousands) Non-current Other receivables – Compensation receivables /H1118/H1118/H1118/H1118/H1118/H1118159,551 119,205 56,586 64,783 – Overpayment of tax in previous years by overseas subsidiaries /H1118/H1118204,536 224,955 243,501 267,045 – Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,601 11,313 3,942 799 377,688 355,473 304,029 332,627 Total current and non-current trade and other receivables /H1118/H111810,510,912 11,424,341 11,658,577 12,075,510 Our trade and other receivables increased by 8.7% from RMB10,510.9 million as of December 31, 2022 to RMB11,424.3 million as of December 31, 2023, generally in line with our business growth. Our trade and other receivables remained relatively stable at RMB11,424.3 million as of December 31, 2023 and RMB11,658.6 million as of December 31, 2024. Our trade and other receivables increased by 3.6% from RMB11,658.6 million as of December 31, 2024 to RMB12,075.5 million as of April 30, 2025, primarily reflecting the normal course of our business operations. The following table sets forth an aging analysis of our trade receivables (net of loss allowance) based on the revenue recognition dates as of the dates indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2025 (RMB in thousands) Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,610,468 8,001,845 8,742,035 9,222,943 More than 1 year but within 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,688 178,943 78,469 65,591 More than 2 years but within 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,242 5,210 7,481 9,084 More than 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,918 780 2,958 383 7,736,316 8,186,778 8,830,943 9,298,001 Less: Provision for bad and doubtful debts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(135,431) (154,717) (152,703) (148,460) Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,600,885 8,032,061 8,678,240 9,149,541 FINANCIAL INFORMATION – 414 – --- page 425 --- The following table sets forth the turnover days of our trade and bills receivables for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2025 (days) Trade and bills receivable turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856.1 54.9 58.7 58.8 Note: (1) Trade and bills receivable turnover days for a year/period equal the average of the opening and closing balance of trade and bills receivable for the relevant year/period divided by the revenue for the relevant year/period and multiplied by the number of days in the relevant year/period, which is 360 days for each year or 120 days for the four months period. Our trade and bills receivable turnover days remained relatively stable at 56.1 days in 2022, 54.9 days in 2023, 58.7 days in 2024 and 58.8 days in April 30, 2025. As of August 31, 2025, approximately RMB8,913.9 million, or 91.1% of our trade and bills receivables as of April 30, 2025 had been settled. Other Financial Assets The current financial assets measured at fair value through profit or loss (“FVPL”) primarily consists of (i) financial products, primarily representing wealth management products, (ii) listed equity securities of Ningbo PIA Automation Holding Corp. and (iii) term deposits. The non-current financial assets measured at FVPL mainly consists of (i) equity instruments, (ii) reinsurance of defined benefit plan and (iii) unsettled consideration of selling 51% shares of Joyson Quin. The current financial assets measured at FVPL decreased by 39.7% from RMB465.8 million as of December 31, 2022 to RMB280.7 million as of December 31, 2023, primarily due to the redemption of the wealth management products. The current financial assets measured at FVPL increased by 99.7% to RMB560.5 million as of December 31, 2024, primarily due to an increase in term deposits which are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest. The current financial assets measured at FVPL increased by 85.7% to RMB1,040.7 million as of April 30, 2025, primarily due to an increase in investments in wealth management products. The non-current financial assets measured at FVPL decreased by 69.8% from RMB707.5 million as of December 31, 2022 to RMB213.6 million as of December 31, 2023, primarily representing the RMB562.2 million of unsettled consideration for selling 51% shares of Joyson FINANCIAL INFORMATION – 415 – --- page 426 --- Quin in 2022, the amount of which was subject to adjustments under certain payment conditions. Before these conditions were met, this unsettled consideration was recognized at fair value. Theses payment conditions were met in 2023 and therefore the consideration amount was reclassified as consideration receivables. The non-current financial assets measured at FVPL increased by 15.2% from RMB213.6 million as of December 31, 2023 to RMB246.0 million as of December 31, 2024, primarily due to an increase in equity instruments in relation to new investments we made. The non-current financial assets measured at FVPL increased by 154.1% from RMB246.0 million as of December 31, 2024 to RMB625.0 million as of April 30, 2025, primarily due to the addition of negotiable certificates of deposit as part of our efforts to diversify our investment portfolio. Our cash management strategy aims to optimize the efficiency of idle funds, generate investment returns and manage investment and financial risks. Guided by this strategy, we invest in low-risk wealth management products with high liquidity and security, offered by reputable commercial banks in China. We also make equity investment decisions on a case-by-case basis based on the consideration of a number of factors, including the investee’s operating history, the growth potential of the investee and the industries in which it operates, as well as the investee’s potential to generate synergies with our existing operations. We closely monitor the operational and financial performance of our investee companies. We have established a comprehensive set of internal policies and guidelines, pursuant to which our finance department is responsible for analyzing and evaluating potential investment in financial assets. Our management have extensive experience in managing financial investments. Prior to making any material investments, the proposal shall be reviewed and approved by our financial director, legal director and chairperson of the Board, and is subject to the approval of the Board. Upon Listing, we intend to continue our investments strictly in accordance with our internal policies and Articles of Association and, to the extent that an investment in wealth management products 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). Deferred Tax Assets Our deferred tax assets increased from RMB1,042.5 million as of December 31, 2022 to RMB1,186.0 million as of December 31, 2023, primarily due to a change in presentation approach of lease-related temporary difference as required by revisions in applicable accounting standards. Our deferred tax assets increased from RMB1,186.0 million as of December 31, 2023 to RMB1,317.5 million as of December 31, 2024, primarily due to the consolidation of Senssun. Our deferred tax assets increased from RMB1,317.5 million as of December 31, 2024 to RMB1,399.3 million as of April 30, 2025, primarily due to the recognition of additional right-of-use assets, which resulted in a simultaneous increase in both deferred tax assets and deferred tax liabilities. FINANCIAL INFORMATION – 416 – --- page 427 --- Inventories Our inventories primarily consist of raw material, work in progress, and finished goods. The following table sets forth a breakdown of our inventories as of the dates indicated: As of December 31, As of April 30, 2022 2023 2024 2025 (RMB in thousands) Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,350,805 5,533,273 5,875,174 6,352,785 Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,365,458 1,639,809 1,988,080 2,151,711 Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,091,563 1,126,232 1,773,126 1,763,905 7,807,826 8,299,314 9,636,380 10,268,401 Less: Provision for impairment loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(371,362) (462,465) (544,441) (616,974) Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,436,464 7,836,849 9,091,939 9,651,427 Our inventories increased by 5.4% from RMB7,436.5 million as of December 31, 2022 to RMB7,836.8 million as of December 31, 2023, generally in line with the increase in our revenue. Our inventories further increased by 16.0% from RMB7,836.8 million as of December 31, 2023 to RMB9,091.9 million as of December 31, 2024, primarily due to the consolidation of Senssun. Our inventories increased by 6.2% from RMB9,091.9 million as of December 31, 2024 to RMB9,651.4 million as of April 30, 2025, primarily due to an increase in raw materials resulting from our procurement strategy. The following table sets forth an aging analysis of our inventories as of the dates indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2025 (RMB in thousands) Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,164,789 7,579,385 8,990,178 9,535,886 More than 1 year but within 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118254,731 311,975 221,040 273,397 More than 2 years but within 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118147,249 143,213 129,919 159,669 More than 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241,057 264,740 295,243 299,449 7,807,826 8,299,314 9,636,380 10,268,401 Less: Provision for impairment loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(371,362) (462,465) (544,441) (616,974) Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,436,464 7,836,849 9,091,939 9,651,427 FINANCIAL INFORMATION – 417 – --- page 428 --- The following table sets forth the turnover days of our inventories for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2025 (days) Inventory turnover days (1) /H1118/H1118/H1118/H1118/H1118/H111856.0 57.7 65.1 69.4 Note: (1) Inventory turnover days for a year/period equal the average of the opening and closing balance of inventory, excluding contract cost, for the relevant year/period divided by the cost of sales for the relevant year/period and multiplied by the number of days in the relevant year/period, which is 360 days for each year or 120 days for the four months period. Our inventory turnover days increased from 56.0 days in 2022 to 57.7 days in 2023 and 65.1 days in 2024 and further increased to 69.4 days in the four months ended April 30, 2025, primarily because (i) we optimized our supply network which involved switching suppliers across regions, resulting in a temporary increase in raw materials in transit, (ii) we stocked up raw materials for our new factories to meet customer order demand and (iii) we consolidated the ending balance of Senssun’s inventory as of December 31, 2024, while only incorporating its cost of sales from December 18, 2024 to the year end due to the consolidation of Senssun. As of August 31, 2025, approximately RMB7,586.6 million, or 78.6% of our inventories as of April 30, 2025 had been utilized or sold. Assets Held For Sale Our assets held for sale increased from nil as of December 31, 2022 and 2023 to RMB221.3 million as of December 31, 2024, primarily due to the planned disposal of factories in line with our strategies to streamline and centralize production capacity in high-cost regions. Our assets held for sale decreased to RMB20.8 million as of April 30, 2025, mainly due to the partial completion of these disposals. FINANCIAL INFORMATION – 418 – --- page 429 --- Trade and Other Payables Our trade and other payables primarily consist of trade and bills payables, accrued payroll, welfare and bonus, other payables and accruals, other tax payables and sales discounts representing price reductions. The following table sets forth details of our trade and other payables as of the dates indicated: As of December 31, As of April 30, 2022 2023 2024 2025 (RMB in thousands) Current Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,921,461 9,710,411 10,945,151 11,120,697 Accrual expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510,161 445,195 543,652 520,435 Sales discounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118472,459 503,460 646,185 908,022 Accrued payroll, welfare and bonus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,205,880 1,441,458 1,600,075 1,680,607 Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118530,486 710,438 678,290 472,415 Dividends payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 900 15,615 377,448 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118763,846 730,441 786,460 798,942 12,404,293 13,542,303 15,215,428 15,878,566 Non-current Claim Liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248,652 231,230 185,909 191,954 Other long-term employee benefits payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118181,747 237,994 240,610 270,241 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889,184 53,510 21,161 34,590 519,583 522,734 447,680 496,785 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,923,876 14,065,037 15,663,108 16,375,351 Our trade and other payables increased from RMB12,923.9 million as of December 31, 2022 to RMB14,065.0 million as of December 31, 2023, further increased to RMB15,663.1 million as of December 31, 2024 and further increased to RMB16,375.4 million as of April 30, 2025, primarily attributable to the increase in trade and bills payables, generally in line with our business growth. FINANCIAL INFORMATION – 419 – --- page 430 --- The following table sets forth the turnover days of our trade and bills payable for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2025 (days) Trade and bills payable turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865.8 70.4 79.4 81.8 Note: (1) Trade and bills payables turnover days for a year/period equal the average of the opening and closing balance of trade and bills payables for the relevant year/period divided by the cost of sales for the relevant year/period and multiplied by the number of days in the relevant year/period, which is 360 days for each year or 120 days for the four months period. Our trade and bills payable turnover days increased from 65.8 days in 2022 to 70.4 days in 2023 and 79.4 days in 2024 and further increased to 81.7 days in the four months ended April 30, 2025, primarily as a result of (i) our supply chain management adjustment, which includes expanding our manufacturing capacities in China and Southeast Asia while reducing production in regions with high labor costs; and (ii) the consolidation of Senssun’s trade and bills payables balance as of December 31, 2024, while only incorporating its cost of sales from December 18, 2024 to the year end. As of August 31, 2025, approximately RMB8,233.0 million, or 74.0% of our trade and bills payables as of April 30, 2025 had been settled. As of August 31, 2025, approximately RMB10,344.0 million, or 62.1% of our trade and other payables as of April 30, 2025 had been settled. Contract Liabilities Our contract liabilities primarily include advances from customers in relation to tooling and R&D services. Our contract liabilities decreased from RMB681.9 million as of December 31, 2022 to RMB658.4 million as of December 31, 2023, primarily due to a decrease in prepayments for tooling and R&D services. Our contract liabilities increased to RMB733.7 million as of December 31, 2024, primarily due to an increase in our sales volume. Our contract liabilities remained relatively stable at RMB706.1 million as of April 30, 2025. As of August 31, 2025, approximately RMB236.1 million, or 33.4% of our contract liabilities as of April 30, 2025 had been subsequently recognized as revenue. FINANCIAL INFORMATION – 420 – --- page 431 --- Liabilities Directly Associated with the Assets Held For Sale Our liabilities directly associated with the assets held for sale increased from nil as of December 31, 2022 and 2023 to RMB94.0 million as of December 31, 2024, primarily due to liabilities of the factories we planned to dispose of. Our liabilities directly associated with the assets held for sale decreased to nil as of April 30, 2025, mainly as a result of the derecognition of these liabilities upon completion or settlement of the related disposals. See “— Discussion of Selected Items from Our Consolidated Statements of Financial Position — Assets Held for Sale.” LIQUIDITY AND CAPITAL RESOURCES Our principal source of liquidity has been and is expected to continue to be cash generated from operations together with available credit facilities and bank borrowings. Our liquidity requirements primarily relate to funding our working capital requirements and our capital expenditures. Our ability to generate cash flow from operations depends on our future operating performance, which is in turn dependent on general economic, financial, competitive, market and other factors, many of which are beyond our control. See “Risk Factors” for a discussion of certain factors that could affect our operations. Net Current Assets The following table sets forth the components of our current assets and liabilities as of the dates indicated: As of December 31, As of April 30, As of August 31, 2022 2023 2024 2025 2025 (RMB in thousands) (Unaudited) Current assets Derivative financial instruments /H1118/H1118 81,776 104,103 55,628 56,590 50,993 Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,436,464 7,836,849 9,091,939 9,651,427 9,695,130 Trade and other receivables /H1118/H1118/H1118/H1118/H111810,133,224 11,068,868 11,354,548 11,742,883 11,632,902 Prepayments and other assets /H1118/H1118/H1118/H11181,453,691 1,895,533 1,955,668 2,155,617 2,276,500 Other financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118465,786 280,724 560,482 1,040,749 670,014 Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,559,425 922,792 869,892 1,164,888 905,749 Cash and cash equivalents /H1118/H1118/H1118/H1118/H11183,845,521 4,253,516 5,979,070 5,347,044 5,510,260 Assets held for sale /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 221,308 20,824 20,973 Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,975,887 26,362,385 30,088,535 31,180,022 30,762,521 Current liabilities Loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,969,046 7,638,528 8,495,857 10,746,856 11,970,181 Derivative financial instruments /H1118/H1118 339 3,671 16,146 32,744 24,501 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H111812,404,293 13,542,303 15,215,428 15,878,566 14,920,337 Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118681,942 658,424 733,725 706,144 824,999 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,506 133,189 197,373 234,829 214,088 Current taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118229,778 265,327 234,931 218,847 327,418 Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118461,310 389,166 752,338 555,895 453,575 Liabilities directly associated with the assets held for sale /H1118/H1118/H1118/H1118/H1118/H1118– – 94,031 – – Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H111820,875,214 22,630,608 25,739,829 28,373,881 28,735,099 Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,100,673 3,731,777 4,348,706 2,806,141 2,027,422 FINANCIAL INFORMATION – 421 – --- page 432 --- Our net current assets decreased by 27.8% from RMB2,806.1 million as of April 30, 2025 to RMB2,027.4 million as of August 31, 2025, primarily due to an increase in loans and borrowings, partially offset by an increase in prepayments and other assets, and cash and cash equivalents. Our net current assets decreased by 35.5% from RMB4,348.7 million as of December 31, 2024 to RMB2,806.1 million as of April 30, 2025, primarily due to an increase in loans and borrowings, partially offset by an increase in inventories as we increased procurement of raw materials and trade and other receivables, in line with the growth in sales. Our net current assets increased by 16.5% from RMB3,731.8 million as of December 31, 2023 to RMB4,348.7 million as of December 31, 2024, primarily due to an increase in cash and cash equivalents and inventories, due to the consolidation of Senssun, partially offset by an increase in trade and other payables, generally in line with our business growth, and loans and borrowings. Our net current assets decreased by 9.0% from RMB4,100.7 million as of December 31, 2022 to RMB3,731.8 million as of December 31, 2023. The decrease was primarily due to an increase in trade and other payables, generally in line with our business growth, partially offset by an increase cash and cash equivalents. Cash Flow The table below sets forth selected cash flow statement information from our consolidated cash flow statements for the periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2024 2025 (RMB in thousands) (unaudited) Net cash generated from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H11182,169,820 3,929,016 4,601,804 658,581 693,850 Net cash used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,674,845) (2,828,170) (1,988,237) (942,774) (2,024,329) Net cash (used in)/generated from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(230,945) (726,052) (871,541) 1,837,936 605,107 Net (decrease)/increase in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118(735,970) 374,794 1,742,026 1,553,743 (725,372) Cash and cash equivalents at the beginning of the year/period /H1118/H11184,549,246 3,845,521 4,253,516 4,253,516 5,979,070 Effect of foreign exchange rate changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,245 33,201 (16,472) (13,098) 93,346 Cash and cash equivalents at the end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,845,521 4,253,516 5,979,070 5,794,161 5,347,044 FINANCIAL INFORMATION – 422 – --- page 433 --- Net Cash Generated from Operating Activities In the four months ended April 30, 2025, we had net cash generated from operating activities of RMB693.9 million, which was primarily attributable to our profit before income tax of RMB695.6 million, as adjusted by (i) non-cash and non-operating items which primarily consisted of depreciation of RMB733.3 million, interest expenses of RMB398.9 million and amortization of intangible assets of RMB378.3 million; and (ii) changes in working capital, which primarily resulted from an increase in trade and other receivables and other assets of RMB852.0 million, an increase in trade and other payables and accruals of RMB655.2 million, an increase in inventories of RMB632.0 million and an increase in restricted bank deposits of RMB440.0 million. In 2024, we had net cash generated from operating activities of RMB4,601.8 million, which was primarily attributable to our profit before income tax of RMB1,995.7 million, as adjusted by (i) non-cash and non-operating items which primarily consisted of depreciation of RMB2,100.5 million, interest expenses of RMB1,130.4 million and amortization of intangible assets of RMB1,086.6 million; and (ii) changes in working capital, which primarily resulted from an increase in trade and other payables and accruals of RMB1,851.5 million, an increase in trade and other receivables and other assets of RMB1,377.1 million and an increase in inventories of RMB1,337.1 million. In 2023, we had net cash generated from operating activities of RMB3,929.0 million, which was primarily attributable to our profit before income tax of RMB1,762.3 million, as adjusted by (i) non-cash and non-operating items which primarily consisted of depreciation of RMB1,828.3 million, interest expenses of RMB1,120.9 million, and amortization of intangible assets of RMB1,076.6 million; and (ii) changes in working capital, which primarily resulted from an increase in trade and other receivables and other assets of RMB1,736.5 million, and an increase in trade and other payables and accruals of RMB1,115.5 million. In 2022, we had net cash generated from operating activities of RMB2,169.8 million, which was primarily attributable to our profit before income tax of RMB479.8 million, as adjusted by (i) non-cash and non-operating items which primarily consisted of depreciation of RMB1,838.9 million, amortization of intangible assets of RMB1,048.6 million and interest expenses of RMB932.1 million; and (ii) changes in working capital, which primarily resulted from an increase in trade and other receivables and other assets of RMB2,165.0 million, an increase in trade and other payables and accruals of RMB1,796.9 million and an increase in inventories of RMB1,083.5 million. Net Cash Used in Investing Activities In the four months ended April 30, 2025, we had net cash used in investing activities of RMB2,024.3 million, which was primarily attributable to (i) payment for purchases of property, plant and equipment, intangible assets and right-of-use assets of RMB1,300.4 million and (ii) for purchase of other financial assets of RMB2,459.9 million, partially offset by proceeds from disposal of other financial assets of RMB1,664.3 million. FINANCIAL INFORMATION – 423 – --- page 434 --- In 2024, we had net cash used in investing activities of RMB1,988.2 million, which was primarily attributable to (i) payment for purchases of property, plant and equipment, intangible assets and right-of-use assets of RMB3,212.6 million, (ii) earnest money paid for the purchase of a non-controlling interest in a subsidiary of RMB469.7 million and (iii) payment for purchase of other financial assets of RMB458.9 million, partially offset by (i) return of earnest money paid for the purchase of a non-controlling interest in a subsidiary of RMB774.0 million, (ii) acquisition of subsidiaries, net of cash acquired of RMB499.1 million, (iii) net proceeds from disposal of an interest in Joyson Quin of RMB340.0 million, (iv) proceeds from disposal of other financial assets of RMB281.2 million, and (v) proceeds from disposal of property, plant and equipment and right-of-use assets of RMB145.4 million. In 2023, we had net cash used in investing activities of RMB2,828.2 million, which was primarily attributable to (i) payment for purchases of property, plant and equipment, intangible assets and right-of-use assets of RMB3,770.4 million and (ii) payment for purchase of other financial assets of RMB884.0 million, partially offset by (i) proceeds from disposal of other financial assets of RMB1,047.4 million and (ii) net proceeds from disposal of an interest in Joyson Quin of RMB810.0 million. In 2022, we had net cash used in investing activities of RMB2,674.8 million, which was primarily attributable to (i) payment for purchases of property, plant and equipment, intangible assets and right-of-use assets of RMB3,303.9 million and (ii) payment for purchase of other financial assets of RMB1,395.4 million, partially offset by proceeds from disposal of other financial assets of RMB1,681.0 million. Net Cash Used in Financing Activities In the four months ended April 30, 2025, we had net cash generated from financing activities of RMB605.1 million, which was primarily attributable proceeds from bank loans of RMB6,314.1 million, partially offset by (i) repayment of bank loans of RMB4,907.6 million, (ii) interest of bank loans paid of RMB376.7 million and (iii) payment for the purchase of non-controlling interests in subsidiaries of RMB270.3 million. In 2024, we had net cash used in financing activities of RMB871.5 million, which was primarily attributable to (i) repayment of bank loans of RMB12,477.4 million, (ii) payment for the purchase of non-controlling interests in subsidiaries of RMB2,091.5 million and (iii) interest of bank loans paid of RMB1,142.7 million, partially offset by (i) proceeds from bank loans of RMB13,945.6 million and (ii) proceeds from partial disposal of interests in subsidiaries of RMB1,475.0 million. In 2023, we had net cash used in financing activities of RMB726.1 million, which was primarily attributable to (i) repayment of bank loans of RMB8,727.2 million and (ii) interest of bank loans paid of RMB904.0 million, partially offset by proceeds from bank loans of RMB8,413.4 million. FINANCIAL INFORMATION – 424 – --- page 435 --- In 2022, we had net cash used in financing activities of RMB230.9 million, which was primarily attributable to (i) repayment of bank loans of RMB5,664.9 million and (ii) interest of bank loans paid of RMB762.9 million, partially offset by proceeds from bank loans of RMB5,710.0 million. WORKING CAPITAL CONFIRMATION Taking into account the financial resources available to us, including our cash and cash equivalents on hand, the long-term bank deposits and the estimated net proceeds from the Global Offering, our Directors are of the view that we have sufficient working capital to meet our present requirements and for the next 12 months from the date of this prospectus. INDEBTEDNESS The following table sets forth a breakdown of our indebtedness as of the dates indicated: As of December 31, As of April 30, As of August 31, 2022 2023 2024 2025 2025 (RMB in thousands) (unaudited) Current Loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H11186,969,046 7,638,528 8,495,857 10,746,856 11,970,181 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,506 133,189 197,373 234,829 214,088 Non-current Loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H111812,467,739 11,960,008 15,185,426 14,814,861 13,897,068 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118651,639 619,135 771,122 784,905 762,524 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,216,930 20,350,860 24,649,778 26,581,451 26,843,861 Loans and Borrowings Our loans and borrowings comprised both secured and unsecured bank loans, with effective interest rates ranging from 0.46% to 9.28% per annum. As of December 31, 2022, 2023 and 2024, April 30, 2025 and August 31, 2025, the aggregate balance of our loans and borrowings was RMB19,436.8 million, RMB19,598.5 million, RMB23,681.3 million, RMB25,561.7 million and RMB25,867.2 million, respectively. In 2018, we acquired the core businesses and assets of Takata (excluding phase-stabilized ammonium nitrate business). To finance this acquisition, we entered into certain syndicated loans, which were refinanced in 2021. These loans were secured by substantial assets of Joyson Safety Systems, our subsidiaries primarily engaged in automotive safety business and constitute a substantial portion of the Group’s assets. As of December 31, 2022, 2023, 2024 and April 30, 2025, the outstanding balance of these syndicated loans was RMB6,970.9 million, RMB7,025.4 million, RMB6,177.8 million and RMB6,032.4 million, respectively. Our bank borrowings agreements contain standard terms, conditions and covenants that are customary for commercial bank loans. See note 25 to the Accountants’ Report in Appendix I to this prospectus. As of August 31, 2025, our unutilized contractual bank facilities amounted to RMB1,377.4 million. FINANCIAL INFORMATION – 425 – --- page 436 --- Lease Liabilities Our lease liabilities represent financial obligations for leased assets. As of December 31, 2022, 2023, 2024, April 30, 2025 and August 31, 2025, we recognized total lease liabilities, including current and non-current lease liabilities, of RMB780.1 million, RMB752.3 million, RMB968.5 million, RMB1,019.7 million and RMB976.6 million, respectively. Our total lease liabilities remained relatively stable throughout the Track Record Period. Except as discussed above, as of August 31, 2025, we did not have any material mortgages, charges, debentures, loan capital, debt securities, loans, bank overdrafts or other similar indebtedness, finance lease or hire purchase commitments, liabilities under acceptances (other than normal trade bills), acceptance credits, which are either guaranteed, unguaranteed, secured or unsecured, or guarantees or other contingent liabilities. As of the Latest Practicable Date, there was no material restrictive covenant in our indebtedness which could significantly limit our ability to obtain future financing, nor was there any default on our indebtedness or breach of 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, any material default in the payments of trade and non-trade payables, bank loans and other borrowings, or any material breach of covenants during the Track Record Period and up to the Latest Practicable Date. Our Directors further confirm that there has not been any material change in our indebtedness since August 31, 2025 up to the date of this prospectus. CAPITAL COMMITMENTS The following table sets forth details of our capital commitments as of the dates indicated: As of December 31, As of April 30, 2022 2023 2024 2025 (RMB in thousands) Contracted for acquisition of property, plant and equipment, intangible assets and other long-term assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118462,675 635,969 529,035 645,735 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118462,675 635,969 529,035 645,735 FINANCIAL INFORMATION – 426 – --- page 437 --- CAPITAL EXPENDITURES We calculate capital expenditures as additions of construction in progress, machinery and equipment, buildings and building improvements and other equipment. Our capital expenditures during the Track Record Period reflect our expansion investments to support our expected future growth. The table below outlines our capital expenditures for the years or periods indicated: Y ear ended December 31, Four months ended April 30, 2022 2023 2024 2025 (RMB in thousands) Additions of Construction in progress /H1118/H1118/H1118/H1118/H11181,246,470 1,178,396 1,475,426 496,532 Machinery and equipment /H1118/H1118/H1118/H1118308,807 387,777 559,544 42,956 Buildings and building improvements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,509 132,977 60,889 14,653 Other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118225,176 184,739 200,863 40,058 Land and land improvements /H1118/H111843,770 30,594 34 3,660 Leasehold improvements /H1118/H1118/H1118/H1118/H11183,249 14,633 33,172 11,307 Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,979 10,239 8,315 2,889 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,850,960 1,939,355 2,338,243 612,055 CONTINGENT LIABILITIES As of April 30, 2025, we were not subject to any material contingent liabilities. OFF-BALANCE SHEET ARRANGEMENTS As of April 30, 2025, we did not have any outstanding off-balance sheet arrangements. MATERIAL RELATED PARTY TRANSACTIONS For details about our related party transactions during the Track Record Period, see note 36 to the Accountants’ Report in Appendix I to this prospectus. We enter into transactions with our related parties from time to time. Our Directors are of the view that each of the related party transactions set out in note 36 to the Accountants’ Report in Appendix I to this prospectus was conducted in the ordinary course of business on an arm’s length basis and on normal commercial terms between the relevant parties. Our Directors are also of the view that our related party transactions during the Track Record Period would not distort our track record results or cause our historical results to become non-reflective of our future performance. FINANCIAL INFORMATION – 427 – --- page 438 --- KEY FINANCIAL RATIOS The following table sets forth a summary of our key financial ratios for the periods indicated: Y ear ended/As of December 31, Four months ended/ As of April 30, 2022 2023 2024 2025 Gross profit margin (%) /H1118/H1118/H111811.1 14.5 16.2 17.8 EBITDA margin (non-IFRS measure) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.4 10.3 11.1 11.4 Trade and bills receivable turnover days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856.1 54.9 58.7 58.8 Current ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.2 1.2 1.2 1.1 Quick ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.8 0.8 0.8 0.8 Gearing ratio (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867.3 66.4 69.1 69.9 Notes: (1) Gross profit margin is calculated as gross profit for the period divided by revenue and multiplied by 100%. (2) EBITDA margin (non-IFRS measure) is calculated as EBITDA (non-IFRS measure) divided by revenue and multiplied by 100%. (3) Trade and bills receivable turnover days for a year/period equal the average of the opening and closing balance of trade and bills receivable for the relevant year/period divided by the revenue for the relevant year/period and multiplied by the number of days in the relevant year/period, which is 360 days for each year, or 120 days for the four months period. (4) Current ratio is calculated as current assets divided by current liabilities as of the relevant end of period. (5) Quick ratio is calculated as current assets less inventories divided by current liabilities as of the relevant end of period. (6) Gearing ratio is calculated as total liabilities divided by total assets of the period multiplied by 100%. Our gross profit margin increased from 11.1% in 2022 to 14.5% in 2023, and increased to 16.2% in 2024, primarily because of our efforts to enhance cost competitiveness and operational efficiency. Our gross profit margin further increased to 17.8% in the four months ended April 30, 2025, primarily because enhanced operational efficiencies and reduced costs resulting from the consolidation of Senssun. Our current ratio remained stable at 1.2 as of December 31, 2022, 2023 and 2024 and 1.1 as of April 30, 2025. Our quick ratio remained stable at 0.8 as of December 31, 2022, 2023 and 2024 and April 30, 2025. FINANCIAL INFORMATION – 428 – --- page 439 --- Our gearing ratio decreased from 67.3% in as of December 31, 2022 to 66.4% in as of December 31, 2023, primarily due to an increase in total assets, which was mainly attributable to (i) an increase in trade and other receivables of RMB913.4 million and (ii) an increase in prepayment and other assets of RMB1,301.0 million; partially offset by an increase in our total liabilities, which was mainly attributable to an increase in trade and other payables of RMB1,141.1 million. Our gearing ratio then increased from 66.4% in as of December 31, 2023 to 69.1% in as of December 31, 2024, primarily due to an increase in our total liabilities, which was mainly attributable to (i) an increase in our loans and borrowings of RMB4,082.7 million and (ii) an increase in trade and other payables of RMB1,598.1 million; partially offset by an increase in our total assets, which was mainly attributable to (i) an increase in property, plant and equipment of RMB2,247.3 million, (ii) an increase in goodwill of RMB1,669.3 million and (iii) an increase in inventories of RMB1,255.1 million. Our gearing ratio then increased from 69.1% as of December 31, 2024 to 69.8% as of April 30, 2025, primarily due to an increase in loans and borrowings as we leveraged low-interest rates to enhance liquidity and support our business needs, including increasing our holdings in Senssun, share repurchases, refinancing, production expansion and overseas operations. FINANCIAL RISK MANAGEMENT We are exposed to a variety of financial risks, including credit risk, liquidity risk, interest rate risk and currency risk, as set out below. We manage and monitor these exposures to ensure appropriate measures are implemented on a timely and effective manner. For details, see note 34 to the Accountants’ Report in Appendix I to this prospectus. Credit Risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. Our credit risk is primarily attributable to accounts receivable, contract assets or other financial assets including the risk that receivables will be collected late or not at all if a customer or another contractual party does not fulfill its contractual obligations. Our exposure to credit risk arising from cash and restricted bank deposits and bills receivable is limited because the counterparties are banks and financial institutions with high credit standing, for which we consider to have low credit risk. We do not provide any guarantees which would expose us to credit risk. Liquidity Risk Individual operating entities within our Group are responsible for their own cash management, including the short-term investment of cash surpluses and the raising of loans to cover expected cash demands, subject to approval by the parent company’s board when the borrowings exceed certain predetermined levels of authority. Our policy is to regularly monitor its liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient reserves of cash and readily realizable marketable securities and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term. FINANCIAL INFORMATION – 429 – --- page 440 --- Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our interest rate risk arises primarily from bank loans. Interest-bearing financial instruments at variable rates and at fixed rates expose us to cash flow interest rate risk and fair value interest rate risk, respectively. Currency Risk We are exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables and borrowings are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily the EUR, Chinese Y uan (CNY) and United States Dollars (USD). The currencies in which these transactions are primarily denominated are New Lei (RON), Peso (MXN), Y en (JPY), Baht (THB), Pound (GBP), Won (KRW), Russian (RUB), Poland (PLN), Hungarian (HUF), Uruguay (UYU), Argentina (ARS), Singapore (SGD), Swedish (SEK), Switzerland (CHF), Czech Koruna (CZK). DIVIDENDS AND DIVIDEND POLICY Our Company declared dividends of RMB136.8 million, RMB365.5 million, RMB360.0 million and nil in respect of the financial years ended December 31, 2022, 2023, 2024 and the four months ended April 30, 2025, representing dividend payout ratios of 34.7%, 33.7%, 37.5% and nil, respectively. Dividend payout ratio is calculated by dividing our dividend paid in respect of a financial year by the net profit for the year attributable to the equity shareholders of the Company of the same year. As of the Latest Practicable Date, we have paid the dividends declared in respect of the financial years ended December 31, 2022, 2023 and 2024 in full. See note 33(b) to the Accountants’ Report in Appendix I to this prospectus. After completion of the Global Offering, our Shareholders will be entitled to receive any dividends we declare. We may distribute dividends by way of shares or cash, or a combination of both shares and cash. Pursuant to our Articles of Association, our Board may declare dividends in the future after taking into account our results of operations, financial condition, cash requirements and availability and other factors as it may deem relevant at such time. Any declaration and payment as well as the amount of dividends will be subject to our constitutional documents, applicable PRC Law and approval by our Shareholders. We intend to distribute cash dividends to our Shareholders at least on an annual basis, subject to the discretion of our Directors in accordance with our Articles of Association and the applicable laws and regulations in the PRC and Hong Kong. Subject to applicable laws and regulations and our Articles of Association, our dividend policy is to typically distribute cash dividends to our Shareholders of no less than 30% of our distributable profits for any particular year. Our Company may distribute dividends in cash, stocks or a combination of cash and stocks, and give priority to profit distribution in cash, where eligible. Our Company mainly adopts a profit distribution policy of cash dividends. When distributing dividends, the Board shall take into account factors such as the characteristics of the industry we are engaged in, the FINANCIAL INFORMATION – 430 – --- page 441 --- stage of development, our business model, the level of profitability, the ability to repay debts, whether there are arrangements for major capital expenditures, and returns to investors. The Board should assess the stage of development that we are in and the arrangements for significant capital expenditure and, in accordance with the procedures stipulated in the Articles of Association of our Company, put forward a differentiated cash dividend policy. The stage of development that we are in shall be determined by the Board according to specific circumstances. When our Company’s accumulated undistributed profits exceed 120% of the total share capital of our Company, we may distribute profits in the form of stock dividends. See “Appendix V — Summary of the Articles of Association — Financial and Accounting Systems, Profit Distributions and Auditing — Profit Distributions.” Our future declarations of dividends may not be in line with our historical declaration of dividends and will be subject to the approval of our Shareholders. See “Risk Factors — Risks Relating to the Global Offering — Our historical dividends may not be indicative of our future dividend policy, and there can be no assurance whether and when we will pay dividends in the future” in this prospectus. DISTRIBUTABLE RESERVES As of April 30, 2025, our Company had retained earnings of RMB189.7 million. Our retained earnings represented the distributable reserves available for distribution to our Shareholders. LISTING EXPENSES Listing expenses consist of professional fees, underwriting commissions and other fees incurred in connection with the Global Offering. Based on an indicative offer price of HK$23.60 per Offer Share, we expect to incur listing expenses of approximately HK$201.8 million assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised), which accounts for approximately 5.5% of the gross proceeds from the Global Offering. We estimate the listing expenses to consist of approximately HK$117.1 million in underwriting fees and HK$84.7 million in non-underwriting fees. Among the total listing expenses, approximately HK$192.3 million will be directly attributable to the issue of our Shares, which will be deducted from equity upon the completion of the Global Offering. The remaining HK$9.5 million listing expenses will be expensed in our consolidated statements of comprehensive income, among which HK$0.7 million has already been recognized during the four months ended April 30, 2025. Our Directors do not expect such expenses to materially impact our results of operations. UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS See Appendix II to this prospectus for details on our unaudited pro forma adjusted consolidated net tangible assets. FINANCIAL INFORMATION – 431 – --- page 442 --- NO MATERIAL ADVERSE CHANGE Our Directors confirm that, as of the date of this prospectus, there has been no material adverse change in our financial or trading position, indebtedness, mortgages, contingent liabilities, guarantees or prospects since April 30, 2025, the end of the period reported on the Accountants’ Report in Appendix I to this prospectus. DISCLOSURE REQUIRED UNDER THE LISTING RULES We confirm that, as of the Latest Practicable Date, there were no circumstances that would give rise to disclosure required under Rules 13.13 to 13.19 of the Listing Rules. FINANCIAL INFORMATION – 432 – --- page 443 --- FUTURE PLANS See “Business — Our Strategies” in this Prospectus for a detailed description of our future plans. USE OF PROCEEDS Assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised, after deducting the underwriting commissions and other estimated offering expenses payable by us in connection with the Global Offering, and assuming an Offer Price of HK$23.60 per Share (being the maximum Offer Price), we estimate that we will receive net proceeds of approximately HK$3,458.5 million from the Global Offering. We intend to use the proceeds from the Global Offering for the purposes and in the amounts set forth below:  Approximately 35.0% of the net proceeds, or HK$1,210.5 million, is expected to be used to enhance our leadership position in the intelligent automotive technology industry, capturing transformative opportunities in the downstream automotive industry by investing in the research, development and commercialization of our automotive intelligence solutions and cutting-edge technologies. Specifically: /H11568Approximately 20.0% of the net proceeds, or HK$691.7 million, is expected to be used for the further development and commercialization of our automotive intelligence solutions, including cockpit, driving and integrated domain controllers and 5G-A/5.5G smart connectivity technology.  Approximately 10.0% of the net proceeds, or HK$345.9 million, is expected to be used for further accelerating the continuous advancement in the R&D and commercialization of our cockpit domain controllers and automotive integrated domain controllers, including cockpit-driving fusion domain controllers and CCUs. We plan to develop cockpit domain controllers able to support multiple video outputs, multiple operating systems, immersive HMI features and AI interactive features. With the technological development of advanced chips in the recent years and shifting trend of automotive electronic architectures from distributed to centralized designs, automotive integrated domain controllers will be widely utilized. We plan to develop our cockpit-driving fusion domain controllers based on a single-chip platform to offer a comprehensive solution that integrates intelligent driving, intelligent interaction and multi-scenario experiences, while reducing the number of hardware modules and lowering system complexity. Further, we plan to develop CCUs that are compatible with mainstream intelligent automotive chip products, offering a fully redundant platform with high cost- effectiveness. This will enable cross-domain data integration and coordinated control of functions such as cockpit intelligent interaction, FUTURE PLANS AND USE OF PROCEEDS – 433 – --- page 444 --- intelligent driving and smart connectivity, thereby enhancing system response speed and overall integration of vehicle functionality. These solutions are also designed to offer cross-platform middle-ware foundations enabling efficient software development by our customers. We expect to continually invest in this area in the next three years. We plan to retain, expand and strengthen our R&D team with competitive compensations. With respect to new hires for R&D talents, we expect to recruit approximately 10 to 20 software architects, software engineers and system engineers each year with comprehensive experiences in the areas of system design, algorithms and safety functionalities for the development of cockpit domain controllers, cockpit-driving fusion domain controllers and CCUs. We also plan to purchase R&D equipment to enhance the quality and efficiency of our R&D process, mainly including field testing equipment, passenger vehicle test cars and various testing and analytical instruments, as well as software such as autosar toolchain. The market size of the global intelligent cockpit domain control system reached RMB52.3 billion in 2023, and is expected to increase to RMB148.3 billion in 2028, representing a CAGR of 21.5% from 2025. As an upgrade to the intelligent cockpit domain controllers, a new generation of fusion domain controllers offer a comprehensive solution that integrates intelligent driving, intelligent interaction and multi-scenario experiences, while reducing the number of hardware modules and lowering system complexity. This cockpit-driving domain controller integrates certain functions of the driving assistance domain and cockpit entertainment domain with a unified computing platform, and can simultaneously handle dashboard displays, head-up display controls and ADAS perception and decision-making, enabling data sharing (such as using navigation and sensor data for both assisted driving and augmented reality cockpit displays) and improving the consistency of the user experience. Such functionalities are highly desirable in light of the development of intelligent cockpits centering on user needs and experience, and consumers’ diverse demands for intelligent mobility. As the centralized computing platform supporting all domain functionalities of intelligent vehicles, CCUs have substantial market potential in the shifting trend of automotive electronic architectures from distributed to centralized designs, and OEMs are increasingly inclined to adopt new domain controller solutions to reduce wiring harnesses, reduce weight and enhance vehicle intelligence levels. FUTURE PLANS AND USE OF PROCEEDS – 434 – --- page 445 ---  Approximately 5.0% of the net proceeds, or HK$172.9 million, is expected to be used for R&D and commercialization of domain controllers for L2+ and above advanced intelligent driving. Our goal in the development and commercialization of advanced intelligent driving domain controllers is to provide customers with cost-effective solutions on a full-redundancy safety platform. We expect to continually invest in this area in the next three years, with plans to recruit approximately 30 to 50 R&D personnel each year, including software architects, software engineers, senior algorithm engineers and system architects with work experience in the area of algorithms, software and systems for the development of autonomous driving domain controllers. We also plan to purchase R&D equipment and software, such as passenger vehicle test cars, simulation and test vehicles, prototype manufacturing equipment, various testing instruments, autosar toolchain and prescan software, to enhance the quality and efficiency of our R&D process. Intelligent driving domain controllers, as the core computational hubs for decision-making, represent the fastest-growing segment, driven by the automotive shift toward domain control and widespread adoption of intelligent driving features. The market size of the intelligent driving domain controller industry reached RMB63.5 billion globally and RMB25.1 billion in China in 2023 and is expected to grow to RMB300.2 billion and RMB114.4 billion by 2028, accounting for nearly 40% of the intelligent driving solution market.  Approximately 5.0% of the net proceeds, or HK$172.9 million, is expected to be used for the development and commercialization of 5G-A/5.5G smart connectivity technology, including a series of V2X products designed around 5G-V2X connectivity solutions, communication modules and integrated digital intelligent antennas. V ehicle-to-everything synergy will be added to the E/E architecture with certain flexibility, supporting CSAE Day1 and Day2 V2X scenarios and complying with V2X standards on a global scale. Our intelligent antenna enables satellite communication and is equipped with NR-V2X functions to support customized development services based on the R&D platform to meet the needs of global vehicle manufacturers, such as remote vehicle control, E-Call and B-Call. We expect to continually invest in this area in the next two and a half years. We plan to retain, expand and strengthen our R&D team with competitive compensations. With respect to new hires for R&D talents, we expect to recruit approximately 10 to 20 hardware engineers, software architects, software engineers and system engineers each year with FUTURE PLANS AND USE OF PROCEEDS – 435 – --- page 446 --- comprehensive experiences in automotive communications, automotive embedded development and design, and automotive ECUs development. We also plan to purchase R&D equipment such as electromagnetic compatibility testing systems, as well as software. With enhanced network reliability, 5G-A/5.5G will also support V2X communication on a broader scale, enabling safer, more intelligent road environments. Driven by the rapid development of smart connectivity technologies and the growing emphasis by automobile manufacturers on OTA capabilities, the installation volume and rate of smart connectivity terminals in passenger vehicles continue to rise. These terminals facilitate seamless communication between vehicles and external networks, enabling key functions such as remote control and real-time data transmission. From 2021 to 2023, the market size of the global 5G smart connectivity terminal industry has increased from RMB0.1 billion to RMB1.6 billion. It is expected that the market size of the global 5G smart connectivity terminal industry will increase to RMB36.8 billion in 2028. As road intelligence increases, more high-precision sensors are expected to be deployed in roadside infrastructure, reducing hardware requirements for autonomous vehicles. This multi-sensor fusion between vehicles and roads will improve the effectiveness and accuracy of vehicle perception. In addition, the future of communication modules is moving toward an integrated on-board solution, incorporating 5G, V2X, GNSS and Wi-Fi functions. This integration will enable real-time data transmission and processing, enhancing driving safety and comfort. Furthermore, integrated digital intelligent antennas will play a crucial role in optimizing signal transmission and reception. These antennas, capable of handling multiple signal types such as 4G/5G, GNSS and Wi-Fi simultaneously, will significantly improve communication reliability and coverage, ensuring stable and efficient connections for smart vehicles. /H11568Approximately 10.0% of the net proceeds, or HK$345.9 million, is expected to be used for the development and commercialization of integrated automotive power electronics products. Targeting to meet the demand of new energy vehicles for 400V/800V high-voltage electrical architecture, we aim to develop 7.2kw/11kw OBC/DCD/BOOSTER integrated automotive power electronics products. Utilizing the latest technologies, such products will achieve optimal product size, power density and cost efficiency. FUTURE PLANS AND USE OF PROCEEDS – 436 – --- page 447 --- We expect to continually invest in this area in the next five years. We plan to retain and strengthen our existing R&D team with competitive compensations and purchase mechanical equipment such as vibration fixture, electromagnetic compatibility equipment such as 400V platform direct current resistance loads, hardware equipment such as direct current power supplies and alternating current power supplies, and various software tools. As the industry progresses from 400V to 800V platform, the related supply chain is set to experience new growth opportunities. During this transition, it is crucial to ensure the seamless integration of both high- and low-voltage components. Consequently, the demand for on-board power electronics, such as Boosters and DC/DC converters, is expected to rise steadily in the coming years. To meet automobile manufacturers’ demands for higher voltage platforms, suppliers specializing in on-board power electronics are expected to increase their R&D investments, driving technological innovation to improve conversion efficiency and system stability. The global on-board power electronics market, in terms of revenue, is projected to increase to RMB147.1 billion in 2028. The market size of global DC/DC converters and OBCs industries is expected to increase to RMB47.0 billion and RMB93.9 billion in 2028, respectively. The market size of global Boosters in terms of revenue is expected to reach RMB6.2 billion in 2028. /H11568Approximately 5.0% of the net proceeds, or HK$172.9 million, is expected to be used for the development and commercialization of next-generation automotive high-power wireless charging systems that meet national standards, including wall-end, ground-end and vehicle-end components with a power level of 11kW. These systems feature metal object detection and living object detection functions. We expect to continually invest in this area in the next five years. We plan to retain, expand and strengthen our R&D team with competitive compensations. With respect to new hires for R&D talents, we expect to recruit approximately 20 software engineers, hardware engineers, structural engineers, magnetic device engineers, electromagnetic compatibility engineers and thermal management engineers, with experiences in the R&D of electrical systems for new energy vehicles or power electronics products in the energy storage and photovoltaic industries. We also plan to purchase R&D equipment for the development of wireless charging systems, including three-axis testing benches, direct current load instruments, temperature-controlled liquid cooling test equipment, power analyzers and various software tools. As a cutting-edge technology, wireless charging eliminates the inconvenience of physical connectors, enhances charging automation and improves durability by reducing wear and tear. In the future, adoption of high-power wireless charging technology could enable seamless urban charging infrastructures, dynamic charging on highways and greater integration with smart grids, driving the next phase of electrified mobility with increased convenience and efficiency. FUTURE PLANS AND USE OF PROCEEDS – 437 – --- page 448 ---  Approximately 35.0% of the net proceeds, or HK$1,210.5 million, is expected to be used for improving our manufacturing capacities and cost efficiency, and optimizing our supply chain management. The table below sets forth our proposed allocation of net proceeds for the construction and expansion of our manufacturing facilities: Manufacturing facilities Products to be manufactured Planned production capacity Construction commencement time Estimated completion time (per year) Innovative industrial base in Zhejiang Province, China /H1118/H1118 Automotive intelligence solutions, E-mobility, HMI, automotive safety solutions and other automotive parts To be determined based on production demand at a later stage May 2024 March 2028 Airbag manufacturing facility in Zhejiang Province, China (phase I) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Components for airbag inflators, including igniters and gas generant 20 million units of igniters and 550 tons of gas generant March 2025 December 2025 Airbag manufacturing facility in Zhejiang Province, China (phase II) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Components for airbag inflators, including igniters, gas generant and micro gas generators 30 million units of igniters, 500 tons of gas generant and 20 million sets of micro gas generators September 2029 July 2030 Airbag manufacturing facility in the Philippines /H1118/H1118/H1118/H1118/H1118/H1118 Airbags and airbag textiles 10 million sets of airbags and 15 million meters of airbag textiles January 2025 February 2026 /H11568Approximately 20.0% of the net proceeds, or HK$691.7 million, is expected to be used for constructing a comprehensive innovative industrial base in Zhejiang Province, China for the development and production of automotive intelligence solutions, E-mobility, HMI, automotive safety solutions and other automotive parts. As China became the world’s largest automobile exporting country in 2023, according to Frost & Sullivan, constructing a comprehensive innovative industrial base in China offers strategic advantages to leverage China’s advanced expertise in automotive electronics and safety solutions, along with its well-established industry value chain and cost efficiencies. FUTURE PLANS AND USE OF PROCEEDS – 438 – --- page 449 --- China accounted for 32.2% of global automobile sales in 2023, making it the largest automotive market worldwide. China also has the largest NEV market globally in 2023 in terms of sales volume, with a total sales volume reaching 9.4 million units, accounting for 62.2% of global sales, followed by Europe and the United States, accounting for 20.2% and 9.3% of global sales, respectively. Looking forward, the global NEVs sales volume is expected to increase to 38.0 million units in 2028, and China will still be the largest NEV market in terms of sales volume by 2028. Expanding our manufacturing capabilities in China positions us to efficiently capture the growing demand and opportunities in both the domestic and global NEV markets. /H11568Approximately 5.0% of the net proceeds, or HK$172.9 million, is expected to be used for expanding a manufacturing facility in Zhejiang Province, China for production of components for airbag inflators, including igniters, gas generant and micro gas generators. Our operations at this manufacturing facility have traditionally focused on the production of airbag inflators. In 2024, the utilization rate of this manufacturing facility in China was over 90%. Our expansion of this facility introduces the in-house manufacturing of igniters and micro gas generators, while also enhancing our production capacity for gas generant. Developing in-house capabilities for manufacturing components for airbag inflators will significantly reduce purchase costs. China has recently advanced in the capability to produce gas generant for airbags with an improved formula and a well-established supply chain. With China’s abundant supply of local raw materials, low labor costs and improved production formulas, we gain access to lower manufacturing expenses compared to Europe and the Americas. As a result, expanding our production in China for igniters, gas generant and micro gas generators enables us to reduce production costs and increase manufacturing efficiency. This vertical integration strategy allows us to transition from purchasing components for manufacturing airbag inflators to producing the majority of such components in-house, resulting in substantial cost savings due to the lower manufacturing costs compared to previous purchase prices. Additionally, operating in China continues to provide cost advantages. /H11568Approximately 5.0% of the net proceeds, or HK$172.9 million, is expected to be used for expanding our manufacturing capacities for airbags and airbag textiles, strengthening our control over key components and enhancing cost efficiency by expanding our production base in the Philippines to leverage geographical and supply chain and cost advantages. FUTURE PLANS AND USE OF PROCEEDS – 439 – --- page 450 --- The airbag market accounts for a substantial portion of the global automotive passive safety industry and is experiencing increasing demand. In 2024, the global market size for airbags in terms of revenue was RMB81.0 billion, capturing 50.5% of the market share in the global automotive passive safety industry, according to Frost & Sullivan. It is projected that the revenue of the global airbag market will reach RMB113.0 billion in 2029. In 2024, the utilization rate of this airbag manufacturing facility in Southeast Asia was over 90%. Our expansion of this manufacturing facility in South East Asia will provide us with a strategic advantage, with access to competitive labor costs, and enable us to achieve enhanced manufacturing efficiency. /H11568Approximately 5.0% of the net proceeds, or HK$172.9 million, is expected to be used for improving our supply chain capabilities. We plan to: (i) adopt a cloud-based global supply chain collaboration system; (ii) mobilize our domestic and overseas staff to help suppliers build production facilities around the world in coordination with our expansion by sharing our knowledge and experiences in site selection, construction project management, supply chain resources and local regulatory practice, thereby strengthening the integration of China’s local advantages with global supply chain resources to cultivate local suppliers overseas. The suppliers we assist in establishing facilities at customer locations are typically those with whom we have long-term cooperations in China and who possess leading advantages in technology, cost efficiency and product quality. Helping these suppliers set up overseas facilities also promotes closer business collaborations, optimizes our supply chain overseas and enhances our competitiveness in terms of product value and cost-effectiveness; (iii) explore, identify and foster oversea suppliers on a greater scale to support our global expansion in synergy with our suppliers; and (iv) collaborate with professional parties to improve the ESG practice and sustainable development throughout our supply chain, including conducting ESG trainings and risk evaluation on our suppliers.  Approximately 10.0% of the net proceeds, or HK$345.9 million, is expected to be used for expanding our overseas business presence and collaborating with OEM customers in overseas expansion. Specifically: /H11568Approximately 5.0% of the net proceeds, or HK$172.9 million, is expected to be used for enhancing after-sale support and customer services for our Chinese OEM customers in their overseas business by optimizing our global business and office network and investing in employees dedicated to overseas markets. This includes establishing offices in strategic locations such as Miskolc, Hungary; Jundiaí, Brazil; Tangier, Morocco; and the Java Peninsula, Indonesia. As Chinese OEM brands have increasingly explored more international markets in recent years, our existing global presence serves as a valuable asset in better supporting our customers in their international expansion while also broadening our international footprint. It is common for Tier 1 auto parts FUTURE PLANS AND USE OF PROCEEDS – 440 – --- page 451 --- suppliers to follow the expansion of OEM brands by establishing offices or entering relevant overseas markets, in order to provide better after-sale support and promote industrial collaboration, according to Frost & Sullivan. For industry landscape and government policies of countries that have attracted investment interest from Chinese OEMs and component manufacturers, see “Industry Overview — Overview of Automotive Markets in Overseas Countries.” /H11568Approximately 5.0% of the net proceeds, or HK$172.9 million, is expected to be used for enhancing global brand awareness, strengthening the promotion and sales of automotive intelligence solutions in overseas markets by actively participating in various industry fairs and exhibitions, forums and conferences in China and overseas, such as Shanghai International Automobile Industry Exhibition, Internationale Automobil-Ausstellung Mobility in Germany, Consumer Electronics Show in the US, Automobil Congress Elektronik and Automotive Europe. We also plan to continue to participate in various technology exhibitions held by our OEM customers. By engaging in these customer-facing promotional activities designed to directly interact with customers and industry partners, we are able to present our readily available products and solutions, as well as cutting-edge technology solutions in line with market trends, thus enhancing our market presence and fostering stronger relationships with stakeholders in the global automotive industry.  Approximately 10.0% of the net proceeds, or HK$345.9 million, is expected to be used for potential investment, and merger and acquisition opportunities in targets with technology specialties, business operations and brand profiles complementary to our business, aiming to reinforce our market position in the electrification and intelligence trend of the automotive industry. We will seek investment opportunities in the area of (i) smart vehicles, including advanced autonomous driving applications and intelligent cockpit, (ii) advanced sensors, including six-axis force sensors, inertial measurement units, ultrasonic radar, millimeter-wave radar, vehicle cameras and cutting-edge new energy management technologies, (iii) integration of AI application in automotive domain controllers for intelligent cockpit and intelligent driving, (iv) development of autonomous driving software and hardware to be applied on Robotaxi, (v) development of software and hardware for integrated vehicle-road-cloud system, and (vi) automotive safety and automotive electronic products to be applied on eVTOLs. Our selection criteria prioritizes companies with the potential for synergistic integration with our existing business in terms of products and technology capabilities. Additionally, the target should have a robust track record of business operation and innovation, and meet one or more of the following criteria: (i) having high-quality customer resources supplementary to our current customer base in terms of geographical coverage and customer type, helping us further expand our market share in the automotive parts industry, or enhance our existing customer FUTURE PLANS AND USE OF PROCEEDS – 441 – --- page 452 --- relationships by bringing in new business opportunities especially in the aforementioned six areas; (ii) having technologically mature products that are beyond the concept stage, which are already validated, generally accepted by the market and recognized in the industry; (iii) having products that are of high quality and stability and highly compatible with our products; (iv) possessing cutting-edge technology that reflects market trends, exceeding current market standards or addressing existing technical challenges; and (v) demonstrating technological advancement, with research and development expenditure and number of patents exceeding the industry average of comparable companies and key research and development personnel with prestigious academic backgrounds, work experience at industry-leading companies or institutions or successful commercialization experiences. Depending on the size of the target, we will consider acquiring a minority stake in larger targets or a controlling stake in small to medium-sized targets. Accordingly, we plan to fund part of the potential acquisitions with the proceeds from the Global Offering, while financing the shortfall through internally generated cash from our business operations and/or external financing. According to Frost & Sullivan, there are over 500 available targets which fit our criteria. As of the Latest Practicable Date, we had not identified any specific acquisition targets and were not in ongoing negotiations with any specific acquisition targets.  Approximately 10.0% of the net proceeds, or HK$345.9 million, is expected to be used for working capital and for general corporate purposes. 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. To the extent that the net proceeds of the Global Offering are not immediately used for the above purposes or if we are unable to effect any part of our future development plans as intended, we may deposit such funds 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 jurisdictions) for so long as it is deemed to be in the best interests of the Company. In such an event, we will comply with the appropriate disclosure requirements under the Listing Rule. FUTURE PLANS AND USE OF PROCEEDS – 442 – --- page 453 --- HONG KONG UNDERWRITERS China International Capital Corporation Hong Kong Securities Limited UBS AG Hong Kong Branch (in alphabetical order) GF Securities (Hong Kong) Brokerage ABCI Securities Company Limited China Renaissance Securities (Hong Kong) Limited UNDERWRITING This prospectus is published solely in connection with the Hong Kong Public Offering. The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional basis. The International Offering is expected to be fully underwritten by the International Underwriters subject to the terms and conditions of the International Underwriting Agreement. If, for any reason, the Offer Price is not agreed between the Overall Coordinators (for themselves and on behalf of the Underwriters) and our Company, the Global Offering will not proceed and will lapse. The Global Offering comprises the Hong Kong Public Offering of initially 15,510,000 Hong Kong Offer Shares and the International Offering of initially 139,590,000 International Offer Shares, subject, in each case, to the reallocation on the basis as described in “Structure of the Global Offering” as well as to the Offer Size Adjustment Option and the Over-allotment Option in the case of the International Offering. UNDERWRITING ARRANGEMENTS AND EXPENSES Hong Kong Public Offering Hong Kong Underwriting Agreement Pursuant to the Hong Kong Underwriting Agreement, we are offering the Hong Kong Offer Shares (subject to reallocation) for subscription by the public in Hong Kong in accordance with the terms and conditions of this prospectus and the Hong Kong Underwriting Agreement at the Offer Price. Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal in, the H Shares to be issued as mentioned in this prospectus (including the additional H Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option) on the Main Board of the Stock Exchange and such approval not having been withdrawn and (b) certain other conditions set forth in the Hong Kong Underwriting Agreement (including the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and our Company agreeing upon the Offer Price) being satisfied (or, as the case may be, waived), the Hong Kong Underwriters have agreed severally but not jointly to procure subscribers for, or themselves to subscribe for, their respective applicable portions of the Hong Kong Offer Shares in aggregate, now being offered which are not taken up under the Hong Kong Public Offering on the terms and conditions of this prospectus and the Hong Kong Underwriting Agreement. UNDERWRITING – 443 – --- page 454 --- The Hong Kong Underwriting Agreement is conditional on and subject to, among other things, the International Underwriting Agreement having been executed and becoming unconditional and not having been terminated in accordance with its terms. Grounds for termination The Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) may in their absolute discretion and upon giving notice in writing to our Company, terminate the Hong Kong Underwriting Agreement with immediate effect if at any time prior to 8:00 a.m. on the Listing Date: (1) there develops, occurs, exists or comes into force: (i) any new law or regulation or any change or development involving a prospective change or any event or series of events or circumstances likely to result in a change or a development involving a prospective change in existing laws or regulations, or the interpretation or application thereof by any court or any competent authority in or affecting Hong Kong, the PRC, the United States, the United Kingdom, the European Union (or any member thereof) Japan, Philippines, Mexico, Brazil, Singapore, or other jurisdictions relevant to our Group or the Global Offering (each a “ Relevant Jurisdiction ” and collectively, the “ Relevant Jurisdictions ”); or (ii) any change or development involving a prospective change, or any event or series of events or circumstances likely to result in a change or prospective change, in any local, national, regional or international financial, political, military, industrial, economic, fiscal, legal, regulatory, currency, credit or market conditions or sentiments, taxation, equity securities or currency exchange rate or controls or any monetary or trading settlement system, or foreign investment regulations (including, without limitation, a devaluation of the Hong Kong dollar, United States dollar or Renminbi against any foreign currencies) or other financial markets (including, without limitation, conditions and sentiments in stock and bond markets, money and foreign exchange markets, the inter-bank markets and credit markets) in or affecting any Relevant Jurisdictions, or affecting an investment in the Offer Shares; or (iii) any event or series of events, or circumstances in the nature of force majeure (including, without limitation, any acts of government, declaration of a regional, national or international emergency or war, calamity, crisis, economic sanctions, strikes, labor disputes, other industrial actions, lock-outs, fire, explosion, flooding, tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public disorder, paralysis in government operations, acts of war, epidemic, pandemic, outbreak or escalation, mutation or aggravation of diseases, accident or interruption or delay in transportation local, national, UNDERWRITING – 444 – --- page 455 --- regional or international outbreak or escalation of hostilities (whether or not war is or has been declared), act of God or act of terrorism (whether or not responsibility has been claimed), in or affecting any of the Relevant Jurisdictions; or (iv) The imposition or declaration of any moratorium, suspension or limitation (including without limitation, any imposition of or requirement for any minimum or maximum price limit or price range) on (i) the trading in shares or securities generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Tokyo Stock Exchange, the Singapore Stock Exchange, the New Y ork Stock Exchange, the NASDAQ Global Market or the London Stock Exchange; or (ii) the trading in any securities of the Company listed or quoted on a stock exchange or an over-the-counter market; or (v) The imposition or declaration of any general moratorium on banking activities in or affecting any of the Relevant Jurisdictions or any disruption in commercial banking or foreign exchange trading or securities settlement or clearing services, procedures or matters in or affecting any of the Relevant Jurisdictions; or (vi) other than with the prior written consent of the Overall Coordinators, the issue or requirement to issue by the Company of a supplement or amendment to the prospectus or other documents in connection with the offer and sale of the Offer Shares pursuant to the Companies (Winding Up and Miscellaneous Provisions) Ordinance or the Listing Rules or upon any requirement or request of the Stock Exchange and/or the SFC; or (vii) the commencement by any authority or other regulatory or political body or organization of any public action or investigation against a Group company or a director, supervisor or senior management member of the Company the as named in the Prospectus or announcing an intention to take any such action; or (viii) the imposition of sanctions or export controls in whatever form, directly or indirectly, on or relevant to any Group company 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 (ix) any valid demand by creditors for payment or repayment of indebtedness of any member of the Group or in respect of which any member of the Group is liable prior to its stated maturity; or UNDERWRITING – 445 – --- page 456 --- (x) any non-compliance of the prospectus (or any other documents used in connection with the contemplated offering, allotment, issue, subscription or sale of any of the Offer Shares), the CSRC Filings or any aspect of the Global Offering with the Listing Rules or any other applicable laws; or (x) that the Chairman of the Board, any Director, any Supervisor or any member of senior management of the Company named in the Prospectus seeks to retire, or is removed from office or vacating his/her office; or (xi) any Director, any Supervisor or any member of senior management of the Company named in the Prospectus is being charged with an indictable offence or prohibited by operation of law or otherwise disqualified from taking part in the management or taking directorship or supervisorship of a company or any litigation, dispute, legal action, claim, investigation or other action (including arrest or detainment) or proceedings being commenced by an Authority, threatened or instigated against any Group Company, any Director, any Supervisor or any member of senior management of the Company named in the Prospectus; or (xii) an order or petition is presented for the winding-up or liquidation of any member of the Group, or any member of the Group makes any composition or arrangement with its creditors or enters into a scheme of arrangement or any resolution is passed for the winding-up of any member of the Group or a provisional liquidator, receiver or manager is appointed over all or part of the assets or undertaking of any member of the Group or anything analogous thereto occurs in respect of any member of the Group; or (xiv) any litigation, dispute, legal action or claim or regulatory or administrative investigation or action being threatened, instigated or announced against any member of the Group or any Director, Supervisor or senior management members as named in the prospectus; or (xv) any contravention by any Group Company or any Director or Supervisor of the Listing Rules or applicable laws; or (xvi) any change or prospective change, or a materialization of, any of the risks set out in the section headed “Risk Factors” in the prospectus, which, in any such case individually or in the aggregate, in the sole and absolute opinion of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters): (a) has or will or may have a material adverse effect UNDERWRITING – 446 – --- page 457 --- (b) has or will or may have a material adverse effect on the success of the Global Offering or the level of applications under the Hong Kong Public Offering or the level of indications of interest under the International Offering; or (c) makes or will make or may make it impracticable, inadvisable, inexpedient or incapable for any material part of the Hong Kong Underwriting Agreement, the Hong Kong Public Offering or the Global Offering to be performed or implemented as envisaged, or for the Hong Kong Public Offering and/or the Global Offering to proceed, or to market the Global Offering or the delivery or distribution of the Offer Shares on the terms and in the manner contemplated by the offering documents; 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 (2) there has come to the notice of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters): (i) any statement contained in any of the offering documents, the CSRC filings and/or any notices, announcements, advertisements, communications or other documents issued or used by or on behalf of the Company in connection with the Hong Kong Public Offering (including any supplement or amendment thereto) was, when it was issued, or has become untrue, incorrect, inaccurate 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 material respect or based on untrue, dishonest or unreasonable assumptions or given in bad faith; or (ii) any matter has arisen or has been discovered which would, had it arisen or been discovered immediately before the date of this prospectus, constitute a material omission or misstatement in any Global Offering Document; or (iii) any material breach of, or any event or circumstance rendering untrue or incorrect or misleading in any respect, any of the representations, warranties and undertakings given by the Company in Hong Kong Underwriting Agreement or International Underwriting Agreement (including any supplement or amendment thereto, as applicable); or (iv) any event, act or omission which gives rise or is likely to give rise to any liability of any of the Indemnifying Parties pursuant to the indemnities in Hong Kong Underwriting Agreement or the International Underwriting Agreement (including any supplement or amendment thereto, as applicable); or UNDERWRITING – 447 – --- page 458 --- (v) any breach of any of the obligations or undertakings imposed upon the Company to Hong Kong Underwriting Agreement or the International Underwriting Agreement; or (vi) there is any change or development involving a prospective change, constituting or having a material adverse effect; or (vii) our Company withdraws the prospectus (and/or any other documents used in connection with the subscription or sale of any of the Offer Shares pursuant to the Global Offering) or the Global Offering; or (viii) 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 (ix) any person (other than any of the Joint Sponsors) has withdrawn its consent or sought to withdraw its consent to the issue of any of the Offering Documents, to the issue of the Offering Documents 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 (x) any prohibition on the Company, for whatever reason from offering, allotting, issuing or selling any of the Offer Shares (including H Shares that may be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option) pursuant to the terms of the Global Offering; or (xi) (A) the notice of acceptance of the CSRC filings issued by the CSRC and/or the results of the CSRC filings published on the website of the CSRC is rejected, withdrawn, revoked or invalidated; or (B) other than with the prior written consent of the Overall Coordinators, the issue or requirement to issue by the Company of a supplement or amendment to the CSRC filings pursuant to the CSRC rules or upon any requirement or request of the CSRC; or (xii) that (i) a material portion of the orders placed or confirmed in the bookbuilding process, or (ii) any investment commitment made by any cornerstone investors under the Cornerstone Investment Agreements signed with such cornerstone investors, have been withdrawn, terminated or cancelled, as a result of the payment of the relevant investment amount not being received or settled in the stipulated time and manner or otherwise. UNDERWRITING – 448 – --- page 459 --- Undertakings to the Stock Exchange pursuant to the Listing Rules Undertakings by our Company Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Stock Exchange that, no further Shares or securities convertible into equity securities of our Company (whether or not of a class already listed) may be issued by us or form the subject of any agreement to such 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 (a) pursuant to the Global Offering, the Offer Size Adjustment Option and the Over-allotment Option, if any, or (b) under any of the circumstances provided under Rule 10.08 of the Listing Rules. Undertakings by the Controlling Shareholders Pursuant to Rule 10.07(1) of the Listing Rules, each of the Controlling Shareholders has undertaken to the Stock Exchange and our Company that, except pursuant to the Global Offering (including the Offer Size Adjustment Option and the Over-allotment Option), he/it shall not and shall procure that the relevant registered holder(s) shall not, without the prior written consent of the Stock Exchange or unless otherwise in compliance with the applicable requirement of the Listing Rules: (a) in the period commencing on the date by reference to which disclosure of his/its shareholdings in our Company is made in this prospectus and ending on the date which is six months from the Listing Date (the “ First Six-Month Period ”), either directly or indirectly, dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the securities of our Company in respect of which he/it is shown by this prospectus to be the beneficial owner(s) (the “ Relevant Securities ”); and (b) in the period of six months from the expiry of the First Six-Month Period, either directly or indirectly, dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the securities referred to in paragraph (a) above if, immediately following such disposal or upon the exercise or enforcement of such options, rights, interests or encumbrances, he/it would cease to be a Controlling Shareholder. UNDERWRITING – 449 – --- page 460 --- In addition, pursuant to Note (3) to Rule 10.07(2) of the Listing Rules, each of the Controlling Shareholders has undertaken to the Stock Exchange and our Company that, within the period commencing on the date by reference to which disclosure of its shareholding in our Company is made in this prospectus and ending on the date which is 12 months from the Listing Date, he/it will and will procure that the relevant registered holder(s) will: (i) when he/it pledges or charges any of the Relevant Securities in favor of an authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) pursuant to Note (2) to Rule 10.07 of the Listing Rules, immediately inform our Company of such pledge or charge together with the number of the Relevant Securities so pledged or charged; and (ii) when he/it receives indications, either verbal or written, from the pledgee or chargee of any securities of our Company that any of the pledged or charged securities will be disposed of, immediately inform our Company of such indications. Nothing in the above shall prevent a Controlling Shareholder from pledging or charging his/its Relevant Securities as security for a bona fide commercial loan in accordance with Note (2) to Rule 10.07(2) of the Listing Rules or a share lending arrangement entered into by him/it pursuant to Rule 10.07(3) of the Listing Rules. Our Company will inform the Stock Exchange as soon as it has been informed of the matters referred to in paragraphs (i) and (ii) above by any of the Controlling Shareholders, and subject to the then applicable requirements of the Listing Rules disclose such matters by way of an announcement. Undertakings pursuant to the Hong Kong Underwriting Agreement Undertakings by our Company The Company hereby undertakes to each of the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters that except pursuant to the Global Offering (including pursuant to the Offer Size Adjustment Option and the Over-allotment Option), at any time after the date of the Hong Kong Underwriting Agreement up to and including the date falling six months after the Listing Date (the “ First Six Month Period ”), it will not, without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules: (a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an encumbrance over, or agree to transfer or dispose UNDERWRITING – 450 – --- page 461 --- of or create an encumbrance over, either directly or indirectly, conditionally or unconditionally, or repurchase, any legal or beneficial interest in the share capital or any other securities of our Company or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase any share capital or other equity securities of the Company, as applicable), or deposit any share capital or other equity securities of the Company, as applicable, with a depositary in connection with the issue of depositary receipts; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership (legal or beneficial) of the Shares or any other equity securities of the Company, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any H Shares or other equity securities of the Company, or any interest in any of the foregoing); 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 contract to or agree to do any of the foregoing specified in paragraph (a), (b) or (c) or announce any intention to do so, in each case, whether any of the foregoing transactions is to be settled by delivery of share capital or such equity securities, in cash or otherwise (whether or not the issue of such share capital or other equity securities will be completed within the First Six Month Period). The Company has further agreed that, in the event our Company is allowed to enter into any of the transactions described in paragraph (a), (b) or (c) above or offers to or agrees to or announces any intention to effect any such transaction during the period of six months commencing on the date on which the First Six Month Period expires (the “ Second Six Month Period ”), it will take all reasonable steps to ensure that such an issue or disposal will not, and no other act of our Company will, create a disorderly or false market for any Shares or other securities of our Company. UNDERWRITING – 451 – --- page 462 --- Indemnity Our Company has agreed to indemnify, among others, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters for certain losses which they may suffer, including, amongst others, losses arising from their performance of their obligations under the Hong Kong Underwriting Agreement and any breach by our Company of the Hong Kong Underwriting Agreement. Hong Kong Underwriters’ Interests in our Company Except for their obligations under the Hong Kong Underwriting Agreement, the Hong Kong Underwriters do not have any shareholding interest in our Company or any right or option (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for securities in our Company or any member of our Group. Following the completion of the Global Offering, the Hong Kong Underwriters and their affiliated companies may hold a certain portion of the H Shares as a result of fulfilling their respective obligations under the Hong Kong Underwriting Agreement. International Offering International Underwriting Agreement In connection with the International Offering, it is expected that we will enter into the International Underwriting Agreement with the Controlling Shareholders, the Overall Coordinators and the International Underwriters. Under the International Underwriting Agreement, subject to the conditions set forth therein, the International Underwriters would agree to purchase, or procure subscribers to purchase, the Offer Shares being offered pursuant to the International Offering (subject to, amongst others, any reallocation between the International Offering and the Hong Kong Public Offering). It is expected that the International Underwriting Agreement may be terminated on similar grounds as the Hong Kong Underwriting Agreement. Potential investors are reminded that in the event that the International Underwriting Agreement is not entered into, the Global Offering will not proceed. Offer Size Adjustment Option The Company has an Offer Size Adjustment Option under the Hong Kong Underwriting Agreement, exercisable by the Company with the prior written agreement between the Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) on or before the time of execution of the International Underwriting Agreement and will lapse immediately thereafter. Upon the exercise of the Offer Size Adjustment Option, the Company may issue up to 23,265,000 additional Offer Shares (being 15.0% of the Offer Shares initially available under the Global Offering) at the Offer Price. The Offer Size Adjustment Option provides flexibility for the Overall Coordinators to increase the number of Offer Shares UNDERWRITING – 452 – --- page 463 --- to cover additional market demand. Further details are set out in the section headed “Structure of the Global Offering — International Offering — Offer Size Adjustment Option” in this prospectus. Over-allotment Option Our Company is expected to grant to the International Underwriters, exercisable in whole or in part by the Overall Coordinators at their sole and absolute discretion (for themselves and on behalf of the International Underwriters), the Over-Allotment Option, which will be exercisable from the Listing Date until 30 days after the last day for the lodging of applications under the Hong Kong Public Offering, to require our Company to issue and allot, up to an aggregate of 23,265,000 H Shares, representing no more than 15.0% of the Offer Shares initially available under the Global Offering, assuming that the Offer Size Adjustment Option is not exercised, or 26,754,500 H Shares, representing approximately 15.0% of the Offer Shares being offered under the Global Offering assuming the Offer Size Adjustment Option is fully exercised, at the Offer Price under the International Offering, to cover over-allocations in the International Offering, if any. See “Structure of the Global Offering — Over-allotment Option.” Commissions and Expenses The Capital Market Intermediaries will receive an underwriting commission of 2.2% of the aggregate gross proceeds from the Global Offering (including any proceeds arising from exercise of the Offer Size Adjustment Option and the Over-allotment Option) (the “ Gross Proceeds ”) (the “ Fixed Fees ”), out of which they will pay any sub-underwriting commissions and other fees. In addition, our Company may, at our sole and absolute discretion, pay any one or more of Capital Market Intermediaries a discretionary fee of an aggregate of up to 1.0% of the Gross Proceeds (the “ Discretionary Fees ”). Assuming the Discretionary Fees are paid in full, the Fixed Fees and Discretionary Fees payable to the Capital Market Intermediaries represent approximately 69% and 31% of the aggregate fees payable to the Capital Market Intermediaries in total in connection with the Global Offering. For unsubscribed Hong Kong Offer Shares reallocated to the International Offering, we will pay an underwriting commission at the rate applicable to the International Offering and such commission will be paid to the relevant International Underwriters and not the Hong Kong Underwriters. The aggregate Fixed Fees, Discretionary Fees (if any), documentation fee, listing fees, Stock Exchange trading fee and transaction levies, legal and other professional fees, and printing and other expenses in relation to the Global Offering are estimated to amount to approximately HK$201.83 million in total (based on the Offer Price of HK$23.60 per Offer Share, being the maximum Offer Price and assuming the Offer Size Adjustment Option and the Over-allotment Option is not exercised), and are payable by our Company. UNDERWRITING – 453 – --- page 464 --- ACTIVITIES BY SYNDICATE MEMBERS The underwriters of the Hong Kong Public Offering and the International Offering (together, the “ Syndicate Members ”) and their affiliates may each individually undertake a variety of activities (as further described below) which do not form part of the underwriting or stabilizing process. The Syndicate Members and their affiliates are diversified financial institutions with relationships in countries around the world. These entities engage in a wide range of commercial and investment banking, brokerage, funds management, trading, hedging, investing and other activities for their own account and for the account of others. In the ordinary course of their various business activities, the Syndicate Members and their respective affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers. Such investment and trading activities may involve or relate to assets, securities and/or instruments of our Company and/or persons and entities with relationships with our Company and may also include swaps and other financial instruments entered into for hedging purposes in connection with the Group’s loans and other debt. In relation to the H Shares, the activities of the Syndicate Members and their affiliates could include acting as agent for buyers and sellers of the H Shares, entering into transactions with those buyers and sellers in a principal capacity, including as a lender to initial purchasers of the H Shares (which financing may be secured by the H Shares) in the Global Offering, proprietary trading in the H Shares, and entering into over the counter or listed derivative transactions or listed and unlisted securities transactions (including issuing securities such as derivative warrants listed on a stock exchange) which have as their underlying assets, assets including the H Shares. Those activities may require hedging activity by those entities involving, directly or indirectly, the buying and selling of the H Shares, which may have a negative impact on the trading price of the H Shares. All such activity could occur in Hong Kong and elsewhere in the world and may result in the Syndicate Members and their affiliates holding long and/or short positions in the H Shares, in baskets of securities or indices including the H Shares, in units of funds that may purchase the H Shares, or in derivatives related to any of the foregoing. In relation to issues by Syndicate Members or their affiliates of any listed securities having the H Shares as their underlying securities, whether on the Stock Exchange or on any other stock exchange, the rules of the exchange may require the issuer of those securities (or one of its affiliates or agents) to act as a market maker or liquidity provider in the security, and this will also result in hedging activity in the H Shares in most cases. All such activities may occur both during and after the end of the stabilizing period described in the section headed “Structure of the Global Offering” in this prospectus. Such activities may affect the market price or value of the H Shares, the liquidity or trading volume in the H Shares and the volatility of the price of the H Shares, and the extent to which this occurs from day to day cannot be estimated. UNDERWRITING – 454 – --- page 465 --- It should be noted that when engaging in any of these activities, the Syndicate Members will be subject to certain restrictions, including the following:  the Syndicate Members (other than the Stabilizing Manager or any person acting for it) must not, in connection with the distribution of the Offer Shares, effect any transactions (including issuing or entering into any option or other derivative transactions relating to the Offer Shares), whether in the open market or otherwise, with a view to stabilizing or maintaining the market price of any of the Offer Shares at levels other than those which might otherwise prevail in the open market; and  the Syndicate Members must comply with all applicable laws and regulations, including the market misconduct provisions of the SFO, including the provisions prohibiting insider dealing, false trading, price rigging and stock market manipulation. Certain of the Syndicate Members or their respective affiliates have provided from time to time, and expect to provide in the future, investment banking and other services to our Company and its affiliates for which such Syndicate Members or their respective affiliates have received or will receive customary fees and commissions. In addition, the Syndicate Members or their respective affiliates may provide financing to investors to finance their subscriptions of Offer Shares in the Global Offering. JOINT SPONSORS’ INDEPENDENCE The Joint Sponsors satisfy the independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing Rules. UNDERWRITING – 455 – --- page 466 --- THE GLOBAL OFFERING This prospectus is published in connection with the Hong Kong Public Offering as part of the Global Offering. The Global Offering comprises: (1) the Hong Kong Public Offering of initially 15,510,000 Offer Shares (subject to reallocation and the Offer Size Adjustment Option as mentioned below) for subscription by the public in Hong Kong as described in the paragraph headed “— The Hong Kong Public Offering” below; and (2) the International Offering of initially 139,590,000 Offer Shares (subject to reallocation, the Offer Size Adjustment Option and the Over-allotment Option as mentioned below) outside the United States (including to professional and institutional investors within Hong Kong) in offshore transactions in reliance on Regulation S, as described in the paragraph headed “— the International Offering” below. Investors may apply for the Hong Kong Offer Shares under the Hong Kong Public Offering or indicate an interest, if qualified to do so, for the International Offer Shares under the International Offering, but may not do both. The Offer Shares will represent 10.00% of the enlarged issued share capital of our Company immediately after completion of the Global Offering without taking into account the exercise of the Offer Size Adjustment Option and the Over-allotment Option. If the Offer Size Adjustment Option and the Over-allotment Option are exercised in full, the Offer Shares will represent approximately 12.81% of the enlarged issued share capital of our Company immediately after completion of the Global Offering. References in this prospectus to applications, application monies or the procedure for application relate solely to the Hong Kong Public Offering. The number of Offer Shares to be offered under the Hong Kong Public Offering and the International Offering, respectively, may be subject to reallocation as described in “— The Hong Kong Public Offering — Reallocation” below. THE HONG KONG PUBLIC OFFERING Number of Hong Kong Offer Shares Initially Offered We are initially offering 15,510,000 Offer Shares for subscription by the public in Hong Kong at the Offer Price, representing approximately 10.0% of the total number of the Offer Shares initially available under the Global Offering. Subject to the reallocation of the Offer Shares between the International Offering and the Hong Kong Public Offering, the Hong Kong Offer Shares will represent approximately 1.00% of the enlarged issued share capital of our Company immediately following the completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option is not exercised). STRUCTURE OF THE GLOBAL OFFERING – 456 – --- page 467 --- The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to institutional and professional investors. Professional investors generally include brokers, dealers, and companies (including fund managers) whose ordinary business involves dealing in shares and other securities, and corporate entities which regularly invest in shares and other securities. Completion of the Hong Kong Public Offering is subject to the conditions as set forth in “— Conditions of the Global Offering” below. Allocation Allocation of the Offer Shares to applicants under the Hong Kong Public Offering will be based solely on the level of valid applications received under the Hong Kong Public Offering. The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for by applicants. Such allocation could, where appropriate, consist of balloting, which would mean that some applicants may receive a higher allocation than the others who have applied for the same number of the Hong Kong Offer Shares, and those applicants who are not successful in the ballot may not receive any Hong Kong Offer Shares. For allocation purposes only, the total number of the Offer Shares initially available under the Hong Kong Public Offering (after taking into account any allocation) is to be divided into two pools (subject to adjustment of odd lot size): Pool A and Pool B. Accordingly, the maximum number of Hong Kong Offer Shares initially in Pool A and Pool B will be 7,755,000 and 7,755,000, respectively. The Hong Kong Offer Shares in Pool A will be allocated on an equitable basis to applicants who have applied for Hong Kong Offer Shares with an aggregate price of HK$5 million (excluding the brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee payable) or less. The Offer Shares in Pool B will be allocated on an equitable basis to applicants who have applied for Offer Shares with an aggregate price of more than HK$5 million and up to the value of pool B (excluding the brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee payable). Applicants should be aware that applications in Pool A and applications in Pool B may receive different allocation ratios. If the Hong Kong Offer Shares in one (but not both) of the pools are under-subscribed, the surplus Hong Kong Offer Shares will be transferred to the other pool to satisfy demand in that other pool and be allocated accordingly. For the purpose of this subsection only, the “price” for the Hong Kong Offer Shares means the price payable on application therein (without regard to the Offer Price as finally determined). Applicants can only receive an allocation of the Offer Shares from either Pool A or Pool B but not from both pools. Multiple or suspected multiple applications and any application for more than 7,755,000 Hong Kong Offer Shares (being approximately 50% of the 15,510,000 Hong Kong Offer Shares initially available under the Hong Kong Public Offering) are liable to be rejected. STRUCTURE OF THE GLOBAL OFFERING – 457 – --- page 468 --- 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 following 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, then up to 7,755,000 Offer Shares may be reallocated from the International Offering to the Hong Kong Public Offering, so that the total number of Offer Shares available for subscription under the Hong Kong Public Offering will increase up to 23,265,000 Offer Shares, representing approximately 15% of the number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option and Offer Size Adjustment 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 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. Applications Each applicant under the Hong Kong Public Offering will also be required to give an undertaking and confirmation in the application submitted by him/her that he/she and any person(s) for whose benefit he/she is making the application have not applied for or taken up, or indicated an interest for, and will not apply for or take up, or indicate an interest for, any Offer Shares under the International Offering, and such applicant’s application in the International Offering is liable to be rejected if the said undertaking and/or confirmation is breached and/or untrue (as the case may be). STRUCTURE OF THE GLOBAL OFFERING – 458 – --- page 469 --- Applicants under the Hong Kong Public Offering are required to pay, on application (subject to application channel), the maximum price of HK$23.60 per Offer Share in addition to the brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy payable on each Offer Share. If the Offer Price, as finally determined in the manner described in the paragraph headed “— Pricing and Allocation” below, is less than the maximum price of HK$23.60 per Offer Share, appropriate refund payments (including the brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy attributable to the surplus application monies) will be made to successful applicants, without interest. Further details are set out in the section headed “How to Apply for Hong Kong Offer Shares” in this prospectus. THE INTERNATIONAL OFFERING Number of International Offer Shares Initially Offered The International Offering will consist of an initial offering of 139,590,000 Offer Shares, representing approximately 90.0% of the total number of Offer Shares initially available under the Global Offering and approximately 9.00% of the enlarged issued share capital of our Company immediately following the completion of the Global Offering subject to the reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering and assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised. The International Offering will be offered by us outside of the United States in reliance on Regulation S under the U.S. Securities Act. Allocation The International Offering will include selective marketing of Offer Shares to institutional and professional investors and other investors anticipated to have a sizeable demand for such Offer Shares. Professional investors generally include brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in shares and other securities and corporate entities which regularly invest in shares and other securities. Allocation of Offer Shares pursuant to the International Offering will be effected in accordance with the “book-building” process described in the paragraph headed “— Pricing and Allocation” below and based on a number of factors, including the level and timing of demand, the total size of the relevant investor’s invested assets or equity assets in the relevant sector and whether or not it is expected that the relevant investor is likely to buy further Offer Shares, and/or hold or sell its Offer Shares, after the listing of the Offer Shares on the Stock Exchange. Such allocation is intended to result in a distribution of the Offer Shares on a basis which would lead to the establishment of a solid professional and institutional shareholder base to the benefit of our Company and the Shareholders as a whole. STRUCTURE OF THE GLOBAL OFFERING – 459 – --- page 470 --- The Overall Coordinators (for themselves and on behalf of the Underwriters) may require any investor who has been offered Offer Shares under the International Offering, and who has made an application under the Hong Kong Public Offering, to provide sufficient information to the Overall Coordinators so as to allow them to identify the relevant applications under the Hong Kong Public Offering and to ensure that they are excluded from any application of Offer Shares under the International Offering. Reallocation The total number of the Offer Shares to be issued or sold pursuant to the International Offering may change as a result of the reallocation arrangement described in “— The Hong Kong Public Offering — Reallocation” above, the exercise of the Offer Size Adjustment Option and the Over-allotment Option in whole or in part and/or any reallocation of unsubscribed Offer Shares originally included in the Hong Kong Public Offering to the International Offering. Offer Size Adjustment Option In order to provide flexibility for the Overall Coordinators 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 under the Hong Kong Underwriting Agreement, exercisable by the Company with the prior written agreement between the Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) on or before the time of execution of the International Underwriting Agreement and will lapse immediately thereafter. Upon the exercise of the Offer Size Adjustment Option, the Company may issue up to 23,265,000 additional Offer Shares (being 15.0% of the Offer Shares initially available under the Global Offering) at the Offer Price. If the Offer Size Adjustment Option is exercised in full, the additional Offer Shares to be issued pursuant thereto will represent approximately 1.48% of our issued share capital immediately following the completion of the Global Offering (assuming the Over-allotment Option is not exercised) and the full exercise of the Offer Size Adjustment Option. 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: (i) 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: (a) 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 STRUCTURE OF THE GLOBAL OFFERING – 460 – --- page 471 --- (b) the corresponding number of Shares under the Over-allotment Option; (ii) 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; (iii) 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 (iv) general market conditions. 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 (“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 Approximate percentage of total issued share capital held by the Original Subscribers after the exercise of the Offer Size Adjustment Option 155,100,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.0% 178,365,000 9.85% 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. If the Offer Size Adjustment Option is exercised in full, the additional net proceeds received from the placing of the additional Shares allotted and issued will be allocated in accordance with the allocations as disclosed in the section headed “Future Plans and Use of Proceeds” in this prospectus, on a pro rata basis. 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. STRUCTURE OF THE GLOBAL OFFERING – 461 – --- page 472 --- Over-allotment Option In connection with the Global Offering, our Company is expected to grant to the International Underwriters, exercisable in whole or in part by the Overall Coordinators at their sole and absolute discretion (for themselves and on behalf of the International Underwriters), the Over-allotment Option, which will be exercisable from the Listing Date until 30 days after the last day for the lodging of applications under the Hong Kong Public Offering, to require our Company to allot and issue, up to an aggregate of 23,265,000 Offer Shares, representing no more than 15.0% of the Offer Shares available under the Global Offering assuming the Offer Size Adjustment Option is not exercised, or 26,754,500 H Shares, representing approximately 15.0% of the Offer Shares being offered under the Global Offering assuming the Offer Size Adjustment Option is fully exercised, at the Offer Price under the International Offering, at the Offer Price, to cover over-allocations in the International Offering, if any. If the Offer Size Adjustment Option is not exercised and the Over-allotment Option is exercised in full, the additional Offer Shares to be issued pursuant to the Over-allotment Option will represent approximately 1.48% of the total number of Shares in issue immediately following the completion of the Global Offering. If the Offer Size Adjustment Option and the Over-allotment Option is exercised in full, the additional Offer Shares to be issued pursuant to the Over-allotment Option will represent approximately 1.67% of the total number of Shares in issue immediately following the completion of the Global Offering. If the Over-allotment Option is exercised, an announcement will be made. STABILIZATION Stabilization is a practice used by underwriters in some markets to facilitate the distribution of securities. To stabilize, the underwriters may bid for, or purchase, the newly issued securities in the secondary market, during a specified period of time, to retard and, if possible, prevent any decline in the market price of the securities below the offer price. Such transactions may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements, including those of Hong Kong. In Hong Kong, the price at which stabilization is effected is not permitted to exceed the offer price. In connection with the Global Offering, the Stabilizing Manager, its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date, to the extent permitted by applicable laws of Hong Kong or elsewhere. However, there is no obligation on the Stabilizing Manager, its affiliates or any persons acting for it, to conduct any such stabilizing action. Such stabilization action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager (or any person acting for it) reasonably regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering. STRUCTURE OF THE GLOBAL OFFERING – 462 – --- page 473 --- Stabilizing action permitted in Hong Kong pursuant to the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, includes (i) over-allocation for the purpose of preventing or minimizing any reduction in the market price of the H Shares, (ii) selling or agreeing to sell the H Shares so as to establish a short position in them for the purpose of preventing or minimizing any reduction in the market price of the H Shares, (iii) purchasing or subscribing for, or agreeing to purchase or subscribe for, the H Shares pursuant to the Over-allotment Option in order to close out any position established under (i) or (ii) above, (iv) purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of preventing or minimizing any reduction in the market price of the H Shares, (v) selling or agreeing to sell any H Shares in order to liquidate any position established as a result of those purchases and (vi) offering or attempting to do anything as described in paragraph (ii), (iii), (iv) or (v) above. Specifically, prospective applicants for and investors in the Offer Shares should note that:  the Stabilizing Manager, its affiliates or any person acting for it may, in connection with the stabilizing action, maintain a long position in the H Shares;  there is no certainty regarding the extent to which and the time or period for which the Stabilizing Manager, its affiliates or any person acting for it, will maintain such a long position;  liquidation of any such long position by the Stabilizing Manager, its affiliates or any person acting for it may have an adverse impact on the market price of the H Shares;  no stabilizing action can be taken to support the price of the H Shares for longer than the stabilizing period which will begin on the Listing Date, and is expected to expire on Wednesday, December 3, 2025, being the 30th day after the date of closing of the application lists under the Hong Kong Public Offering. After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of the H Shares, could fall;  the price of the H Shares cannot be assured to stay at or above the Offer Price by the taking of any stabilizing action; and  stabilizing bids may be made or transactions effected in the course of the stabilizing action at any price at or below the Offer Price, which means that stabilizing bids may be made or transactions effected at a price below the price paid by applicants for, or investors in, the H Shares. Our Company will ensure or procure that an announcement in compliance with the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) will be made within seven days of the expiration of the stabilization period. STRUCTURE OF THE GLOBAL OFFERING – 463 – --- page 474 --- Over-allocation Following any over-allocation of H Shares in connection with the Global Offering, the Overall Coordinators, its affiliates or any person acting for them may cover such over- allocation by using H Shares purchased by the Stabilizing Manager, its affiliates or any person acting for it in the secondary market, exercising the Over-allotment Option in full or in part, or by a combination of these means. Any such purchases will be made in accordance with the laws, rules and regulations in place in Hong Kong on stabilization. The number of H Shares which can be over-allocated will not exceed the number of the H Shares which may be allotted and/or issued pursuant to the exercise in full of the Over-allotment Option, being 23,265,000 H Shares, representing approximately 15.0% of the Offer Shares initially available under the Global Offering assuming the Offer Size Adjustment Option is not exercised, or 26,754,500 H Shares, representing approximately 15.0% of the Offer Shares being offered under the Global Offering assuming the Offer Size Adjustment Option is fully exercised, at the Offer Price under the International Offering. PRICING AND ALLOCATION Pricing for the Offer Shares for the purpose of the various offerings under the Global Offering will be fixed on the Price Determination Date, which is expected to be on or about Tuesday, November 4, 2025, by agreement between the Overall Coordinators (for themselves and on behalf of the Underwriters) and our Company, and the number of Offer Shares to be allocated under the various offerings will be determined shortly thereafter. We will determine the Offer Price by reference to, among other factors, the closing price of the A Shares on the Shanghai 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://english.sse.com.cn/markets/equities/list/overview/?COMPANY_CODE=600699& STOCKCODE%20=600699 ), and the Offer Price will not be more than HK$23.60. The historical prices of our A Shares and trading volume on Shanghai 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/H111822.01 10.08 32,346,327 Y ear ended December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H111820.59 13.87 25,981,870 Y ear ended December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H111818.47 13.31 21,182,741 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/H111837.30 14.39 45,100,501 Note: (1) Average daily trading volume (“ADTV”) represents daily average number of the A Shares of the Company traded over the relevant period. STRUCTURE OF THE GLOBAL OFFERING – 464 – --- page 475 --- The Offer Price will not be more than HK$23.60 per H Share, unless otherwise announced by our Company no later than the morning of the last day for lodging applications under the Hong Kong Public Offering, as further explained below. The International Underwriters will be soliciting from prospective investors indications of interest in acquiring Offer Shares in the International Offering. Prospective professional and institutional investors will be required to specify the number of Offer Shares under the International Offering they would be prepared to acquire either at different prices or at a particular price. This process, known as “book-building,” is expected to continue up to, and to cease on or about, the last day for lodging applications under the Hong Kong Public Offering. The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where they deem appropriate, based on the level of interest expressed by prospective investors during the book-building process, and with the consent of our Company, reduce the number of Offer Shares and/or the maximum Offer Price stated in this prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such case, our Company will, as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the last day for lodging applications under the Hong Kong Public Offering, cause to be published on the website of the Stock Exchange at www.hkexnews.hk and our website at www.joyson.com notices of the reduction in the number of Offer Shares and/or the maximum Offer Price, the cancellation of the Global Offering and the relaunch of the offering at the revised number of Offer Shares and/or maximum Offer Price. Our Company will also, as soon as practicable following the decision to make such reduction, issue a supplemental or new prospectus updating investors of the reduction in the number of Offer Shares and/or the maximum Offer Price, and giving investors at least three business days to consider the new information. The supplemental or new prospectus shall include at least the following: updated (a) maximum Offer Price and market capitalization; (b) listing timetable and underwriting obligations; (c) price/earnings multiple (if applicable), unaudited pro forma and adjusted net tangible assets; and (d) use of proceeds and working capital adequacy confirmation based on revised estimated proceeds. In the event of a reduction in the number of Offer Shares, the Overall Coordinators may also at their discretion reallocate the number of Offer Shares to be offered under the Hong Kong Public Offering and the International Offering, provided that the number of Offer Shares offered under the Hong Kong Public Offering shall not be less than 10% of the Offer Shares available under the Global Offering (without taking into account any additional H Shares that may be issued pursuant to the Offer Size Adjustment Option and the Over-allotment Option). In the absence of any such supplemental or new prospectus so published, the number of Offer Shares will not be reduced and the Offer Price, if agreed upon by the Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) and our Company, will under no circumstances be set above the maximum Offer Price as stated in this prospectus. STRUCTURE OF THE GLOBAL OFFERING – 465 – --- page 476 --- If there is any change to the offer size due to change in the number of Offer Shares initially offered under the Global Offering (other than pursuant to the exercise of the Offer Size Adjustment Option or the Over-allotment Option and/or the reallocation mechanism as disclosed in this prospectus), or if the Offer Price falls outside the Maximum Offer Price as stated in this prospectus, or if our Company becomes aware that there has been a significant change affecting any matter contained in this prospectus or a significant new matter has arisen, the inclusion of information in respect of which would have been required to be in this prospectus if it had arisen before this prospectus was issued, after the issue of this prospectus and before the commencement of dealings in our H Shares as prescribed under Rule 11.13 of the Listing Rules, we are required to cancel the Global Offering and relaunch the offering on FINI and issue a supplemental or new prospectus, and giving investors at least three business days to consider the new information. The final Offer Price, the level of applications in the Hong Kong Public Offering, the level of indications of interest in the International Offering and the basis of allocation of the Hong Kong Offer Shares are expected to be announced on Wednesday, November 5, 2025 on the website of the Stock Exchange at www.hkexnews.hk and our website at www.joyson.com . UNDERWRITING The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the terms of the Hong Kong Underwriting Agreement and is conditional upon the International Underwriting Agreement being signed and becoming unconditional. We expect that we will enter into the International Underwriting Agreement relating to the International Offering on the Price Determination Date. The underwriting arrangements under the Hong Kong Underwriting Agreement and the International Underwriting Agreement are summarized in the section headed “Underwriting” in this prospectus. CONDITIONS OF THE GLOBAL OFFERING Acceptances of all applications for Offer Shares will be conditional on: (1) the Listing Committee granting the approval for the listing of, and permission to deal in, the H Shares in issue and to be issued pursuant to the Global Offering (including the Offer Shares which may be issued pursuant to the exercise of the Over-allotment Option and the Offer Size Adjustment Option) and such approval not subsequently having been withdrawn or revoked prior to the Listing Date; (2) the Offer Price having been duly determined between our Company and the Overall Coordinators (for themselves and on behalf of the Underwriters); STRUCTURE OF THE GLOBAL OFFERING – 466 – --- page 477 --- (3) the execution and delivery of the International Underwriting Agreement on or about the Price Determination Date; and (4) the obligations of the Underwriters under each of the respective Underwriting Agreements becoming and remaining unconditional and not having been terminated in accordance with the terms of the respective Underwriting Agreements; in each case on or before the dates and times specified in the respective Underwriting Agreements (unless and to the extent such conditions are validly waived on or before such dates and times). If, for any reason, the Offer Price is not agreed between our Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) by 12:00 noon on Tuesday, November 4, 2025, the Global Offering will not proceed and will lapse. The consummation of each of the Hong Kong Public Offering and the International Offering is conditional upon, among other things, the other offering becoming unconditional and not having been terminated in accordance with its terms. If the above conditions are not fulfilled or waived prior to the times and dates specified, the Global Offering will lapse and the Stock Exchange will be notified immediately. We will as soon as possible publish or cause to be published a notice of the lapse of the Hong Kong Public Offering on the website of our Company ( https://www.joyson.com/ ) and the website of the Stock Exchange ( www.hkexnews.hk ). In such eventuality, all application monies will be returned, without interest, on the terms set forth in the section headed “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies” in this prospectus. In the meantime, all application monies will be held in separate bank account(s) with the receiving banks or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), as amended. H Share certificates issued in respect of the Hong Kong Offer Shares will only become valid evidence of title at 8:00 a.m. on the Listing Date provided that the Global Offering has become unconditional in all respects (including the Underwriting Agreements not having been terminated in accordance with their terms) at any time prior to 8:00 a.m. on the Listing Date. APPLICATION FOR LISTING ON THE STOCK EXCHANGE We have applied to the Listing Committee for the granting of the listing of, and permission to deal in, the H Shares in issue and to be issued pursuant to the Global Offering (including H Shares which may be issued pursuant to the exercise of the Over-allotment Option and the Offer Size Adjustment Option). Save for our A Shares which are listed on the Shanghai Stock Exchange, no part of our equity or debt securities is listed on or dealt in on any other stock exchange and no such listing or permission to list is being or proposed to be sought in the near future. STRUCTURE OF THE GLOBAL OFFERING – 467 – --- page 478 --- H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or on any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the H Shares to be admitted into CCASS. Investors should seek the advice of their stockbroker or other professional advisor for details of those settlement arrangements and how such arrangements will affect their rights and interests. DEALING IN THE H SHARES Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Thursday, November 6, 2025, it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m. on Thursday, November 6, 2025. The H Shares will be traded on the Main Board of the Stock Exchange in board lots of 500 H Shares each. The stock code of the H Shares will be 0699. STRUCTURE OF THE GLOBAL OFFERING – 468 – --- page 479 --- IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES FULLY ELECTRONIC APPLICATION PROCESS We have adopted a fully electronic application process for the Hong Kong Public Offering and below are the procedures for application. This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information” section, and our website at https://www.joyson.com/. The contents of this prospectus are identical to the prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. A. APPLICATION FOR HONG KONG OFFER SHARES 1. Who Can Apply Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying for:  are 18 years of age or older; and  have a Hong Kong address (for the White Form eIPO service only). Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying for:  are an existing beneficial owner of any Shares in the Company and/or any of its subsidiaries;  are a Director or a Supervisor or chief executive officer of the Company and/or any of its subsidiaries;  are a close associate (as defined in the Listing Rules) of any of the above;  a connected person (as defined in the Listing Rules) of the Company or will become a connected person of the Company immediately upon completion of the Global Offering; or  have been allocated or have applied for any International Offer Shares or otherwise participate in the International Offering. HOW TO APPLY FOR HONG KONG OFFER SHARES – 469 – --- page 480 --- 2. Application Channels The Hong Kong Public Offering period will begin at 9:00 am on Tuesday, October 28, 2025 and end at 12:00 noon on Monday, November 3, 2025 (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 www.eipo.com.hk Applicants who would like to receive a physical Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name. From 9:00 a.m. on Tuesday, October 28, 2025, to 11:30 a.m. on Monday, November 3, 2025, Hong Kong time. The latest time for completing full payment of application monies will be 12:00 noon on Monday, November 3, 2025 Hong Kong time. HKSCC EIPO channel /H1118/H1118/H1118/H1118/H1118 Y our broker or custodian who is a HKSCC Participant will submit electronic application instruction(s) on your behalf through HKSCC’s FINI system in accordance with your instruction. Applicants who would not like to receive a physical Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees, deposited directly into CCASS and credited to your designated HKSCC Participant’s stock account. Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian. The White Form eIPO service and the HKSCC EIPO channel are facilities subject to capacity limitations and potential service interruptions and you are advised not to wait until the last day of the application period to apply for Hong Kong Offer Shares. HOW TO APPLY FOR HONG KONG OFFER SHARES – 470 – --- page 481 --- For those applying through the White Form eIPO service, once you complete payment in respect of any application instructions given by you or for your benefit through the White Form eIPO service to make an application for Hong Kong Offer Shares, an actual application shall be deemed to have been made. If you are a person for whose benefit the electronic application instructions are given, you shall be deemed to have declared that only one set of electronic application instructions has been given for your benefit. If you are an agent for another person, you shall be deemed to have declared that you have only given one set of electronic application instructions for the benefit of the person for whom you are an agent and that you are duly authorized to give those instructions as an agent. For the avoidance of doubt, giving an application instruction under White Form eIPO service more than once and obtaining different application reference numbers without effecting full payment in respect of a particular reference number will not constitute an actual application. If you apply through the White Form eIPO service, you are deemed to have authorized the White Form eIPO Service Provider to apply on the terms and conditions in this prospectus, as supplemented and amended by the terms and conditions of White Form eIPO service. By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus and any supplement to it. 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. HOW TO APPLY FOR HONG KONG OFFER SHARES – 471 – --- page 482 --- 3. Information Required to Apply Y ou must provide the following information with your application: For Individual/Joint Applicants For Corporate Applicants  Full name(s) 2 as shown on your identity document  Identity document’s issuing country or jurisdiction  Identity document type, with order of priority: i. Hong Kong identity card (“HKID ”); or ii. National identification document; or iii. Passport; and  Identity document number  Full name(s) 2 as shown on your identity document  Identity document’s issuing country or jurisdiction  Identity document type, with order of priority: i. Legal entity identifier (“ LEI”) registration document; or ii. Certificate of incorporation; or iii. Business registration certificate; or iv. Other equivalent document; and  Identity document number Notes: 1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail address, a contact telephone number and a Hong Kong address. Y ou are also required to declare that the identity information provided by you follows the requirements as described in Note 2 below. In particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. 2. The applicant’s full name as shown on their identity document must be used and the surname, given name, middle and other names (if any) must be input in the same order as shown on the identity document. If an applicant’s identity document contains both an English and Chinese name, both English and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the applicant’s identity document type must be strictly followed and where an individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number must be used when making an application to subscribe for Hong Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has a LEI certificate. 3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the asset management company or the individual fund, as appropriate, which has opened a trading account with the broker will be required, as above. 4. The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice. HOW TO APPLY FOR HONG KONG OFFER SHARES – 472 – --- page 483 --- 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 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: 500 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 : 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$23.60 per Offer Share. If you are applying through the HKSCC EIPO channel, your broker or custodian may require you to pre-fund your application in such amount as determined by the broker or custodian , based on the applicable laws and regulations in Hong Kong. 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. HOW TO APPLY FOR HONG KONG OFFER SHARES – 473 – --- page 484 --- By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to arrange payment of the final Offer Price, brokerage, SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy by debiting the relevant nominee bank account at the Designated bank for your broker or custodian. If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the number of Offer Shares you have selected. Y ou must pay the respective maximum amount payable on application in full upon application for Hong Kong Offer Shares. Ningbo Joyson Electronic Corp. (HK$23.60 per Hong Kong Offer Share) NUMBER OF HONG KONG OFFER SHARES THAT MAY BE APPLIED FOR AND PAYMENTS No. of Hong Kong Offer Shares applied for Amount payable (2) on application No. of Hong Kong Offer Shares applied for Amount payable (2) on application No. of Hong Kong Offer Shares applied for Amount payable (2) on application No. of Hong Kong Offer Shares applied for Amount payable (2) on application HK$ HK$ HK$ HK$ 500 11,919.01 6,000 143,028.03 40,000 953,520.25 400,000 9,535,202.40 1,000 23,838.01 7,000 166,866.04 45,000 1,072,710.26 500,000 11,919,003.00 1,500 35,757.01 8,000 190,704.05 50,000 1,191,900.30 1,000,000 23,838,006.00 2,000 47,676.01 9,000 214,542.05 60,000 1,430,280.35 1,500,000 35,757,009.00 2,500 59,595.01 10,000 238,380.05 70,000 1,668,660.42 2,000,000 47,676,012.00 3,000 71,514.02 15,000 357,570.09 80,000 1,907,040.48 2,500,000 59,595,015.00 3,500 83,433.02 20,000 476,760.12 90,000 2,145,420.55 3,000,000 71,514,018.00 4,000 95,352.02 25,000 595,950.16 100,000 2,383,800.60 4,000,000 95,352,024.00 4,500 107,271.03 30,000 715,140.18 200,000 4,767,601.20 5,000,000 119,190,030.00 5,000 119,190.04 35,000 834,330.21 300,000 7,151,401.80 7,755,000 (1) 184,863,736.54 (1) Maximum number of Hong Kong Offer Shares you may apply for. (2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC). HOW TO APPLY FOR HONG KONG OFFER SHARES – 474 – --- page 485 --- 5. Multiple Applications Prohibited Y ou or your joint applicant(s) shall not make more than one application for your own benefit, except where you are a nominee and provide the information of the underlying investor in your application as required under the paragraph headed “— A. Applications for Hong Kong Offer Shares — 3. Information Required to Apply” in this section. If you are suspected of submitting or cause to submit more than one application, all of your applications will be rejected. Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made an application through the White Form eIPO service or HKSCC EIPO channel, you or the person(s) for whose benefit you have made the application shall not apply for any Offer Shares. 6. Terms and Conditions of An Application By applying for Hong Kong Offer Shares through the White Form eIPO service or HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your behalf): (i) undertake to execute all relevant documents and instruct and authorize us and/or the Overall Coordinators, as our agent, to execute any documents for you and to do on your behalf all things necessary to register any Hong Kong Offer Shares allocated to you in your name or in the name of HKSCC Nominees as required by the Articles of Association, and (if you are applying through the HKSCC EIPO channel) to deposit the allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated HKSCC Participant’s stock account on your behalf; (ii) confirm that you have read and understand the terms and conditions and application procedures set out in this prospectus and the designated website of the White Form eIPO service (or as the case may be, the agreement you entered into with your broker or custodian), and agree to be bound by them; (iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, undertakings and warranties under the participant agreement between your broker or custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC Operational Procedures for giving application instructions to apply for Hong Kong Offer Shares; HOW TO APPLY FOR HONG KONG OFFER SHARES – 475 – --- page 486 --- (iv) confirm that you are aware of the restrictions on offers and sales of shares set out in this prospectus and they do not apply to you, or the person(s) for whose benefit you have made the application; (v) confirm that you have read this prospectus and any supplement to it and have relied only on the information and representations contained therein in making your application (or as the case may be, causing your application to be made) and will not rely on any other information or representations; (vi) agree that the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, their directors, officers, employees, partners, agents, advisors and any other parties involved in the Global Offering (the “Relevant Persons ”), the H Share Registrar and HKSCC will not be liable for any information and representations not in this prospectus and any supplement to it; (vii) agree to disclose the details of your application and your personal data and any other personal data which may be required about you and the person(s) for whose benefit you have made the application to us, the Relevant Persons, the H Share Registrar, HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or regulations, for the purposes under the paragraph headed “— G. Personal Data — 3. Purposes” and “4. Transfer of personal data” in this section; (viii) agree (without prejudice to any other rights which you may have once your application (or as the case may be, HKSCC Nominees’ application) has been accepted) that you will not rescind it because of an innocent misrepresentation; (ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any application made by you or HKSCC Nominees on your behalf cannot be revoked once it is accepted, which will be evidenced by the notification of the result of the ballot by the H Share Registrar by way of publication of the results at the time and in the manner as specified in the paragraph headed “— B. Publication of Results” in this section; (x) confirm that you are aware of the situations specified in the paragraph headed “— C. Circumstances In Which Y ou Will Not Be Allocated Hong Kong Offer Shares” in this section; (xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and the resulting contract will be governed by and construed in accordance with the laws of Hong Kong; HOW TO APPLY FOR HONG KONG OFFER SHARES – 476 – --- page 487 --- (xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place outside Hong Kong that apply to your application and that neither we nor the Relevant Persons will breach any law inside and/or outside Hong Kong as a result of the acceptance of your offer to purchase, or any action arising from your rights and obligations under the terms and conditions contained in this prospectus; (xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not financed directly or indirectly by the Company, any of the directors, chief executives, substantial Shareholder(s) or existing shareholder(s) of the Company or any of its subsidiaries or any of their respective close associates; and (b) you are not accustomed or will not be accustomed to taking instructions from the Company, any of the directors, chief executives, substantial shareholder(s) or existing shareholder(s) of the Company or any of its subsidiaries or any of their respective close associates in relation to the acquisition, disposal, voting or other disposition of the Shares registered in your name or otherwise held by you; (xiv) warrant that the information you have provided is true and accurate; (xv) confirm that you understand that we and the Overall Coordinators will rely on your declarations and representations in deciding whether or not to allocate any Hong Kong Offer Shares to you and that you may be prosecuted for making a false declaration; (xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to you under the application; (xvii) declare and represent that this is the only application made and the only application intended by you to be made to benefit you or the person for whose benefit you are applying; (xviii) (if the application is made for your own benefit) warrant that no other application has been or will be made for your benefit by giving electronic application instructions to HKSCC directly or indirectly or through the application channel of the H Share Registrar or by any one as your agent or by any other person; and (xix) (if you are making the application as an agent for the benefit of another person) warrant that (1) no other application has been or will be made by you as agent for or for the benefit of that person or by that person or by any other person as agent for that person by giving electronic application instructions to HKSCC and (2) you have due authority to give electronic application instructions on behalf of that other person as its agent. HOW TO APPLY FOR HONG KONG OFFER SHARES – 477 – --- page 488 --- B. PUBLICATION OF RESULTS Results of Allocation Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through: Platform Date/Time Applying through White Form eIPO service or HKSCC EIPO channel: Website /H1118/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. on Wednesday, November 5, 2025 to 12:00 midnight on Tuesday, November 11, 2025 (Hong Kong time) No later than 11:00 p.m. on Wednesday, November 5, 2025 (Hong Kong time) The full list of (i) wholly or partially successful applicants using the White Form eIPO service and HKSCC EIPO channel, and (ii) the number of Hong Kong Offer Shares conditionally allotted to them, among other things, will be displayed on the “Allotment Results” page of the White Form eIPO service at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment ). The Stock Exchange’s website at www.hkexnews.hk and our website at https://www.joyson.com/ which will provide links to the above mentioned websites of the H Share Registrar. 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 Thursday, November 6, 2025, Friday, November 7, 2025, Monday, November 10, 2025 and Tuesday, November 11, 2025 (Hong Kong time) HOW TO APPLY FOR HONG KONG OFFER SHARES – 478 – --- page 489 --- For those applying through HKSCC EIPO channel, you may also check with your broker or custodian from 6:00 p.m. on Tuesday, November 4, 2025 (Hong Kong time). HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on Tuesday, November 4, 2025 (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 Stock Exchange’s website at www.hkexnews.hk and our website at https://www.joyson.com/ by no later than 11:00 p.m. on Wednesday, November 5, 2025 (Hong Kong time). C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER SHARES Y ou should note the following situations in which Hong Kong Offer Shares will not be allocated to you or the person(s) for whose benefit you are applying for: 1. If your application is revoked: Y our application or the application made by HKSCC Nominees on your behalf may be revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. 2. If we or our agents exercise our discretion to reject your application: We, the Overall Coordinators, the H Share Registrar and their respective agents and nominees have full discretion to reject or accept any application, or to accept only part of any application, without giving any reasons. 3. If the allocation of Hong Kong Offer Shares is void: The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant permission to list the H Shares either:  within three weeks from the closing date of the application lists; or  within a longer period of up to six weeks if the Stock Exchange notifies us of that longer period within three weeks of the closing date of the application lists. HOW TO APPLY FOR HONG KONG OFFER SHARES – 479 – --- page 490 --- 4. If:  you make multiple applications or suspected multiple applications. Y ou may refer to the paragraph headed “— A. Applications for Hong Kong Offer Shares — 5. Multiple Applications Prohibited” in this section on what constitutes multiple applications;  you or the person for whose benefit you are applying have applied for or taken up, or indicated an interest for, or have been or will be placed or allocated (including conditionally and/or provisionally) Hong Kong Offer Shares and International Offer Shares;  your electronic application instructions through the White Form eIPO service are not completed in accordance with the instructions, terms and conditions on the designated website at www.eipo.com.hk ;  your application instruction is incomplete;  your payment (or confirmation of funds, as the case may be) is not made correctly;  the Underwriting Agreements do not become unconditional or are terminated;  we or the Overall Coordinators believe that by accepting your application, it or we would violate applicable securities or other laws, rules or regulations; or  your application is for more than 50% of the Hong Kong Offer Shares initially offered under the Hong Kong Public Offering. 5. If there is money settlement failure for allotted Offer Shares: Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants will be required to hold sufficient application funds on deposit with their Designated bank before balloting. After balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion of these funds required to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment from their Designated bank. There is a risk of money settlement failure . In the extreme event of money settlement failure by a HKSCC Participant (or its Designated bank), who is acting on your behalf in settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC Participant and its Designated bank to determine the cause of failure and request such defaulting HKSCC Participant to rectify or procure to rectify the failure. HOW TO APPLY FOR HONG KONG OFFER SHARES – 480 – --- page 491 --- However, if it is determined that such settlement obligation cannot be met, the affected Hong Kong Offer Shares will be reallocated to the International Offer Shares. Hong Kong Offer Shares applied for by you through the broker or custodian may be affected to the extent of the settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares due to the money settlement failure by such HKSCC Participant. None of us, the Relevant Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you due to the money settlement failure. D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF APPLICATION MONIES Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel where the H Share certificates will be deposited into CCASS as described below). No temporary document of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application. H Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday, November 6, 2025 (Hong Kong time), provided that the Global Offer has become unconditional and the right of termination described in the section headed “Underwriting” has not been exercised. Investors who trade Shares prior to the receipt of H Share certificates or the H Share certificates becoming valid do so entirely at their own risk. The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus application monies pending clearance of application monies. HOW TO APPLY FOR HONG KONG OFFER SHARES – 481 – --- page 492 --- The following sets out the relevant procedures and time: White Form eIPO service HKSCC EIPO channel Despatch/collection of H Share certificate 1 For physical share certificates of equal or over 1,000,000 Hong Kong Offer Shares issued under your own name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Collection in person from the H Share Registrar, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. 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.Time: from 9:00 a.m. to 1:00 p.m. on Thursday, November 6, 2025(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. 1 Except in the event of a Severe Weather Signals (as defined below) in force in Hong Kong in the morning on Wednesday, November 5, 2025 rendering it impossible for the relevant H share certificates to be dispatched to HKSCC in a timely manner, the Company shall procure the H Share Registrar to arrange for delivery of the supporting documents and H share certificates in accordance with the contingency arrangements as agreed between them. Y ou may refer to “– E. Severe Weather Arrangements ” in this section. HOW TO APPLY FOR HONG KONG OFFER SHARES – 482 – --- page 493 --- White Form eIPO service HKSCC EIPO channel Note: If you do not collect your H Share certificate(s) personally within the time above, it/they will be sent to the address specified in your application instructions by ordinary post at your own risk. 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: Wednesday, November 5, 2025 Refund mechanism for surplus application monies paid by you Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Thursday, November 6 2025 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 White Form e-Refund payment instructions to your designated bank account Y our broker or custodian will arrange refund to your designated bank account subject to the arrangement between you and it Application monies paid through multiple bank accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Refund cheque(s) will be despatched to the address as specified in your application instructions by ordinary post at your own risk HOW TO APPLY FOR HONG KONG OFFER SHARES – 483 – --- page 494 --- E. SEVERE WEATHER ARRANGEMENTS The Opening and Closing of the Application Lists The application lists will not open or close on Monday, November 3, 2025 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 Monday, November 3, 2025. Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next business day which does not have Severe Weather Signals in force at any time between 9:00 a.m. and 12:00 noon. Prospective investors should be aware that a postponement of the opening/closing of the application lists may result in a delay in the listing date. Should there be any changes to the dates mentioned in the section headed “Expected Timetable” in this prospectus, an announcement will be made and published on the Stock Exchange’s website at www.hkexnews.hk and our website at https://www.joyson.com/ of the revised timetable. If a Severe Weather Signal is hoisted on Wednesday, November 5, 2025, 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 Thursday, November 6, 2025. If a Severe Weather Signal is hoisted on Thursday, November 6, 2025:  for physical share certificates of 1,000,000 or more Offer Shares issued under your own name, you may collect your share certificates from the H Share Registrar’s office after the Severe Weather Signal is lowered or canceled (e.g. in the afternoon of Thursday, November 6, 2025 or on Friday, November 7, 2025. HOW TO APPLY FOR HONG KONG OFFER SHARES – 484 – --- page 495 --- If a Severe Weather Signal is hoisted on Wednesday, November 5, 2025:  for physical share certificates of less than 1,000,000 Offer Shares issued under your own name, despatch will be made by ordinary post when the post office re-opens after the Severe Weather Signal is lowered or canceled (e.g. in the afternoon of Wednesday, November 5, 2025 or on Thursday, November 6, 2025. Prospective investors should be aware that if they choose to receive physical H Share certificates issued in their own name, there may be a delay in receiving the H Share certificates. F. ADMISSION OF THE H SHARES INTO CCASS If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the Stock Exchange and we comply with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the H Shares or any other date HKSCC chooses. Settlement of transactions between Exchange Participants is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made enabling the H Shares to be admitted into CCASS. Y ou should seek the advice of your broker or other professional advisor for details of the settlement arrangement as such arrangements may affect your rights and interests. G. PERSONAL DATA The following Personal Information Collection Statement applies to any personal data collected and held by the Company, the H Share Registrar, the receiving bank and the Relevant Persons about you in the same way as it applies to personal data about applicants other than HKSCC Nominees. This personal data may include client identifier(s) and your identification information. By giving application instructions to HKSCC, you acknowledge that you have read, understood and agree to all of the terms of the Personal Information Collection Statement below. HOW TO APPLY FOR HONG KONG OFFER SHARES – 485 – --- page 496 --- 1. Personal Information Collection Statement This Personal Information Collection Statement informs the applicant for, and holder of, Hong Kong Offer Shares, of the policies and practices of the Company and the H Share Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). 2. Reasons for the collection of your personal data It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that personal data supplied to the Company or its agents and the H Share Registrar is accurate and up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or out of their names or in procuring the services of the H Share Registrar. Failure to supply the requested data or supplying inaccurate data may result in your application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the Company or the H Share Registrar to effect transfers or otherwise render their services. It may also prevent or delay registration or transfers of Hong Kong Offer Shares which you have successfully applied for and/or the despatch of H Share certificate(s) to which you are entitled. It is important that applicants for and holders of Hong Kong Offer Shares inform the Company and the H Share Registrar immediately of any inaccuracies in the personal data supplied. 3. Purposes Y our personal data may be used, held, processed, and/or stored (by whatever means) for the following purposes:  processing your application and refund cheque and White Form e-Refund payment instruction(s), where applicable, verification of compliance with the terms and application procedures set out in this prospectus and announcing results of allocation of Hong Kong Offer Shares;  compliance with applicable laws and regulations in Hong Kong and elsewhere;  registering new issues or transfers into or out of the names of the holders of the Offer Shares including, where applicable, HKSCC Nominees;  maintaining or updating the register of members of the Company;  verifying identities of applicants for and holders of the Offer Shares and identifying any duplicate applications for the Offer Shares;  facilitating Hong Kong Offer Shares balloting; HOW TO APPLY FOR HONG KONG OFFER SHARES – 486 – --- page 497 ---  establishing benefit entitlements of holders of the Offer Shares, such as dividends, rights issues, bonus issues, etc.;  distributing communications from the Company and its subsidiaries;  compiling statistical information and profiles of the holder of the Offer Shares;  disclosing relevant information to facilitate claims on entitlements; and  any other incidental or associated purposes relating to the above and/or to enable the Company and the H Share Registrar to discharge their obligations to applicants and holders of the Offer Shares and/or regulators and/or any other purposes to which applicants and holders of the Offer Shares may from time to time agree. 4. Transfer of personal data Personal data held by the Company and the H Share Registrar relating to the applicants for and holders of Hong Kong Offer Shares will be kept confidential but the Company and the H Share Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or transfer (whether within or outside Hong Kong) the personal data to, from or with any of the following:  the Company’s appointed agents such as financial advisers and receiving bank;  HKSCC or HKSCC Nominees, who will use the personal data and may transfer the personal data to the H Share Registrar for the purposes of providing its services or facilities or performing its functions in accordance with its rules or procedures and operating FINI and CCASS (including where applicants for the Hong Kong Offer Shares request a deposit into CCASS);  any agents, contractors or third-party service providers who offer administrative, telecommunications, computer, payment or other services to the Company or the H Share Registrar in connection with their respective business operation;  the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or regulations, including for the purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s performance of its statutory functions; and  any persons or institutions with which the holders of Hong Kong Offer Shares have or propose to have dealings, such as their bankers, solicitors, accountants or brokers etc. HOW TO APPLY FOR HONG KONG OFFER SHARES – 487 – --- page 498 --- 5. Retention of personal data The Company and the H Share Registrar will keep the personal data of the applicants and holders of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the personal data were collected. Personal data which is no longer required will be destroyed or dealt with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). 6. Access to and correction of personal data Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether the Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to correct any data that is inaccurate. The Company and the H Share Registrar have the right to charge a reasonable fee for the processing of such requests. All requests for access to data or correction of data should be addressed to the Company and the H Share Registrar, at their registered address disclosed in the section headed “Corporate information” in this prospectus or as notified from time to time, for the attention of the company secretary, or the H Share Registrar for the attention of the privacy compliance officer. HOW TO APPLY FOR HONG KONG OFFER SHARES – 488 – --- page 499 --- The following is the text of a report set out on pages I-1 to I-122, received from the Company’ s reporting accountants, KPMG, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this prospectus. ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS OFʮ̡ NINGBO JOYSON ELECTRONIC CORP. AND CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED AND UBS SECURITIES HONG KONG LIMITED Introduction We report on the historical financial information ofʮ̡ Ningbo Joyson Electronic Corp. (the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-4 to I-122, which comprises the consolidated statements of financial position of the Group and the statements of financial position of the Company as at 31 December 2022, 2023 and 2024 and 30 April 2025, and the consolidated statements of profit or loss, 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 for each of the years ended 31 December 2022, 2023 and 2024 and the four months ended 30 April 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-4 to I-122 forms an integral part of this report, which has been prepared for inclusion in the prospectus of the Company dated 28 October 2025 (the “Prospectus”) in connection with the initial listing of shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited. Directors’ responsibility for 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 and presentation set out in Note 1 to the Historical Financial Information, and for such internal control as the directors of the Company determine is necessary to enable the preparation of the Historical Financial Information that is free from material misstatement, whether due to fraud or error. APPENDIX I ACCOUNTANTS’ REPORT – I-1 – --- page 500 --- Reporting accountants’ responsibility Our responsibility is to express an opinion on the Historical Financial Information and to report our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 200 “Accountants’ Reports on Historical Financial Information in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants (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’ judgement, including the assessment of risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the reporting accountants consider internal control relevant to the entity’s preparation of the Historical Financial Information that gives a true and fair view in accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial Information in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our work also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical Financial Information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the Historical Financial Information gives, for the purpose of the accountants’ report, a true and fair view of the Company’s and the Group’s financial position as at 31 December 2022, 2023 and 2024 and 30 April 2025, and of the Group’s financial performance and cash flows for the Track Record Period in accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial Information. Review of stub period corresponding financial information We have reviewed the stub period corresponding financial information of the Group which comprises the consolidated statements of profit or loss, the consolidated statements of profit or loss and other comprehensive income, the consolidated statements of changes in equity and the consolidate statements of cash flows for the four months ended 30 April 2024 and other explanatory information (the “Stub Period Corresponding Financial Information”). The directors of the Company are responsible for the preparation and presentation of the Stub Period Corresponding Financial Information in accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial Information. Our responsibility is to express a conclusion on the Stub Period Corresponding Financial Information based on our APPENDIX I ACCOUNTANTS’ REPORT – I-2 – --- page 501 --- 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 enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the Stub Period Corresponding Financial Information, for the purpose of the accountants’ report, is not prepared, in all material respects, in accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial Information. Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Companies (Winding Up and Miscellaneous Provisions) Ordinance Adjustments In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as defined on page I-4 have been made. Dividends We refer to Note 33(b) to the Historical Financial Information which contains information about the dividends paid by the Company in respect of the Track Record Period. Certified Public Accountants 8th Floor, Prince’s Building 10 Chater Road Central, Hong Kong 28 October 2025 APPENDIX I ACCOUNTANTS’ REPORT – I-3 – --- page 502 --- HISTORICAL FINANCIAL INFORMATION Set out below is the Historical Financial Information which forms an integral part of this accountants’ report. The consolidated financial statements of the Group for the Track Record Period, on which the Historical Financial Information is based, were audited by KPMG under separate terms of engagement with the Company in accordance with Hong Kong Standards on Auditing issued by the HKICPA (the “Underlying Financial Statements”). APPENDIX I ACCOUNTANTS’ REPORT – I-4 – --- page 503 --- CONSOLIDATED STATEMENTS OF PROFIT OR LOSS (Expressed in Renminbi) Y ears ended 31 December Four months ended 30 April Note 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/H11184(a) 49,793,352 55,728,476 55,863,577 17,989,043 19,707,287 Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(44,251,367) (47,671,536) (46,799,848) (15,192,368) (16,193,602) Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,541,985 8,056,940 9,063,729 2,796,675 3,513,685 Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 121,150 149,695 224,375 49,477 73,575 Selling and marketing expenses /H1118/H1118 (432,763) (437,151) (584,386) (169,056) (273,638) Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118(2,572,252) (2,921,968) (3,556,039) (914,489) (1,123,233) Research and development costs /H1118/H1118 (2,138,848) (2,541,498) (2,584,929) (859,999) (1,107,696) Impairment reversal/(losses) on trade and other receivables /H1118/H1118/H1118/H1118 15,762 (35,991) (32,434) (11,303) (16,157) Other net gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186(c) 309,229 230,393 176,633 21,119 27,463 Profit from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118844,263 2,500,420 2,706,949 912,424 1,093,999 Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186(a) (477,528) (889,772) (827,840) (258,956) (397,806) Share of profits/(losses) of equity- accounted investees, net of tax /H1118 113,083 151,633 116,640 33,754 (626) Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118479,818 1,762,281 1,995,749 687,222 695,567 Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (246,557) (522,189) (669,467) (203,692) (205,039) Profit for the year/period /H1118/H1118/H1118/H1118/H1118 233,261 1,240,092 1,326,282 483,530 490,528 Attributable to: Equity shareholders of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118394,184 1,083,191 960,470 345,630 388,054 Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118 (160,923) 156,901 365,812 137,900 102,474 Profit for the year/period /H1118/H1118/H1118/H1118/H1118 233,261 1,240,092 1,326,282 483,530 490,528 Earnings per share Basic (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810(a) 0.29 0.78 0.69 0.25 0.28 Diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810(b) 0.29 0.78 0.69 0.25 0.28 The accompanying notes form part of the Historical Financial Information. APPENDIX I ACCOUNTANTS’ REPORT – I-5 – --- page 504 --- CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (Expressed in Renminbi) Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Profit for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233,261 1,240,092 1,326,282 483,530 490,528 Item that will not be reclassified to profit or loss: Remeasurement of net defined benefit liability /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118344,167 (44,656) 41,303 6,382 11,866 Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income of equity-accounted investees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,254 32,126 (27,068) (6,942) – Exchange differences on translation of financial statements in foreign companies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388,302 194,051 (820,061) (278,818) 707,738 Cash flow hedges – net movement in the hedging reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,694 (120,454) (41,686) 35,425 (39,339) Other comprehensive income/(loss) for the year/period, net of tax /H1118/H1118/H1118/H1118939,417 61,067 (847,512) (243,953) 680,265 Total comprehensive income for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,172,678 1,301,159 478,770 239,577 1,170,793 APPENDIX I ACCOUNTANTS’ REPORT – I-6 – --- page 505 --- CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in Renminbi) As at 31 December As at 30 April Note 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Non-current assets Property, plant and equipment /H1118/H1118/H111811 13,356,202 13,814,128 16,061,449 16,617,706 Investment property /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 – – 20,895 20,307 Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 1,189,408 1,143,990 1,657,153 1,693,335 Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 3,941,526 4,207,511 5,380,349 5,652,949 Interests in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 1,977,502 2,185,497 57,774 59,247 Interest in joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H111814 109,797 109,817 109,786 109,786 Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 5,421,070 5,547,002 7,216,315 7,301,520 Trade and other receivables /H1118/H1118/H1118/H1118/H111821 377,688 355,473 304,029 332,627 Prepayments and other assets /H1118/H1118/H1118/H111822 823,164 1,682,305 1,671,264 2,032,031 Other financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 707,483 213,590 245,974 624,959 Derivative financial instruments /H1118/H111818 189,820 79,168 34,807 9,364 Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 1,042,547 1,185,982 1,317,538 1,399,256 29,136,207 30,524,463 34,077,333 35,853,087--------- --------- --------- --------- Current assets Derivative financial instruments /H1118/H111818 81,776 104,103 55,628 56,590 Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 7,436,464 7,836,849 9,091,939 9,651,427 Trade and other receivables /H1118/H1118/H1118/H1118/H111821 10,133,224 11,068,868 11,354,548 11,742,883 Prepayments and other assets /H1118/H1118/H1118/H111822 1,453,691 1,895,533 1,955,668 2,155,617 Other financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 465,786 280,724 560,482 1,040,749 Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823(a) 1,559,425 922,792 869,892 1,164,888 Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H111823(a) 3,845,521 4,253,516 5,979,070 5,347,044 Assets held for sale /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 – – 221,308 20,824 24,975,887 26,362,385 30,088,535 31,180,022--------- --------- --------- --------- Current liabilities Loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 6,969,046 7,638,528 8,495,857 10,746,856 Derivative financial instruments /H1118/H111818 339 3,671 16,146 32,744 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H111827 12,404,293 13,542,303 15,215,428 15,878,566 Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 681,942 658,424 733,725 706,144 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 128,506 133,189 197,373 234,829 Current taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 229,778 265,327 234,931 218,847 Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 461,310 389,166 752,338 555,895 Liabilities directly associated with the assets held for sale /H1118/H1118/H1118/H1118/H1118/H111824 – – 94,031 – 20,875,214 22,630,608 25,739,829 28,373,881--------- -------- -------- -------- Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,100,673 3,731,777 4,348,706 2,806,141--------- -------- -------- -------- Total assets less current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,236,880 34,256,240 38,426,039 38,659,228--------- -------- -------- -------- The accompanying notes form part of the Historical Financial Information. APPENDIX I ACCOUNTANTS’ REPORT – I-7 – --- page 506 --- As at 31 December As at 30 April Note 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Non-current liabilities Loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 12,467,739 11,960,008 15,185,426 14,814,861 Defined benefit plan obligations /H1118/H111826 1,097,687 1,210,280 1,108,255 1,185,530 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H111827 519,583 522,734 447,680 496,785 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 651,639 619,135 771,122 784,905 Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 102,952 101,280 151,418 162,329 Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 328,567 284,310 249,318 256,014 Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 365,035 432,121 667,277 727,937 15,533,202 15,129,868 18,580,496 18,428,361--------- -------- -------- -------- Net assets 17,703,678 19,126,372 19,845,543 20,230,867--------- -------- -------- -------- CAPITAL AND RESERVES /H1118/H1118/H1118/H1118 Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833(c) 1,368,085 1,408,702 1,408,702 1,408,702 Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,884,815 12,170,332 12,149,380 12,104,333 Total equity attributable to equity shareholders of the Company /H1118/H1118 12,252,900 13,579,034 13,558,082 13,513,035 Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H11185,450,778 5,547,338 6,287,461 6,717,832 TOTAL EQUITY /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,703,678 19,126,372 19,845,543 20,230,867 The accompanying notes form part of the Historical Financial Information. APPENDIX I ACCOUNTANTS’ REPORT – I-8 – --- page 507 --- STATEMENTS OF FINANCIAL POSITION OF THE COMPANY (Expressed in Renminbi) As at 31 December As at 30 April Note 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Non-current assets Property, plant and equipment /H1118/H1118/H111811 664,214 642,580 641,232 635,439 Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118383 251 120 75 Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118194,248 188,866 183,550 181,652 Interests in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 395,996 744,438 – – Investments in subsidiaries /H1118/H1118/H1118/H1118/H111816 13,807,675 13,906,938 14,185,197 15,851,348 Trade and other receivables /H1118/H1118/H1118/H1118/H111821 4,113 304,268 – – Other financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 562,210 – – 301,313 Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 60,618 48,282 21,636 14,743 15,689,457 15,835,623 15,031,735 16,984,570--------- --------- --------- -------- Current assets Derivative financial instruments /H1118/H1118 4,507 12,298 – – Trade and other receivables /H1118/H1118/H1118/H1118/H111821 2,756,053 3,490,446 4,189,377 2,941,011 Prepayments and other assets /H1118/H1118/H1118/H1118 32,945 22,128 19,730 33,331 Other financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 465,786 280,724 146,832 440,938 Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H111823(a) 285,263 116,634 – – Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H111823(a) 1,143,646 1,422,158 1,610,050 2,036,960 4,688,200 5,344,388 5,965,989 5,452,240--------- --------- --------- -------- Current liabilities Loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 3,876,879 3,720,318 2,516,595 3,089,501 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H111827 172,833 161,929 275,489 596,627 4,049,712 3,882,247 2,792,084 3,686,128 Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118638,488 1,462,141 3,173,905 1,766,112--------- -------- -------- -------- Non-current liabilities Loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,921,466 3,262,627 4,359,521 5,395,609 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H111827 1,280 3,004 – – 2,922,746 3,265,631 4,359,521 5,395,609--------- -------- -------- -------- Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,405,199 14,032,133 13,846,119 13,355,073--------- -------- -------- -------- CAPITAL AND RESERVES Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833(c) 1,368,085 1,408,702 1,408,702 1,408,702 Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,037,114 12,623,431 12,437,417 11,946,371 TOTAL EQUITY /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,405,199 14,032,133 13,846,119 13,355,073 The accompanying notes form part of the Historical Financial Information. APPENDIX I ACCOUNTANTS’ REPORT – I-9 – --- page 508 --- CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Expressed in Renminbi) Attributable to equity shareholders of the Company Note Share capital Treasury shares Share premium PRC statutory reserves Share- based payment reserve Other reserve Retained earnings Sub-total Non- controlling interests Total equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Note 33) (Note 33) (Note 33) (Note 33) (Note 33) (Note 33) Balance at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H11181,368,085 (225,264) 11,769,229 134,467 30,135 (2,226,604) 523,227 11,373,275 5,481,443 16,854,718------- - - ---- -------- - ----- ----- -------- ------ -------- ------- -- ------ Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 394,184 394,184 (160,923) 233,261 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– 655,239 – 655,239 284,178 939,417 Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– 655,239 394,184 1,049,423 123,255 1,172,678------- - - ---- -------- - ----- ----- -------- ------ -------- ------- -- ------ Transactions with non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (208,151) – (208,151) (141,230) (349,381) Equity-settled share-based transaction /H1118/H1118 –––– 38,353 – – 38,353 370 38,723 Appropriation to statutory reserves /H1118/H1118/H1118 – – – 16,099 – – (16,099) – – – Profit distribution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––––– (13,060) (13,060) Balance at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H11181,368,085 (225,264) 11,769,229 150,566 68,488 (1,779,516) 901,312 12,252,900 5,450,778 17,703,678 The accompanying notes form part of the Historical Financial Information. APPENDIX I ACCOUNTANTS’ REPORT – I-10 – --- page 509 --- Attributable to equity shareholders of the Company Note Share capital Treasury shares Share premium PRC statutory reserves Share- based payment reserve Other reserve Retained earnings Sub-total Non- controlling interests Total equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Note 33) (Note 33) (Note 33) (Note 33) (Note 33) (Note 33) Balance at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H11181,368,085 (225,264) 11,769,229 150,566 68,488 (1,779,516) 901,312 12,252,900 5,450,778 17,703,678------- - - ---- -------- - ----- ----- -------- ------ -------- ------- -- ------ Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 1,083,191 1,083,191 156,901 1,240,092 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– 20,361 – 20,361 40,706 61,067 Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– 20,361 1,083,191 1,103,552 197,607 1,301,159------- - - ---- -------- - ----- ----- -------- ------ -------- ------- -- ------ Issue of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,617 – 314,35 5–––– 354,972 – 354,972 Transactions with non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (29,679) – (29,679) (92,511) (122,190) Equity-setted share-based transaction /H1118/H1118 –––– 33,900 – – 33,900 5,138 39,038 Appropriation to statutory reserves /H1118/H1118/H1118 – – – 38,538 – – (38,538) – – – Profit distribution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– (136,808) (136,808) (13,674) (150,482) Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 1 9 7– 1 9 7– 1 9 7 Balance at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H11181,408,702 (225,264) 12,083,584 189,104 102,388 (1,788,637) 1,809,157 13,579,034 5,547,338 19,126,372 APPENDIX I ACCOUNTANTS’ REPORT – I-11 – --- page 510 --- Attributable to equity shareholders of the Company Note Share capital Treasury shares Share premium PRC statutory reserves Share- based payment reserve Other reserve Retained earnings Sub-total Non- controlling interests Total equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Note 33) (Note 33) (Note 33) (Note 33) (Note 33) (Note 33) Balance at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 (225,264) 12,083,584 189,104 102,388 (1,788,637) 1,809,157 13,579,034 5,547,338 19,126,372------- - - ---- -------- - ----- ----- -------- ------ -------- ------- -- ------ Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 960,470 960,470 365,812 1,326,282 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– (463,760) – (463,760) (383,752) (847,512) Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– (463,760) 960,470 496,710 (17,940) 478,770------- - - ---- -------- - ----- ----- -------- ------ -------- ------- -- ------ Repurchase of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118 – (194,109) ––––– (194,109) – (194,109) Capital invested by minority shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––––– 3,400 3,400 Non-controlling interests arising from business combinations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––––– 1,330,507 1,330,507 Transactions with non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 14,757 – 14,757 (556,926) (542,169) Equity-setted share-based transaction /H1118/H1118 –––– 26,574 – – 26,574 533 27,107 Appropriation to statutory reserves /H1118/H1118/H1118 – – – 36,798 – – (36,798) – – – Profit distribution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– (365,547) (365,547) (16,565) (382,112) Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 6 6 3– 6 6 3 (2,886) (2,223) Balance at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H11181,408,702 (419,373) 12,083,584 225,902 128,962 (2,236,977) 2,367,282 13,558,082 6,287,461 19,845,543 APPENDIX I ACCOUNTANTS’ REPORT – I-12 – --- page 511 --- (Unaudited) Attributable to equity shareholders of the Company (unaudited) Note Share capital Treasury shares Share premium PRC statutory reserves Share- based payment reserve Other reserve Retained earnings Sub-total Non- controlling interests Total equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Note 33) (Note 33) (Note 33) (Note 33) (Note 33) (Note 33) Balance at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 (225,264) 12,083,584 189,104 102,388 (1,788,637) 1,809,157 13,579,034 5,547,338 19,126,372------- - - ---- -------- - ----- ----- -------- ------ -------- ------- -- ------ Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 345,630 345,630 137,900 483,530 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– (202,287) – (202,287) (41,666) (243,953) Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– (202,287) 345,630 143,343 96,234 239,577------- - - ---- -------- - ----- ----- -------- ------ -------- ------- -- ------ Repurchase of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118 – (26,549) ––––– (26,549) – (26,549) Transactions with non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 185,554 – 185,554 515,471 701,025 Equity-setted share-based transaction /H1118/H1118 –––– 5,609 – – 5,609 205 5,814 Profit distribution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––––– (4,236) (4,236) Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 2 5 8– 2 5 8– 2 5 8 Balance at 30 April 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 (251,813) 12,083,584 189,104 107,997 (1,805,112) 2,154,787 13,887,249 6,155,012 20,042,261 APPENDIX I ACCOUNTANTS’ REPORT – I-13 – --- page 512 --- Attributable to equity shareholders of the Company Note Share capital Treasury shares Share premium PRC statutory reserves Share- based payment reserve Other reserve Retained earnings Sub-total Non- controlling interests Total equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Note 33) (Note 33) (Note 33) (Note 33) (Note 33) (Note 33) Balance at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 (419,373) 12,083,584 225,902 128,962 (2,236,977) 2,367,282 13,558,082 6,287,461 19,845,543------- - - ---- -------- - ----- ----- -------- ------ -------- ------- -- ------ Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 388,054 388,054 102,474 490,528 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– 515,411 – 515,411 164,854 680,265 Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– 515,411 388,054 903,465 267,328 1,170,793------- - - ---- -------- - ----- ----- -------- ------ -------- ------- -- ------ Repurchase of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118 – (190,435) ––––– (190,435) – (190,435) Transactions with non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (422,216) – (422,216) 161,009 (261,207) Equity-setted share-based transaction /H1118/H1118 – 67,579 – – (37,324) – – 30,255 106 30,361 Profit distribution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– (369,287) (369,287) – (369,287) Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 3,171 – 3,171 1,928 5,099 Balance at 30 April 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 (542,229) 12,083,584 225,902 91,638 (2,140,611) 2,386,049 13,513,035 6,717,832 20,230,867 APPENDIX I ACCOUNTANTS’ REPORT – I-14 – --- page 513 --- CONSOLIDATED STATEMENTS OF CASH FLOWS Y ears ended 31 December Four months ended 30 April Note 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Operating activities Cash generated from operations /H1118/H111823(b) 2,601,283 4,420,319 5,242,853 910,943 940,048 Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(431,463) (491,303) (641,049) (252,362) (246,198) Net cash generated from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H11182,169,820 3,929,016 4,601,804 658,581 693,850-------- -------- -------- -------- --------- Investing activities Payment for purchases of property, plant and equipment, intangible assets and right-of-use assets /H1118/H1118 (3,303,932) (3,770,427) (3,212,593) (1,278,873) (1,300,381) Proceeds from disposal of property, plant and equipment, and right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118 101,443 630,704 145,405 1,043 25,712 Earnest money paid for the purchase of non-controlling interest in a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118 – (304,268) (469,706) – – Return of earnest money paid for the purchase of non-controlling interest in a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118 – – 773,974 – – Net proceeds from disposal of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 37,682 Net proceeds from disposal of interest in Ningbo JoysonQuin Automotive Systems Holding Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,000 810,000 340,000 340,000 – Payment for acquisition of associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,017) (539,366) – (15,874) – Acquisition of subsidiaries, net of cash acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 499,061 – – Payment for purchase of other financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,395,365) (844,000) (458,946) (178,672) (2,459,909) Proceeds from disposal of other financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,680,960 1,047,351 281,207 188,327 1,664,326 Dividends received from associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,803 – 28,665 – Repayment of cash advances by associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 101,60 0––– Other cash flows arising from investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,263 40,236 84,696 1,275 8,241 Net cash used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,674,845) (2,828,170) (1,988,237) (942,774) (2,024,329)-------- -------- -------- -------- --------- The accompanying notes form part of the Historical Financial Information. APPENDIX I ACCOUNTANTS’ REPORT – I-15 – --- page 514 --- Y ears ended 31 December Four months ended 30 April Note 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Financing activities Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118 5,709,959 8,413,356 13,945,636 6,656,547 6,314,112 Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118(5,664,902) (8,727,177) (12,477,391) (5,370,825) (4,907,605) Payment of capital element and interest element of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(189,373) (218,113) (271,713) (85,220) (85,513) Interest of bank loans paid /H1118/H1118/H1118/H1118/H1118 (762,930) (904,021) (1,142,681) (415,109) (376,661) Proceeds from non-public issuance of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 354,97 3––– Contribution from minority shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118891,667 – 94,500 – – Payment for the purchase of non- controlling interests in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(301,915) (106,800) (2,091,502) (469,706) (270,327) Proceeds from partial disposal of interests in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118 – – 1,475,000 1,475,000 – Dividends paid to equity shareholders of the Company and non-controlling interests /H1118/H1118/H1118 (13,060) (149,582) (388,885) (15,739) (1,879) Payment for repurchase of shares /H1118 – – (194,109) (26,549) (190,435) Net change in restricted cash /H1118/H1118/H1118/H1118 137,220 636,707 182,455 88,143 144,965 Listing expenses paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – – (2,316) – (17,362) Other cash flows arising from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(37,611) (25,395) (535) 1,394 (4,188) Net cash (used in)/generated from financing activities /H1118/H1118/H1118/H1118 (230,945) (726,052) (871,541) 1,837,936 605,107-------- -------- -------- -------- --------- Net (decrease)/increase in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118 (735,970) 374,794 1,742,026 1,553,743 (725,372) Cash and cash equivalents at the beginning of the year/period /H1118/H1118 4,549,246 3,845,521 4,253,516 4,253,516 5,979,070 Effect of foreign exchange rate changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,245 33,201 (16,472) (13,098) 93,346 Cash and cash equivalents at the end of the year/period /H1118/H1118/H1118/H1118/H111823 3,845,521 4,253,516 5,979,070 5,794,161 5,347,044 The accompanying notes form part of the Historical Financial Information. APPENDIX I ACCOUNTANTS’ REPORT – I-16 – --- page 515 --- NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Expressed in Renminbi unless otherwise indicated) 1 BASIS OF PREPARATION AND PRESENTATION OF HISTORICAL FINANCIAL INFORMATION In 2004, Ningbo Joyson Electronic Corp. (changed to current name in February 2014, hereinafter referred to as “Joyson Electronics” or “the Company”) started automotive components business and since then operated under Joyson Holding Co., Ltd. ( referred to as “Joyson Group”). As at April 2011, Liaoyuan Deheng, the predecessor of the Company, entered into an agreement for assets purchase by share issue with, among others, Joyson Group, pursuant to which Liaoyuan Deheng agreed to acquire a controlling stake in the operating entities of the Company’s business at the time from Joyson Group and other selling shareholders. In December 2011, as approved by China Securities Regulatory Commission (the “CSRC”), the transaction was completed. As a result, the operating entities were consolidated under the Company and the Company became listed on the Shanghai Stock Exchange. As at 14 December 2012, the Company completed the transaction of acquiring 74.90% equity of Preh Holding GmbH and 5.10% equity of Preh GmbH through issuing shares to Joyson Group and acquiring 25.10% equity of Preh Holding GmbH from DB AGFund IV GmbH & Co. KG and other shareholders through cash payment, after which the Company held 100% equity of Preh Holding GmbH and 5.10% equity of Preh GmbH. As at 27 January 2015, the Company completed the acquisition of 75% equity of Quin GmbH by funds raised through non-public offering of shares, and as at 12 April 2018, the Company completed the acquisition of 25% equity of Quin GmbH though its wholly-owned subsidiary Ningbo JoysonQuin Automotive Systems Holding Co., Ltd. ( ྐྵ ʮ̡) (hereinafter referred to as “Joyson Quin”), after which the Company held 100% equity of Quin GmbH. As at 29 April 2016 and 2 June 2016, the Company completed the acquisition of the automobile information segment of TechniSat Digital GmbH and the mergers of KSS Holdings, Inc. through its wholly-owned subsidiary respectively. As at 12 April 2018, the Company completed the acquisition of the business of the liquidated Takata Corporation other than its phase stabilized ammonium nitrate business (hereinafter referred to as “Takata related business”) through its wholly-owned subsidiary, KSS Holdings, Inc. (subsequently known as Joyson Auto Safety Holdings S.A.). As at 31 December 2020, Guangdong Senssun Weighing Apparatus Group Ltd. (ࠢ ʮ̡) (hereinafter referred to as “Senssun”) completed the acquisition of 51% equity of Joyson Quin from the Company. On 18 December 2024, the Company obtained control over Senssun, which became the Company’s subsidiary. As at 31 December 2024, the Company held 32,037,000 shares in total of Senssun, representing approximately 24.26% of its total issued share capital. Mr. ZHAO Y ukun (׺the then controlling shareholder of Senssun, and his concert parties held approximately in total 28.28% interest in Senssun. On 28 November 2024, Mr.ZHAO Y ukun (׺ceased to hold any management roles or responsibilities within Senssun. Mr. ZHAO Y ukun and his then concert parties terminated their acting-in-concert agreement and in support of the Company’s control of Senssun, each of Mr. ZHAO Y ukun and his then concert parties has further undertaken not to seek control of Senssun and will vote for the resolutions to appoint directors nominated by the Company in the general meetings of Senssun. On the same date, the Company initiated the board restructuring of Senssun with a majority of the board members nominated by the Company. Such nomination was approved by the shareholders of Senssun on 18 December 2024, formally acknowledging the Company’s position to control a majority of the board composition of Senssun. Immediatedly after the shareholder meeting of Senssun, Senssun becomes the Company’s subsidiary. From January 2025 to April 2025, the Company has further acquired 7,584,600 shares of Senssun, representing 5.75% of its total issued share capital, from the secondary market. Upon completion of these transactions, the Company held 39,621,600 shares of Senssun, representing approximately 29.9992% of its total issued share capital. APPENDIX I ACCOUNTANTS’ REPORT – I-17 – --- page 516 --- The Company and its subsidiaries (hereinafter collectively referred to as “the Group”) are principally engaged in R&D, manufacturing and sales of automotive components, including Human Machine Interface products, Telematics, Automative Safety Systems, and Electronics Products of New Energy V ehicle, etc.. The Group mainly carried out it’s business in China, the United States, Japan, Germany, Mexico, Italy, Romania, Portugal, Poland, Brasil and India. The financial statements of the Company and the subsidiaries of the Group for which there are statutory requirements were prepared in accordance with the relevant accounting rules and regulations applicable to entities in the countries in which they were incorporated and/or established. The statutory financial statements of the Company for the years ended 31 December 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 audited by KPMG Huazhen LLP ה( ౷ஷΥྫ). Information about the statutory financial statements of the subsidiaries within the Group are set out in Note 16. The Historical Financial Information has been prepared in accordance with all applicable IFRS Accounting Standards issued by the International Accounting Standard Board (“IASB”). Further details of the material accounting policy information are set out in Note 2. The IASB has issued a number of new and revised IFRS Accounting Standards. For the purpose of preparing the Historical Financial Information, the Group has adopted all applicable new and revised IFRS Accounting Standards to the Track Record Period, except for any new standards or interpretations that are not yet effective for Track Record Period. The revised and new accounting standards and interpretations issued but not yet effective for the Track Record Period are set out in Note 41. The Historical Financial Information also complies with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The accounting policies set out below have been applied consistently to all periods presented in the Historical Financial Information. The Stub Period Corresponding Financial Information has been prepared in accordance with the same basis of preparation and presentation adopted in respect of the Historical Financial Information. The Historical Financial Information and the Stub Period Corresponding Financial Information are presented in Renminbi (“RMB”) and all values are rounded to the nearest thousand (RMB’000) except when otherwise indicated. 2 MATERIAL ACCOUNTING POLICY INFORMATION (a) Basis of measurement The measurement basis used in the preparation of the Historical Financial Information is the historical cost basis except that the financial assets measured at FVPL, the financial assets measured at FVOCI, derivative financial instruments, assets held for sale and liabilities directly associated with the assets held for sale which are stated at the lower of their carrying amount and fair value as explained in Notes 2(f), 2(g) and 2(m). (b) Use of estimates and judgements The preparation of the Historical Financial Information in conformity with IFRS Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Judgements made by management in the application of IFRS Accounting Standards that have significant effect on the Historical Financial Information and major sources of estimation uncertainty are discussed in Note 3. APPENDIX I ACCOUNTANTS’ REPORT – I-18 – --- page 517 --- (c) Basis of consolidation i. Business combinations The Group accounts for business combinations under the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a “concentration test” that permits a simplified assessment of whether an acquired set if activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, that it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. ii. Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the Historical Financial Information from the date on which control commences until the date on which control ceases. iii. Non-controlling interests (“NCI”) NCI are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. iv. Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. v. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gain or losses) arising from intra-group transactions, are eliminated. (d) Associates and joint ventures An associate is an entity in which the Group or Company has significant influence, but not control or joint control, over its management, including participation in the financial and operating policy decisions. A joint venture is an arrangement whereby the Group or Company and other parties contractually agree to share control of the arrangement, and have rights to the net assets of the arrangement. APPENDIX I ACCOUNTANTS’ REPORT – I-19 – --- page 518 --- An investment in an associate or a joint venture is accounted for under the equity method, unless it is classified as held for sale (or included in a disposal group that is classified as held for sale). Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Group’s share of the acquisition-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). The cost of the investment includes purchase price, other costs directly attributable to the acquisition of the investment, and any direct investment into the associate or a joint venture that forms part of the Group’s equity investment. Thereafter, the investment is adjusted for the post acquisition change in the Group’s share of the investee’s net assets and any impairment loss relating to the investment (see Note 2(f)). Any acquisition date excess over cost, the Group’s share of the post-acquisition, post-tax results of the investees and any impairment losses for the year are recognised in the consolidated statement of profit or loss, whereas the Group’s share of the post-acquisition post-tax items of the investees’ other comprehensive income is recognised in the consolidated statement of profit or loss and other comprehensive income. When the Group’s share of losses exceeds its interest in the associate or the joint venture, the Group’s interest is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the investee. For this purpose, the Group’s interest is the carrying amount of the investment under the equity method together with any other long-term interests that in substance form part of the Group’s net investment in the associate or the joint venture. Unrealised profits and losses resulting from transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in the investee, except where unrealised losses provide evidence of an impairment of the asset transferred, in which case they are recognised immediately in profit or loss. If an investment in an associate becomes an investment in a joint venture or vice versa, the retained interest is not remeasured. Instead, the investment continues to be accounted for under the equity method. In all other cases, when the Group ceases to have significant influence over an associate or joint control over a joint venture, it is accounted for as a disposal of the entire interest in that investee, with a resulting gain or loss being recognised in profit or loss. Any interest retained in that former investee at the date when significant influence or joint control is lost is recognised at fair value and this amount is regarded as the fair value on initial recognition of a financial asset (see Note 2(f)). In the Company’s statement of financial position, investments in associates and joint ventures are stated at cost less impairment losses (see Note 2(n)), unless classified as held for sale (or included in a disposal group that is classified as held for sales). (e) Goodwill Goodwill represents the excess of (i) the aggregate of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the Group’s previously held equity interest in the acquiree; over (ii) the net fair value of the acquiree’s identifiable assets and liabilities measured as at the acquisition date. When (ii) is greater than (i), then this excess is recognised immediately in profit or loss as a gain on a bargain purchase. Goodwill is stated at cost less accumulated impairment losses. Goodwill arising on a business combination is allocated to each cash-generating unit, or groups of cash generating units, which is expected to benefit from the synergies of the combination and is tested annually for impairment (see Note 2(n)). On disposal of a cash generating unit during the year, any attributable amount of purchased goodwill is included in the calculation of the profit or loss on disposal. APPENDIX I ACCOUNTANTS’ REPORT – I-20 – --- page 519 --- (f) Other investments in debt and securities The Group’s policies for investments in debt and equity securities, other than investments in subsidiaries and associates, are set out below. Investments in debt and equity securities are recognised/derecognised on the date the Group commits to purchase/sell the investment. The investments are initially stated at fair value plus directly attributable transaction costs, except for those investments measured at fair value through profit or loss (FVPL) for which transaction costs are recognised directly in profit or loss. These investments are subsequently accounted for as follows, depending on their classification. Investments other than equity investments Non-equity investments held by the Group are classified into one of the following measurement categories: – amortised cost, if the investment is held for the collection of contractual cash flows which represent solely payments of principal and interest. Interest income from the investment is calculated using the effective interest method. – fair value through other comprehensive income (FVOCI) — recycling, if the contractual cash flows of the investment comprise solely payments of principal and interest and the investment is held within a business model whose objective is achieved by both the collection of contractual cash flows and sale. Changes in fair value are recognised in other comprehensive income, except for the recognition in profit or loss of expected credit losses, interest income (calculated using the effective interest method) and foreign exchange gains and losses. When the investment is derecognised, the amount accumulated in other comprehensive income is recycled from equity to profit or loss. – fair value at profit or loss (FVPL) if the investment does not meet the criteria for being measured at amortised cost or FVOCI (recycling). Changes in the fair value of the investment (including interest) are recognised in profit or loss. Equity investments An investment in equity securities is classified as FVPL unless the equity investment is not held for trading purposes and on initial recognition of the investment the Group makes an election to designate the investment at FVOCI (non-recycling) such that subsequent changes in fair value are recognised in other comprehensive income. Such elections are made on an instrument-by-instrument basis, but may only be made if the investment meets the definition of equity from the issuer’s perspective. Where such an election is made, the amount accumulated in other comprehensive income remains in the fair value reserve (non-recycling) until the investment is disposed of. At the time of disposal, the amount accumulated in the fair value reserve (non-recycling) is transferred to retained earnings. It is not recycled through profit or loss. Dividends from an investment in equity securities, irrespective of whether classified as at FVPL or FVOCI, are recognised in profit or loss as other income in accordance with the policy set out in Note 2(x)(ii). (g) Derivative financial instruments Derivative financial instruments are recognised at fair value. At the end of each reporting period the fair value is remeasured. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss, except where the derivatives qualify for cash flow hedge accounting or hedges of net investment in a foreign operation, in which case recognition of any resultant gain or loss depends on the nature of the item being hedged (see Note 2(h)). (h) Hedging The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly probable forecast transactions arising from changes in foreign exchange rates and variable rate borrowings (cash flow hedges). Some borrowings are designated as hedges of the foreign exchange risk of a net investment in a foreign operation. APPENDIX I ACCOUNTANTS’ REPORT – I-21 – --- page 520 --- (i) Cash flow hedges Where a derivative financial instrument is designated as a hedging instrument in a cash flow hedge, the effective portion of any gain or loss on the derivative financial instrument is recognised in other comprehensive income and accumulated separately in equity in the hedging reserve. The ineffective portion of any gain or loss is recognised immediately in profit or loss. If a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset such as inventory, the associated gain or loss is reclassified from equity to be included in the initial cost of the non-financial asset. For all other hedged forecast transactions, the amount accumulated in the hedging reserve is reclassified from equity to profit or loss in the same period or periods during which the hedged cash flows affect profit or loss (such as when a forecast sale occurs or interest expense is recognised). If a hedge no longer meets the criteria for hedge accounting (including when the hedging instrument expires or is sold, terminated or exercised), then hedge accounting is discontinued prospectively. When hedge accounting is discontinued, but the hedged forecast transaction is still expected to occur, the amount that has been accumulated in the hedging reserve remains in equity until the transaction occurs and it is recognised in accordance with the above policy. If the hedged transaction is no longer expected to take place, the amount that has been accumulated in the hedging reserve is reclassified from equity to profit or loss immediately. (ii) Hedge of net investments in foreign operations The effective portion of any foreign exchange gain or loss on the borrowings is recognised in other comprehensive income and accumulated in equity in the exchange reserve until the disposal of the foreign operation, at which time the cumulative gain or loss is reclassified from equity to profit or loss. The ineffective portion is recognised immediately in profit or loss. (iii) Fair value hedges A fair value hedge is a hedge of the exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm commitment, or a portion of such an asset, liability or firm commitment. The gain or loss from remeasuring the hedging instrument is recognised in profit or loss. The gain or loss on the hedged item attributable to the hedged risk adjusts the carrying amount of the recognised hedged item not measured at fair value and is recognised in profit or loss. Any adjustment to the carrying amount of a hedged item is amortised to profit or loss if the hedged item is a financial instrument (or a component thereof) measured at amortised cost. The amortisation is based on a recalculated effective interest rate at the date that amortisation begins. (i) Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses (see Note 2(n)). The cost of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to working condition and location for its intended use. Subsequent expenditure relating to an item of property, plant and equipment that has already been recognized is added to the carrying amount of the asset when it is probable that the future economic benefits, in excess of the original assessed standard of performance of the existing asset, will flow to the Group. All other subsequent expenditure is recognized as an expense in profit or loss in the period in which it is incurred. Construction in progress represents buildings and various machinery, plant and equipment under construction and pending installation, and is stated at cost less impairment losses (see Note 2(n)). Cost comprises direct costs of construction as well as interest charges during the periods of construction. Construction in progress is transferred to property, plant and equipment when the asset is substantially ready for its intended use. No depreciation is provided in respect of construction in progress. APPENDIX I ACCOUNTANTS’ REPORT – I-22 – --- page 521 --- Items may be produced while bringing an item of property, plant and equipment to the location and condition necessary for it to be capable of operating in the manner intended by management. The proceeds from selling any such items and the related costs are recognised in profit or loss. Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognised in profit or loss on the date of retirement or disposal. Any related revaluation surplus is transferred from the revaluation reserve to retained profits and is not reclassified to profit or loss. Depreciation is calculated to write off the cost of items of property (self-owned land excluded), plant and equipment, less their estimated residual value, if any, using the straight-line method over their estimated useful lives as follows: – Self-owned land is not depreciated – Buildings and building improvement: 10 to 50 years – Machinery and equipment: 5 to 15 years – Motor vehicles: 2 to 20 years – Other equipment: 3 to 5 years – Leasehold improvements: Shorter of their useful lives and the lease term Where parts of an item of property, plant and equipment have different useful lives, the cost of the item is allocated on a reasonable basis between the parts and each part is depreciated separately. Both the useful life of an asset and its residual value, if any, are reviewed annually. (j) Intangible assets (other than goodwill) Expenditure on research activities is recognised as an expense in the period in which it is incurred. Expenditure on development activities is capitalised if the product or process is technically and commercially feasible and the Group has sufficient resources and the intention to complete development. The expenditure capitalised includes the costs of materials, direct labour, and an appropriate proportion of overheads and borrowing costs, where applicable (see Note 2(z)). Capitalised development costs are stated at cost less accumulated amortisation and impairment losses (see Note 2(n)). Other development expenditure is recognised as an expense in the period in which it is incurred. Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation (where the estimated useful life is finite) and impairment losses (see Note 2(n)). Expenditure on internally generated goodwill and brands is recognised as an expense in the period in which it is incurred. Amortisation of intangible assets with finite useful lives is charged to profit or loss on a straight-line basis over the assets’ estimated useful lives. The following intangible assets with finite useful lives are amortised from the date they are available for use and their estimated useful lives are as follows: Amortisation period (years) Basis of determination Depreciation method Software and patents /H1118/H1118/H1118/H1118/H1118/H11183 – 10 years Expected years of economic benefits Straight-line method Non-patents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 – 12 years Expected years of economic benefits Straight-line method Capitalised development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 3 – 5 years Expected years of economic benefits Straight-line method Customer relationship and platform /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 12 – 15 years Expected years of economic benefits Straight-line method APPENDIX I ACCOUNTANTS’ REPORT – I-23 – --- page 522 --- Amortisation period (years) Basis of determination Depreciation method Trademarks (formed by business combination) /H1118/H1118/H1118/H1118 the trademark formed by business combination will not be amortized as intangible assets with indefinite service life N/A N/A Other trademarks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 years, 20 years Expected years of economic benefits Straight-line method Franchise, industrial property right /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 5 years Expected years of economic benefits Straight-line method Both the period and method of amortisation are reviewed annually. Intangible assets are not amortised while their useful lives are assessed to be indefinite. Any conclusion that the useful life of an intangible asset is indefinite is reviewed annually to determine whether events and circumstances continue to support the indefinite useful life assessment for that asset. If they do not, the change in the useful life assessment from indefinite to finite is accounted for prospectively from the date of change and in accordance with the policy for amortisation of intangible assets with finite lives as set out above. (k) Lease At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits from that use. Where the contract contains lease component(s) and non-lease component(s), the Group has elected not to separate non-lease components and accounts for each lease component and any associated non-lease components as a single lease component for all leases. At the lease commencement date, the Group recognises a right-of-use asset and a lease liability, except for short-term leases that have a lease term of 12 months or less and leases of low-value assets. When the Group enters into a lease in respect of a low-value asset, the Group decides whether to capitalise the lease on a lease-by-lease basis. The lease payments associated with those leases which are not capitalised are recognised as an expense on a systematic basis over the lease term. Where the lease is capitalised, the lease liability is initially recognised at the present value of the lease payments payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortised cost and interest expense is calculated using the effective interest method. V ariable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability and hence are charged to profit or loss in the accounting period in which they are incurred. The right-of-use asset recognised when a lease is capitalised is initially measured at cost, which comprises the initial amount of the lease liability plus any lease payments made at or before the commencement date, and any initial direct costs incurred. Where applicable, the cost of the right-of-use assets also includes an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, discounted to their present value, less any lease incentives received. The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses (see Note 2(n)(ii)). APPENDIX I ACCOUNTANTS’ REPORT – I-24 – --- page 523 --- The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, or there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or there is a change arising from the reassessment of whether the Group will be reasonably certain to exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Group presents right-of-use assets and lease liabilities separately in the statement of financial position. (l) Investment properties Investment properties are interests in buildings held to earn rental income and/or for capital appreciation, including properties under construction for such purpose, rather than for use in the production or supply of goods or services or for administrative purposes, or for sale in the ordinary course of business. Such properties are measured initially at cost, including related transaction costs. After initial recognition, the Group chooses the cost model to measure all of its investment properties. Depreciation is calculated on the straight-line basis to write off the cost to its residual value over its estimated useful life. The estimated useful lives are 12 years. The carrying amounts of investment properties measured using the cost method are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. As at 31 December 2024, the fair values are not materially different from their original cost. Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the year of the retirement or disposal. (m) Assets held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recoverd primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets or deferred tax assets, which continue to be measured in accordance with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale and subsequent gains and losses on remeasurement are recognised in profit or loss. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and any equity-accounted investee is no longer equity accounted. (n) Credit losses and impairment of assets (i) Credit losses from financial instruments, contract assets and lease receivables The Group recognises a loss allowance for expected credit losses (ECLs) on financial assets measured at amortised cost (including cash and cash equivalents, trade and other receivables and loans to associates). Financial assets measured at fair value, including units in bond funds, equity securities measured at FVPL, equity securities designated at FVOCI (non-recycling) and derivative financial assets, are not subject to the ECL assessment. APPENDIX I ACCOUNTANTS’ REPORT – I-25 – --- page 524 --- Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all expected cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). For undrawn loan commitments, expected cash shortfalls are measured as the difference between (i) the contractual cash flows that would be due to the Group if the holder of the loan commitment draws down on the loan and (ii) the cash flows that the Group expects to receive if the loan is drawn down. The expected cash shortfalls are discounted using the following discount rates where the effect of discounting is material: – fixed-rate financial assets, trade and other receivables and contract assets: effective interest rate determined at initial recognition or an approximation thereof; – variable-rate financial assets: current effective interest rate; The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. In measuring ECLs, the Group takes into account reasonable and supportable information that is available without undue cost or effort. This includes information about past events, current conditions and forecasts of future economic conditions. ECLs are measured on either of the following bases: – 12-month ECLs: these are losses that are expected to result from possible default events within the 12 months after the reporting date; and – Lifetime ECLs: these are losses that are expected to result from all possible default events over the expected lives of the items to which the ECL model applies. Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs. ECLs on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors and an assessment of both the current and forecast general economic conditions at the reporting date. For all other financial instruments (including loan commitments issued), the Group recognises a loss allowance equal to 12-month ECLs unless there has been a significant increase in credit risk of the financial instrument since initial recognition, in which case the loss allowance is measured at an amount equal to lifetime ECLs. Significant increases in credit risk In assessing whether the credit risk of a financial instrument (including a loan commitment) has increased significantly since initial recognition, the Group compares the risk of default occurring on the financial instrument assessed at the reporting date with that assessed at the date of initial recognition. In making this reassessment, the Group considers that a default event occurs when (i) the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or (ii) the financial asset is 90 days past due. The Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward- looking information that is available without undue cost or effort. In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition: – failure to make payments of principal or interest on their contractually due dates; – an actual or expected significant deterioration in a financial instrument’s external or internal credit rating (if available); APPENDIX I ACCOUNTANTS’ REPORT – I-26 – --- page 525 --- – an actual or expected significant deterioration in the operating results of the debtor; and – existing or forecast changes in the technological, market, economic or legal environment that have a significant adverse effect on the debtor’s ability to meet its obligation to the Group. Depending on the nature of the financial instruments, the assessment of a significant increase in credit risk is performed on either an individual basis or a collective basis. When the assessment is performed on a collective basis, the financial instruments are grouped based on shared credit risk characteristics, such as past due status and credit risk ratings. ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since initial recognition. Any change in the ECL amount is recognised as an impairment gain or loss in profit or loss. The Group recognises an impairment gain or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt securities that are measured at FVOCI (recycling), for which the loss allowance is recognised in other comprehensive income and accumulated in the fair value reserve (recycling). Basis of calculation of interest income Interest income recognised in accordance with Note 2(x)(iii) 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 the amortised cost (i.e. the gross carrying amount less loss allowance) of the financial asset. At each reporting date, the Group assesses whether a financial asset is credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable events: – significant financial difficulties of the debtor; – a breach of contract, such as a default or delinquency in interest or principal payments; – it becoming probable that the borrower will enter into bankruptcy or other financial reorganisation; – significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor; or – the disappearance of an active market for a security because of financial difficulties of the issuer. Write-off policy The gross carrying amount of a financial asset, lease receivable or contract asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. Subsequent recoveries of an asset that was previously written off are recognised as a reversal of impairment in profit or loss in the period in which the recovery occurs. APPENDIX I ACCOUNTANTS’ REPORT – I-27 – --- page 526 --- (ii) Impairment of other non-current assets Internal and external sources of information are reviewed at the end of each reporting period to identify indications that the following assets may be impaired or, except in the case of goodwill, an impairment loss previously recognised no longer exists or may have decreased: – property, plant and equipment (other than properties carried at revalued amounts); – intangible assets; – right-of-use assets; – goodwill; – interests in associates and joint ventures; and – investment in subsidiaries. If any such indication exists, the asset’s recoverable amount is estimated. In addition, for goodwill, intangible assets that are not yet available for use and intangible assets that have indefinite useful lives, the recoverable amount is estimated annually whether or not there is any indication of impairment. – Calculation of recoverable amount The recoverable amount of an asset is the greater of its 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. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit). A portion of the carrying amount of a corporate asset (for example, head office building) is allocated to an individual cash-generating unit if the allocation can be done on a reasonable and consistent basis, or to the smallest group of cash-generating units if otherwise. – Recognition of impairment losses An impairment loss is recognised in profit or loss if the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or group of units) and then, to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less costs of disposal (if measurable) or value in use (if determinable). – Reversals of impairment losses In respect of assets other than goodwill, an impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount. An impairment loss in respect of goodwill is not reversed. – Reversals of impairment losses A reversal of an impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognised in prior years. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognised. APPENDIX I ACCOUNTANTS’ REPORT – I-28 – --- page 527 --- (o) Inventories (i) Inventories Inventories are assets which are held for sale in the ordinary course of business, in the process of production for such sale or in the form of materials or supplies to be consumed in the production process or in the rendering of services. Inventories are carried at the lower of cost and net realisable value as follows: Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs. A right to recover returned goods is recognised for the right to recover products from customers sold with a right of return. It is measured in accordance with the policy set out in Note 2(x)(i). (ii) Contract costs Contract costs are either the incremental costs of obtaining a contract with a customer or the costs to fulfil a contract with a customer which are not capitalised as inventory (see Note 2(o)(i)), property, plant and equipment (see Note 2(i)) or intangible assets (see Note 2(j)). Incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained e.g. an incremental sales commission. Incremental costs of obtaining a contract are capitalised when incurred if the costs relate to revenue which will be recognised in a future reporting period and the costs are expected to be recovered. Other costs of obtaining a contract are expensed when incurred. Costs to fulfil a contract are capitalised if the costs relate directly to an existing contract or to a specifically identifiable anticipated contract; generate or enhance resources that will be used to provide goods or services in the future; and are expected to be recovered. Costs that relate directly to an existing contract or to a specifically identifiable anticipated contract may include direct labour, direct materials, allocations of costs, costs that are explicitly chargeable to the customer and other costs that are incurred only because the Group entered into the contract (for example, payments to sub-contractors). Other costs of fulfilling a contract, which are not capitalised as inventory, property, plant and equipment or intangible assets, are expensed as incurred. Capitalised contract costs are stated at cost less accumulated amortisation and impairment losses. Impairment losses are recognised to the extent that the carrying amount of the contract cost asset exceeds the net of (i) remaining amount of consideration that the Group expects to receive in exchange for the goods or services to which the asset relates, less (ii) any costs that relate directly to providing those goods or services that have not yet been recognised as expenses. Amortisation of capitalised contract costs is charged to profit or loss when the revenue to which the asset relates is recognised. The accounting policy for revenue recognition is set out in Note 2(x). APPENDIX I ACCOUNTANTS’ REPORT – I-29 – --- page 528 --- (p) Contract assets and contract liabilities A contract asset is recognised when the Group recognises revenue before being unconditionally entitled to the consideration under the payment terms set out in the contract. Contract assets are assessed for expected credit losses (ECL) in accordance with the policy and are reclassified to receivables when the right to the consideration has become unconditional. A contract liability is recognised when the customer pays consideration before the Group recognises the related revenue (see Note 2(x)). A contract liability would also be recognised if the Group has an unconditional right to receive consideration before the Group recognises the related revenue. In such cases, a corresponding receivable would also be recognised (see Note 2(q)). For a single contract with the customer, either a net contract asset or a net contract liability is presented. For multiple contracts, contract assets and contract liabilities of unrelated contracts are not presented on a net basis. When the contract includes a significant financing component, the contract balance includes interest accrued under the effective interest method (see Note 2(x)). (q) Trade and other receivables Trade receivables that do not contain a significant financing component are initially measured at their transaction price. Trade receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortised cost, using the effective interest method and including allowance for credit losses (see Note 2(n)(i)). (r) Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Cash and cash equivalents are assessed for expected credit losses (ECL) in accordance with the policy set out in Note 2(n)(i). (s) Trade and other payables Trade and other payables are initially recognised at fair value. Subsequent to initial recognition, trade and other payables are stated at amortised cost unless the effect of discounting would be immaterial, in which case they are stated at invoice amounts. (t) Interest-bearing borrowings Interest-bearing borrowings are measured initially at fair value less transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method. Interest expense is recognised in accordance with the Group’s accounting policy for borrowing costs (see Note 2(z)). (u) Employee benefits (i) Short term employee benefits and contributions to defined contribution retirement plans Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement plans and the cost of non-monetary benefits are accrued in the year in which the associated services are rendered by employees. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values. (ii) Defined benefit retirement plan obligations The Group’s net obligation in respect of defined benefit retirement plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine the present value and the fair value of any plan assets is deducted. The calculation is performed by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. APPENDIX I ACCOUNTANTS’ REPORT – I-30 – --- page 529 --- Service cost and net interest expense (income) on the net defined benefit liability (asset) are recognised in profit or loss and allocated by function as part of “cost of sales”, “Selling and marketing expenses” or “administrative expenses”. Current service cost is measured as the increase in the present value of the defined benefit obligation resulting from employee service in the current period. When the benefits of a plan are changed, or when a plan is curtailed, the portion of the changed benefit related to past service by employees, or the gain or loss on curtailment, is recognised as an expense in profit or loss at the earlier of when the plan amendment or curtailment occurs and when related restructuring costs or termination benefits are recognised. Net interest expense (income) for the period is determined by applying the discount rate used to measure the defined benefit obligation at the beginning of the reporting period to the net defined benefit liability (asset). The discount rate is the yield at the end of the reporting period on high quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations. Remeasurements arising from defined benefit retirement plans are recognised in other comprehensive income and reflected immediately in retained earnings. Remeasurements comprise actuarial gains and losses, the return on plan assets (excluding amounts included in net interest on the net defined benefit liability (asset)) and any change in the effect of the asset ceiling (excluding amounts included in net interest on the net defined benefit liability (asset)). (iii) Share-based payments If a share-based payment transaction involves a shareholder or a person under effective control of the Group, and if the service recipient does not have settlement obligations or grants its own equity instruments to its employees, the share-based payment transaction is treated as equity-settled share-based payment. During the vesting period, the number of equity instruments that is expected to vest is reviewed. Any resulting adjustment to the cumulative fair value recognised in prior years is charged/credited to the profit or loss for the year of the review, unless the original employee expenses qualify for recognition as an asset, with a corresponding adjustment to the capital reserve. On vesting date, the amount recognised as an expense is adjusted to reflect the actual number of options that vest (with a corresponding adjustment to the capital reserve) except where forfeiture is only due to not achieving vesting conditions that relate to the market price of the Company’s shares. The equity amount is recognised in the capital reserve until either the option is exercised (when it is included in the amount recognised in share capital for the shares issued) or the option expires (when it is released directly to retained profits). (iv) Termination benefits Termination benefits are recognised at the earlier of when the Group can no longer withdraw the offer of those benefits and when it recognises restructuring costs involving the payment of termination benefits. (v) Income tax Income tax for the year comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognised in profit or loss except to the extent that they relate to items recognised in other comprehensive income or directly in equity, in which case the relevant amounts of tax are recognised in other comprehensive income or directly in equity, respectively. Current tax comprises the estimated tax payable or receivable on the taxable income or loss for the year and any adjustments to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects any uncertainty related to income taxes. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits. Apart from certain limited exceptions, all deferred tax liabilities, and all deferred tax assets to the extent that it is probable that future taxable profits will be available against which the asset can be utilised, are recognised. Future taxable profits that may support the recognition of deferred tax assets arising from deductible temporary differences include those that will arise from the reversal of existing taxable temporary differences, provided those differences relate to the same taxation authority and the same taxable entity, and are expected to reverse either in the same period as the expected reversal of the deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. The same criteria are adopted when determining whether APPENDIX I ACCOUNTANTS’ REPORT – I-31 – --- page 530 --- existing taxable temporary differences support the recognition of deferred tax assets arising from unused tax losses and credits, that is, those differences are taken into account if they relate to the same taxation authority and the same taxable entity, and are expected to reverse in a period, or periods, in which the tax loss or credit can be utilised. Deferred tax is not recognised for: – temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences; – temporary differences related to investment in subsidiaries, associates and joint venture to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and – those related to the income taxes arising from tax laws enacted or substantively enacted to implement the Pillar Two model rules published by the Organisation for Economic Co-operation and Development. The carrying amount of a deferred tax asset is reviewed at the end of each reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the related tax benefit to be utilised. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profits will be available. The amount of deferred tax recognized is measured based on the expected manner of realization or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period. Deferred tax assets and liabilities are not discounted. Additional income taxes that arise from the distribution of dividends are recognised when the liability to pay the related dividends is recognised. Current tax balances and deferred tax balances, and movements therein, are presented separately from each other and are not offset. Current tax assets are offset against current tax liabilities, and deferred tax assets against deferred tax liabilities, if the Company or the Group has the legally enforceable right to set off current tax assets against current tax liabilities and the following additional conditions are met: – in the case of current tax assets and liabilities, the Company or the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously; or – in the case of deferred tax assets and liabilities, if they relate to income taxes levied by the same taxation authority on either; or – the same taxable entity; or – different taxable entities, which, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered, intend to realise the current tax assets and settle the current tax liabilities on a net basis or realise and settle simultaneously. (w) Provisions and contingent liabilities (i) Provisions and contingent liabilities Provisions are recognised when the Group has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote. APPENDIX I ACCOUNTANTS’ REPORT – I-32 – --- page 531 --- (ii) Onerous contracts An onerous contract exists when the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract. Provisions for onerous contracts are measured at the present value of the lower of the expected cost of terminating the contract and the net cost of continuing with the contract. The cost of fulfilling the contract includes both the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling that contract. (iii) Contingent liabilities assumed in business combinations Contingent liabilities assumed in a business combination which are present obligations at the date of acquisition are initially recognised at fair value, provided the fair value can be reliably measured. After their initial recognition at fair value, such contingent liabilities are recognised at the higher of the amount initially recognised, less accumulated amortisation where appropriate, and the amount that would be determined in accordance with Note 2(w)(i). Contingent liabilities assumed in a business combination that cannot be reliably fair valued or were not present obligations at the date of acquisition are disclosed in accordance with Note 2(w)(i). (x) Revenue and other income Income is classified by the Group as revenue when it arises from the sale of goods or the provision of services. Revenue is recognised when control over a product or service is transferred to the customer, at the amount of promised consideration to which the Group is expected to be entitled, excluding those amounts collected on behalf of third parties. Revenue excludes value added tax or other sales taxes and is after deduction of any trade discounts. Further details of the Group’s revenue and other income recognition policies are as follows: (i) Sales of products (a) Sale of automotive components Revenue is recognised when the Group transfers the control over automotive components to customers (i.e. goods accepted by customers)/satisfies the performance obligation in the contract. (b) Sale of weighing apparatus Revenue is recognised when the Group transfers the control over weighing apparatus to customers (i.e. goods accepted by customers or confirms the completion of the transaction)/satisfies the performance obligation in the contract. (c) Rendering of research and development services Sale of R&D means the right of the Group to collect consideration for contractual and independently identifiable performance obligations relating to R&D services. Revenue is recognised when the customer passes the acceptance and the development results are submitted. (d) Sale of tooling Before the mass production, the Group sometimes carries out tooling development activities for customers. Revenue of tooling is recognised when the Group transfers the control over tooling to customers, obtains the verification report and the consent of mass production of relevant products from customers/satisfies the performance obligation in the contract. (ii) Dividends Dividend income from investments is recognised when the shareholder’s right to receive payment is established. APPENDIX I ACCOUNTANTS’ REPORT – I-33 – --- page 532 --- (iii) Interest income Interest income is recognised as it accrues using the effective interest method. For financial assets measured at amortised cost or FVOCI (recycling) that are not credit-impaired, the effective interest rate is applied to the gross carrying amount of the asset. For credit impaired financial assets, the effective interest rate is applied to the amortised cost (i.e. gross carrying amount net of loss allowance) of the asset (see Note 2(n)(i)). (iv) Government grant Government grants are recognised in the statement of financial position initially when there is reasonable assurance that they will be received and that the Group will comply with the conditions attaching to them. Grants that compensate the Group for expenses incurred are recognised as income in profit or loss on a systematic basis in the same periods in which the expenses are incurred. Grants related to assets shall be recognized as deferred income in the balance sheet and recorded in other income in a reasonable and systematic manner within the service life of the relevant assets. Government grants related to income, those to be used as compensation for future expenses or losses shall be recognized as deferred income and shall be recorded in other income or non-operating income in the period in which the relevant expenses or losses are recognized; other government grants shall be recorded in other income or non-operating income directly. (y) Translation of foreign currencies Foreign currency transactions during the year are translated at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the end of the reporting period. Exchange gains and losses are recognised in profit or loss, except those arising from foreign currency borrowings used to hedge a net investment in a foreign operation which are recognised in other comprehensive income (see Note 2(h)(ii)). Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the foreign exchange rates ruling at the transaction dates. The transaction date is the date on which the Company initially recognises such non-monetary assets or liabilities. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated using the foreign exchange rates ruling at the dates the fair value was measured. The results of foreign operations are translated into the reporting currency at the exchange rates approximating the foreign exchange rates ruling at the dates of the transactions. Statement of financial position items, including goodwill arising on consolidation of foreign operations acquired, are translated into the reporting currency at the closing foreign exchange rates at the end of the reporting period. The resulting exchange differences are recognised in other comprehensive income and accumulated separately in equity in the exchange reserve. On disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation is reclassified from equity to profit or loss when the profit or loss on disposal is recognised. In the event of disposal of part of equity investment or other reasons that reduce the proportion of overseas business interests, but not lose control over the overseas operation, the foreign currency translation differences related to the disposal of foreign operations shall be vested in non-controlling interests and not transferred to the current profits and losses. When the overseas operation is part of the equity interest in the joint venture or joint venture, the foreign currency translation difference related to the overseas operation shall be transferred to the profit or loss of the current period according to the proportion of disposal of the overseas operation. (z) Borrowing costs Borrowing costs that are directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of that asset. Other borrowing costs are expensed in the period in which they are incurred. APPENDIX I ACCOUNTANTS’ REPORT – I-34 – --- page 533 --- The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or complete. (aa) Related parties (a) A person, or a close member of that person’s family, is related to the Group if that person: (i) has control or joint control over the Group; (ii) has significant influence over the Group; or (iii) is a member of the key management personnel of the Group or the Group’s parent. (b) An entity is related to the Group if any of the following conditions applies: (i) The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). (ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). (iii) Both entities are joint ventures of the same third party. (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity. (v) The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group. (vi) The entity is controlled or jointly controlled by a person identified in (a). (vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). (viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the Group’s parent. Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity. (bb) Segment reporting Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Group’s most senior executive management for the purposes of allocating resources to, and assessing the performance of, the Group’s various lines of business. Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria. APPENDIX I ACCOUNTANTS’ REPORT – I-35 – --- page 534 --- 3 ACCOUNTING JUDGEMENTS AND ESTIMATES Notes 15, 19, 34(a), 26, 32 and 37 contain information about the assumptions and their risk factors relating to estimate of recoverable amount in goodwill impairment testing, net realizable value of inventories, credit loss of trade receivables, defined benefit plans and estimated outcome in respective of provisions. Other significant sources of estimation uncertainty are as follows: (a) Useful life of property, plant and equipment Management determines the estimated useful lives of and related depreciation charges for its property, plant and equipment. This estimate is based on the actual useful lives of assets of similar nature and functions. It could change significantly as a result of significant technical innovations and competitor actions in response to industry cycles. Management will increase the depreciation charges where useful lives are less than previously estimated, or will write-off or write-down technically obsolete or non-strategic assets that have been abandoned or sold. (b) Recognition of deferred tax assets Deferred tax assets in respect of unused tax losses, tax credit carried forward and deductible temporary differences are recognized and measured based on the expected manner of realization or settlement of the carrying amounts of the assets, using tax rates enacted or substantively enacted at the end of the reporting period. In determining the carrying amounts of deferred tax assets, expected taxable profits are estimated which involves a number of assumptions relating to the operating environment of the Group and require a significant level of judgment exercised by the directors. Any change in such assumptions and judgment would affect the carrying amounts of deferred tax assets to be recognized and hence the net profit in the future years. (c) Determining the lease term As explained in policy Note 2(k), the lease liability is initially recognised at the present value of the lease payments payable over the lease term. In determining the lease term at the commencement date for leases that include renewal options exercisable by the Group, the Group evaluates the likelihood of exercising the renewal options taking into account all relevant facts and circumstances that create an economic incentive for the Group to exercise the option, including favourable terms, leasehold improvements undertaken and the importance of that underlying asset to the Group’s operation. The lease term is reassessed when there is a significant event or significant change in circumstance that is within the Group’s control. Any increase or decrease in the lease term would affect the amount of lease liabilities and right-of-use assets recognised in future years. (d) Fair value measurement of financial assets and liabilities at level 3 fair value hierarchy The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the valuation techniques, inputs and key assumptions used in the determination of the fair value of financial assets and liabilities at level 3 fair value hierarchy see Note 34(e). (e) Assessment of the fair value of identifiable net assets in acquisition transactions and goodwill recognition As stated in Note 2 (c), identifiable net assets acquired in a business combinations involving enterprises not under common control are recognized at the fair value at the acquisition date, and if the combination cost exceeds the Group’s interest in the fair value of the acquiree’s identifiable net assets, the difference is recognized as goodwill. The assessment of the fair value of identifiable assets and liabilities involves critical estimates and judgements from management, in particular, the identification of intangible assets and the evaluation of their fair values, thereby affecting the recognition of goodwill. The assessment of the fair value of identifiable net assets on the acquisition date includes the identification of various kinds of assets, the selection of valuation methods, and the forecast of future cash flows, which involves critical estimates and judgements about the key assumptions including revenue growth rate, gross profit rate and discount rate. Different inputs used in the key assumptions may lead to significant differences between fair value estimates. Significant acquisition transactions for the Track Record Period are discussed in Note 37. APPENDIX I ACCOUNTANTS’ REPORT – I-36 – --- page 535 --- 4 REVENUE AND SEGMENT REPORTING (a) Revenue As the world’s top supplier of automotive electronics systems and automotive safety systems, the Group provides one-stop solutions in key technology areas of intelligent electric vehicles to global OEMs. Further details regarding the Group’s performance obligations are disclosed in Note 2(x). (i) Disaggregation of revenue Disaggregation of revenue from contracts with customers by major service lines is as follows: Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Revenue from contracts with customers within the scope of IFRS 15: Disaggregated by major products or service lines – Sale of automotive components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,059,005 54,097,789 53,320,665 17,552,378 18,938,097 – Rendering of research and development services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,052,282 1,131,323 1,557,508 250,815 283,040 – Sale of tooling /H1118/H1118/H1118/H1118/H1118/H1118/H1118654,660 450,695 914,957 175,177 211,941 – Sale of weighing products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 28,474 – 261,910 Revenue from other sources – Rentals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,210 15,116 16,203 5,416 5,688 – Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,195 33,553 25,770 5,257 6,611 49,793,352 55,728,476 55,863,577 17,989,043 19,707,287 All revenues from contracts with customers within the scope of IFRS 15 are recognized at a point in time. Disaggregation of revenue by the Group’s business and by geographic markets is disclosed in Notes 4(b)(ii) and 4(b)(iii). The Group’s customer base is diversified and includes one, one, one, one (unaudited) and one customer contributing over 10% of total revenue of the Group for the years ended 31 December 2022, 2023 and 2024 and for the four months ended 30 April 2024 and 2025. (ii) Revenue expected to be recognised in the future arising from contracts in existence at the reporting date For contracts as defined in IFRS 15 with a term less than one year, the practical expedient under IFRS 15.121(a) is applied and no amounts are shown. (iii) During the course of February and April 2025, the U.S. government 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 (“U.S. Reciprocal Tariffs”). These U.S. Reciprocal Tariffs were soon updated for several rounds. APPENDIX I ACCOUNTANTS’ REPORT – I-37 – --- page 536 --- On 12 May 2025, China and the United States agreed to temporarily lower tariffs on each other’s goods. The United States removed the additional reciprocal tariffs it imposed on China on 8 April and 9 April 2025, suspended its 34% reciprocal tariff imposed on 2 April 2025 for 90 days, but retained a 10% tariff during the period of the pause. All duties imposed on China prior to 2 April 2025 were retained. As a result, the additional U.S. tariffs on Chinese goods decreased from 145% to 30%, which would remain in effect before the 90-day suspension expires on 12 August 2025. According to press releases by the Chinese government on 30 July 2025, Chinese and U.S. officials agreed to seek another 90-day extension on top of their original 90-day tariff suspension announced in May, which will be subject to subsequent negotiations and official announcements. The tariff policies are implemented through various customs classification lists, which detail specific categories of components and parts subject to these duties. There remain uncertainties in policies regarding the scope of tariffs, applicable tariff rates, determination of countries of origin, and implementation timelines. The Company is collecting relevant supporting documents and has initiated preliminary negotiation with downstream customers to transfer potential additional tariff costs (where applicable under the new rules). In addition, the Company is actively monitoring the situation and may implement measures, such as production relocation and supply chain diversification, if necessary, to mitigate impacts and the overall risks. Although the actual impacts of the tariff policies will depend on the scope of implemented tariffs, tariff rates, government officials’ interpretation and execution of policies, implementation timelines and potential policy changes, the Company estimates that the additional tariff costs which will be ultimately born by the Group is not material. (iv) Contract balances Note 31 December 2022 31 December 2023 31 December 2024 30 April 2025 RMB’000 RMB’000 RMB’000 RMB’000 Trade and bills receivables /H1118/H1118/H1118/H111821 8,278,635 8,708,806 9,510,515 9,787,593 Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 681,942 658,424 733,725 706,144 Trade and bills receivables are non-interest bearing and are generally on terms of 30 to 90 days from invoice date. As of 31 December 2022, 2023 and 2024 and 30 April 2025, RMB135,431,000, RMB154,717,000, RMB152,703,000 and RMB148,460,000 was recognised as provision for expected credit losses on trade and bills receivables. Contract liabilities primarily relate to the advance consideration received from customers for customized products. This will be recognised as revenue when the products are delivered and accepted by the customers, which is expected to occur upcoming 12 months. (b) Segment Reporting The Group manages its businesses by geographic regions. The Group designs, manufactures and sells its products and services through three divisions: Automotive safety systems, Automotive electronics systems and Others. The Automotive safety systems business mainly includes seatbelts, airbags, intelligent steering wheels and integrated safety solutions related products. The Automotive electronics business mainly includes automotive intelligence solutions, e-mobility and HMI, etc. Subsequent to the acquisition of Senssun, the Group designs, manufactures and sells its products and services through five divisions: Automotive safety systems, Automotive electronics systems, Automotive components, Weighing apparatus and Others. The Automotive components business includes smart cockpits products and new energy electric charging and distribution products. The Weighing apparatus business includes various electronic weighing products. The Others business includes the Company and its subsidiaries other than those included in Automotive safety systems business, Automotive electronics systems business, Automotive components business and Weighing apparatus business. In a manner consistent with the way in which information is reported internally to the Group’s most senior executive management for the purposes of resource allocation and performance assessment, the Group presented accordingly the five reportable segments. No operating segments have been aggregated to form the reportable segments. APPENDIX I ACCOUNTANTS’ REPORT – I-38 – --- page 537 --- (i) Segment results, assets and liabilities For the purposes of assessing segment performance and allocating resources between segments, the Group’s senior executive management monitors the results, assets and liabilities attributable to each reportable segment on the following bases: Segment assets include all tangible, intangible assets and current assets with the exception of investments in financial assets, deferred tax assets and other corporate assets. Segment liabilities include loans and borrowings managed directly, trade and other payables attributable to the manufacturing and sales activities of the individual segments and trade and provisions for automotive product warranties. Revenue and expenses are allocated to the reportable segments with reference to revenue generated by those segments and the expenses incurred by those segments or which otherwise arise from the depreciation or amortisation of assets attributable to those segments. However, other than reporting inter-segment sales of automotive product, assistance provided by one segment to another, including sharing of assets and technical know-how, is not measured. (ii) Disaggregation of revenue from contracts with customers, as well as information regarding the Group’s reportable segments as provided to the Group’s most senior executive management for the purposes of resource allocation and assessment of segment performance for the years ended 31 December 2022, 2023 and 2024 and for the four months ended 30 April 2024 and 2025 are set out below. Y ear ended 31 December 2022 Automotive safety systems Automotive electronics systems Others Elimination among segments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue from external customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,412,495 15,365,351 1,015,506 – 49,793,352 Inter-segment revenue /H1118/H1118/H1118115,599 540,694 252,909 (909,202) – Reportable segment revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,528,094 15,906,045 1,268,415 (909,202) 49,793,352 Reportable segment (loss)/profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(247,577) 815,031 122,921 (210,557) 479,818 Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,916 6,688 85,954 (48,556) 95,002 Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118(573,520) (94,566) (312,584) 48,556 (932,114) Depreciation and amortisation for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,542,587) (1,195,030) (149,877) – (2,887,494) Reportable segment assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,712,120 14,386,430 23,639,644 (16,626,100) 54,112,094 Long-term equity investments in associates and joint ventures /H1118/H1118/H1118/H1118121,490 5,274 1,960,535 – 2,087,299 Additions to non-current segment assets during the year(excluding long- term equity investments, financial assets, goodwill and deferred tax assets) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,277,416 900,593 94,044 – 2,272,053 Reportable segment liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,601,660 7,297,490 8,692,906 (2,183,640) 36,408,416 APPENDIX I ACCOUNTANTS’ REPORT – I-39 – --- page 538 --- Y ear ended 31 December 2023 Automotive safety systems Automotive electronics systems Others Elimination among segments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue from external customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,467,221 17,151,637 1,109,618 – 55,728,476 Inter-segment revenue /H1118/H1118/H1118 8,603 607,724 291,092 (907,419) – Reportable segment revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,475,824 17,759,361 1,400,710 (907,419) 55,728,476 Reportable segment profit/(loss) before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118535,149 1,028,833 496,055 (297,756) 1,762,281 Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,788 10,606 90,183 (59,985) 75,592 Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118(653,167) (186,434) (341,287) 59,985 (1,120,903) Depreciation and amortisation for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,487,167) (1,321,900) (95,836) – (2,904,903) Reportable segment assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,563,005 15,985,178 24,467,148 (17,128,483) 56,886,848 Long-term equity investments in associates and joint ventures /H1118/H1118/H1118/H1118121,617 5,584 2,168,113 – 2,295,314 Additions to non-current segment assets during the year(excluding long- term equity investments, financial assets, goodwill and deferred tax assets) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,292,357 771,995 175,813 – 2,240,165 Reportable segment liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,337,507 8,045,015 8,775,757 (2,397,803) 37,760,476 Y ear ended 31 December 2024 Automotive safety systems Automotive electronic systems Automotive components Weighing Apparatus Others Elimination among segments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue from external customers /H1118/H1118/H1118/H1118/H1118/H1118/H111837,632,353 16,996,416 179,949 28,474 1,026,385 – 55,863,577 Inter-segment revenue /H1118 9,704 664,179 1,897 1,676 304,837 (982,293) – Reportable segment revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,642,057 17,660,595 181,846 30,150 1,331,222 (982,293) 55,863,577 Reportable segment profit/(loss) before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,086,767 802,071 1,610 6,081 443,997 (344,777) 1,995,749 Interest income /H1118/H1118/H1118/H1118/H1118/H111840,439 21,188 373 58 111,339 (68,270) 105,127 Interest expense /H1118/H1118/H1118/H1118/H1118(605,670) (267,217) (4,776) (741) (320,275) 68,270 (1,130,409) Depreciation and amortisation for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,767,860) (1,261,514) (15,919) (2,532) (139,200) – (3,187,025) Reportable segment assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,219,444 17,399,230 8,127,114 3,323,949 26,396,591 (24,300,460) 64,165,868 APPENDIX I ACCOUNTANTS’ REPORT – I-40 – --- page 539 --- Y ear ended 31 December 2024 Automotive safety systems Automotive electronic systems Automotive components Weighing Apparatus Others Elimination among segments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Long-term equity investments in associates and joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118121,637 5,347 6,907 – 33,669 – 167,560 Additions to non- current segment assets during the year(excluding long- term equity investments, financial assets, goodwill and deferred tax assets) /H1118/H11181,410,597 1,226,249 4,139 642 305,080 – 2,946,707 Reportable segment liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,944,381 9,324,128 4,534,819 1,781,712 8,968,534 (5,233,249) 44,320,325 Four months ended 30 April 2024 (unaudited) Automotive safety systems Automotive electronics systems Others Elimination among segments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue from external customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,151,023 5,508,987 329,033 – 17,989,043 Inter-segment revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118745 210,110 85,308 (296,163) – Reportable segment revenue /H1118/H1118/H111812,151,768 5,719,097 414,341 (296,163) 17,989,043 Reportable segment profit/(loss) before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118422,556 289,929 (25,263) – 687,222 Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,827 5,318 18,952 (65) 42,032 Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(191,592) (77,522) (110,258) 65 (379,307) Depreciation and amortisation for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(541,443) (384,309) (23,141) – (948,893) Four months ended 30 April 2025 Automotive safety systems Automotive electronic systems Automotive components Weighing Apparatus Others Elimination among segments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue from external customers /H1118/H1118/H1118/H1118/H1118/H1118/H111812,007,562 5,447,346 1,686,691 261,910 303,778 – 19,707,287 Inter-segment revenue /H1118 2,361 249,426 38,230 – 169,407 (459,424) – Reportable segment revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,009,923 5,696,772 1,724,921 261,910 473,185 (459,424) 19,707,287 Reportable segment profit/(loss) before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118279,875 272,626 58,947 2,138 85,602 (3,621) 695,567 APPENDIX I ACCOUNTANTS’ REPORT – I-41 – --- page 540 --- Four months ended 30 April 2025 Automotive safety systems Automotive electronic systems Automotive components Weighing Apparatus Others Elimination among segments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Interest income /H1118/H1118/H1118/H1118/H1118/H111812,867 9,592 6,558 1,018 50,787 (41,701) 39,121 Interest expense /H1118/H1118/H1118/H1118/H1118(177,612) (79,890) (38,487) (5,976) (138,647) 41,701 (398,911) Depreciation and amortisation for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(533,924) (402,194) (122,800) (19,068) (33,608) – (1,111,594) Reportable segment assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,766,331 17,591,450 7,781,610 2,515,437 22,579,227 (17,200,946) 67,033,109 Long-term equity investments in associates and joint ventures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118121,734 5,844 8,343 – 33,112 – 169,033 Additions to non- current segment assets during the year (excluding long-term equity investments, financial assets, goodwill and deferred tax assets) /H1118/H1118/H1118/H1118/H1118/H1118/H1118397,450 166,333 82,415 12,797 48,032 – 707,027 Reportable segment liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,622,475 9,975,682 4,610,926 1,798,189 9,923,160 (3,128,190) 46,802,242 (iii) Geographic information The following table sets information about (i) the Group’s revenue from external customers; and (ii) the Group’s property, plant and equipment and right-of-use assets specific non-current assets. The revenue is generated from China and overseas markets, such as North America, Europe, and Asia during the Track Record Period. Location of specific non-current assets depend on the actual location of the property. As for trademark rights, proprietary technology and goodwill, the Group will use them both inside and outside China, the regional data of these assets are not listed. Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Revenue by location of the customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,686,912 13,232,954 14,156,943 3,908,904 4,937,493 – Overseas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,106,440 42,495,522 41,706,634 14,080,139 14,769,794 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,793,352 55,728,476 55,863,577 17,989,043 19,707,287 As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Specific non-current assets /H1118/H1118/H1118/H1118/H1118/H1118 – China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,238,880 4,669,654 6,529,999 6,445,890 – Overseas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,306,730 10,288,464 11,209,498 11,885,458 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,545,610 14,958,118 17,739,497 18,331,348 APPENDIX I ACCOUNTANTS’ REPORT – I-42 – --- page 541 --- 5 OTHER INCOME Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Government grants /H1118/H1118/H1118/H1118/H1118120,007 129,847 103,041 26,533 46,673 Additioanl deduction for VAT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 18,632 119,536 21,572 24,780 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,143 1,216 1,798 1,372 2,122 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118121,150 149,695 224,375 49,477 73,575 Note: Government grants mainly represent operating subsidies and amortization of government grants for capital expenditure including development and construction of property, plant and equipment or land use rights. Conditions related to the grants, i.e. job creation, realization of sales, completion of certain tax payments have been fulfilled. Additional deduction for V A T represents the preferential tax treatment for advanced manufacturing companies that the Group was qualified for since 2023. 6 PROFIT BEFORE TAXATION Profit before taxation is arrived at after charging/(crediting): Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) (a) Finance costs Interest on loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118919,334 1,131,004 1,111,583 373,843 382,802 Less: capitalized interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26,451) (51,982) (36,199) (12,323) (1,959) Interest on lease liabilities /H1118 39,231 41,881 55,025 17,787 18,068 Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(95,002) (75,592) (105,127) (42,032) (39,121) Net exchange (gains)/losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118(381,906) (179,630) (216,827) (99,604) 22,084 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,322 24,091 19,385 21,285 15,932 Total finance costs /H1118/H1118/H1118/H1118/H1118477,528 889,772 827,840 258,956 397,806 APPENDIX I ACCOUNTANTS’ REPORT – I-43 – --- page 542 --- Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) (b) Staff costs (including directors’ emoluments) Contributions to defined contributions plan (i)/H1118/H1118/H1118168,913 184,538 207,469 66,016 83,243 Expenses recognised in respect of defined benefit plans (Note 26) /H1118 32,761 34,529 32,393 9,670 7,054 Equity-settled share-based payment expenses (Note 29) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,353 33,900 27,107 5,814 3,687 Salaries, wages and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,537,925 9,801,907 10,329,568 3,494,385 3,749,150 Total staff costs /H1118/H1118/H1118/H1118/H1118/H1118/H11188,777,952 10,054,874 10,596,537 3,575,885 3,843,134 Note: (i) Employees of the Group are required to participate in a defined contributions plan administered and operated by the local municipal government. The Group contributes funds which are calculated on certain percentages of the employee salary as agreed by the local municipal government to the scheme to fund the retirement benefits of the employees. Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) (c) Other net (losses)/gains (Losses)/gains on disposal of property, plant and equipment and right-of- use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,756) 12,413 3,348 (158) (696) Net realized and unrealized gains on financial assets measured at FVPL /H1118/H1118/H1118/H1118113,168 188,450 63,171 19,511 23,982 Disposal of interest in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 21,999 108,604 – – Donations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,509) (1,748) (989) (365) (412) Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,326 9,279 2,499 2,131 4,589 Other net gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118309,229 230,393 176,633 21,119 27,463 APPENDIX I ACCOUNTANTS’ REPORT – I-44 – --- page 543 --- Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) (d) Expenses by nature Cost of inventories (i) /H1118/H1118/H111842,149,919 45,948,222 45,284,465 14,930,124 15,762,061 Depreciation of property, plant and equipment /H1118/H1118/H11181,658,412 1,650,882 1,773,982 524,313 641,134 Depreciation of right-of- use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180,505 177,404 326,486 107,467 92,208 Amortisation of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,048,577 1,076,617 1,086,557 317,113 378,252 Restructuring expenses /H1118/H1118/H1118233,102 239,672 621,371 32,212 76,473 Product warranty costs /H1118/H1118/H1118412,407 352,322 291,386 80,060 94,602 Write-down of inventories /H1118 44,721 99,529 125,626 29,916 44,008 Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 6 1 6 Note: (i) Cost of inventories includes staff costs, depreciation and amortisation expenses, which amount is also included in the respective total amounts disclosed separately above or in Note 6(b) for each of these types of expenses. 7 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF PROFIT OR LOSS (a) Taxation in the consolidated statements of profit or loss represents: Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Current tax Provision for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118391,365 526,852 610,653 226,451 230,114 (Over)/under provision in respect of prior years /H1118/H1118 (322) 5,521 (13,055) (12,774) (663) Deferred tax Origination and reversal of temporary differences (Note 30) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(144,486) (10,184) 71,869 (9,985) (24,412) 246,557 522,189 669,467 203,692 205,039 APPENDIX I ACCOUNTANTS’ REPORT – I-45 – --- page 544 --- (b) Reconciliation between tax expense and accounting profit at applicable tax rates: Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Profit before taxation /H1118/H1118/H1118/H1118479,818 1,762,281 1,995,749 687,222 695,567 Notional tax on profit before taxation, calculated at the rates applicable to profits in the countries concerned /H1118 119,955 440,570 498,937 171,806 173,892 Effect of tax concessions /H1118 (98,825) (135,181) (160,228) (54,122) (41,499) Changes in estimates related to prior years /H1118/H1118/H1118 (322) 5,521 (13,055) (12,774) (663) Tax effect of non-taxable income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,951) (12,620) (34,926) (12,586) (129) Tax effect of non- deductible expenses /H1118/H1118/H111836,182 59,579 95,770 31,005 43,860 Tax effect of tax losses or temporary differences not recognised as deferred tax assets /H1118/H1118/H1118/H1118307,076 224,599 328,726 60,870 36,817 Super deduction for research and development expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114,057) (119,268) (118,066) (30,764) (42,701) Withholding income tax /H1118/H1118 12,295 37,127 80,832 50,257 35,462 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,204 21,862 (8,523) – – Actual tax expense /H1118/H1118/H1118/H1118/H1118246,557 522,189 669,467 203,692 205,039 Notes: (i) According to the Corporate Income Tax Law of China (the “Tax Law”), the Group’s subsidiaries in the PRC are subject to statutory income tax rate of 25%, except for those which are entitled to a preferential tax rate applicable to advanced and new technology enterprises of 15%. (ii) Taxation of subsidiaries in are charged at the prevailing rates of respectively in the relevant countries and are calculated on a stand-alone basis. The income tax rates of the major subsidiaries in Brazil, Poland. Germany, Philippines, Romania, USA, Mexico, Portugal, Japan and Hungary are 34%, 19%, 15.825%, 25%, 16%, 21%, 30%, 20%, 23.2% and 9%, respectively. The subsidiaries in Germany are also subject to the trade tax at the rate from 7%-17%. (iii) The Group is subject to the global minimum top-up tax under the Pillar Two model rules published by the Organisation for Economic Co-operation and Development. The Pillar Two income tax are levied on certain subsidiaries under the local new tax laws which introduced a domestic minimum top-up tax effective from 1 January 2024. The Group has applied the temporary mandatory exception from deferred tax accounting for the top-up tax and accounted for the tax as current tax when incurred. This new tax policy did not have a material impact on the Historical Financial information. APPENDIX I ACCOUNTANTS’ REPORT – I-46 – --- page 545 --- 8 DIRECTORS’ AND SUPERVISORS’ EMOLUMENTS Directors’ and Supervisors’ emoluments as recorded in the financial statements are set out below: Y ear ended 31 December 2022 Directors’ fees Salaries, allowances and other benefits Discretionary bonuses Equity-settled share-based payment (xiii) Total RMB‘000 RMB‘000 RMB‘000 RMB‘000 RMB‘000 Executive directors Mr. Wang Jianfeng (xii) /H1118/H1118 – 957 – 2,498 3,455 Mr. Chen Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,154 – 1,632 4,786 Mr. Liu Y uan (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,218 2,456 3,918 8,592 Ms. Li Junyu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,984 2,035 3,358 7,377 Mr. Y u Kai (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 463 86 – 549 Non-executive directors Mr. Zhu Xuesong (xii) /H1118/H1118/H1118 ––––– Mr. Fan Jinhong (xii) /H1118/H1118/H1118/H1118 ––––– Independent non- executive directors Mr. Zhu Tian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0 Ms. Wei Y unzhu /H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0 Mr. Wei Xuezhe /H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0 Supervisors Ms. Weng Chunyan /H1118/H1118/H1118/H1118/H1118– 675 840 – 1,515 Mr. Wang Xiaowei (xii) /H1118/H1118 ––––– Mr. Zhou Xingyou (xii) /H1118/H1118 ––––– Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118360 9,451 5,417 11,406 26,634 Y ear ended 31 December 2023 Directors’ fees Salaries, allowances and other benefits Discretionary bonuses Equity-settled share-based payment (xiii) Total RMB‘000 RMB‘000 RMB‘000 RMB‘000 RMB‘000 Executive directors Mr. Wang Jianfeng (xii) /H1118/H1118 – 3,857 643 3,041 7,541 Mr. Chen Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,429 1,973 1,632 10,034 Ms. Li Junyu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,984 3,035 4,447 9,466 Mr. Liu Y uan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,400 2,518 6,389 11,307 Mr. Cai Zhengxin (iii) /H1118/H1118/H1118 – 2,988 2,540 1,632 7,160 Non-executive directors Mr. Zhu Xuesong (xii) /H1118/H1118/H1118 ––––– Mr. Fan Jinhong (iv) (xii) /H1118 ––––– Independent non- executive directors Mr. Wei Xuezhe /H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0 Mr. Lu Guihua (v) /H1118/H1118/H1118/H1118/H1118/H11188 0––– 8 0 Mr. Y u Fang (v) /H1118/H1118/H1118/H1118/H1118/H1118/H11188 0––– 8 0 Ms. Wei Y unzhu (vi) /H1118/H1118/H1118/H1118 4 0––– 4 0 Mr. Zhu Tian (vi) /H1118/H1118/H1118/H1118/H1118/H11184 0––– 4 0 Supervisors Ms. Weng Chunyan /H1118/H1118/H1118/H1118/H1118– 675 504 – 1,179 Mr. Wang Xiaowei (xii) /H1118/H1118 ––––– Mr. Zhou Xingyou (xii) /H1118/H1118 ––––– Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118360 18,333 11,213 17,141 47,047 APPENDIX I ACCOUNTANTS’ REPORT – I-47 – --- page 546 --- Y ear ended 31 December 2024 Directors’ fees Salaries, allowances and other benefits Discretionary bonuses Equity-settled share-based payment (xiii) Total RMB‘000 RMB‘000 RMB‘000 RMB‘000 RMB‘000 Executive directors Mr. Wang Jianfeng (xii) /H1118/H1118/H1118 – 4,006 649 483 5,138 Mr. Chen Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,540 4,350 607 12,497 Ms. Li Junyu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,134 3,035 2,938 8,107 Mr. Liu Y uan (vii) /H1118/H1118/H1118/H1118/H1118/H1118– 600 – – 600 Mr. Cai Zhengxin /H1118/H1118/H1118/H1118/H1118/H1118– 4,357 1,729 1,130 7,216 Non-executive directors Mr. Zhu Xuesong (xii) /H1118/H1118/H1118 ––––– Mr. Zhou Xingyou (xi) (xii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– Independent non- executive directors Mr. Wei Xuezhe /H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0 Mr. Lu Guihua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0 Mr. Y u Fang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0 Supervisors Mr. Wang Y ude (viii) /H1118/H1118/H1118/H1118 – 906 648 565 2,119 Mr. Guo Feier (ix) /H1118/H1118/H1118/H1118/H1118/H1118– 640 1,084 565 2,289 Ms. Weng Chunyan (x) /H1118/H1118/H1118 – 169 126 – 295 Mr. Wang Xiaowei (x) (xii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– Ms. Dai Shenjun (viii) (xii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– Ms. Liu Jinlin (xiv) /H1118/H1118/H1118/H1118/H1118––––– Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118360 20,352 11,621 6,288 38,621 Four months ended 30 April 2024 (unaudited) Directors’ fees Salaries, allowances and other benefits Discretionary bonuses (xvi) Equity-settled share-based payment (xiii) Total RMB‘000 RMB‘000 RMB‘000 RMB‘000 RMB‘000 Executive directors Mr. Wang Jianfeng (xii) /H1118/H1118 – 1,336 216 – 1,552 Mr. Chen Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,983 1,445 377 3,805 Ms. Li Junyu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 710 1,012 655 2,377 Mr. Liu Y uan (vii) /H1118/H1118/H1118/H1118/H1118/H1118– 600 – – 600 Mr. Cai Zhengxin /H1118/H1118/H1118/H1118/H1118/H1118– 1,411 407 377 2,195 Non-executive directors Mr. Zhu Xuesong (xii) /H1118/H1118/H1118 ––––– Independent non- executive directors Mr. Wei Xuezhe /H1118/H1118/H1118/H1118/H1118/H1118/H11184 0––– 4 0 Mr. Lu Guihua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 0––– 4 0 Mr. Y u Fang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 0––– 4 0 Supervisors Mr. Guo Feier (ix) /H1118/H1118/H1118/H1118/H1118/H1118– 83 141 47 271 Ms. Weng Chunyan (x) /H1118/H1118/H1118 – 169 126 – 295 Mr. Zhou Xingyou (xi) /H1118/H1118/H1118 ––––– Mr. Wang Xiaowei (x) (xii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– Total 120 6,292 3,347 1,456 11,215 APPENDIX I ACCOUNTANTS’ REPORT – I-48 – --- page 547 --- Four months ended 30 April 2025 Directors’ fees Salaries, allowances and other benefits Discretionary bonuses Equity-settled share-based payment (xiii) Total RMB‘000 RMB‘000 RMB‘000 RMB‘000 RMB‘000 Executive directors Mr. Wang Jianfeng (xii) /H1118/H1118 – 1,421 231 – 1,652 Mr. Chen Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,988 1,450 202 3,640 Ms. Li Junyu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 715 1,012 352 2,079 Mr. Cai Zhengxin /H1118/H1118/H1118/H1118/H1118/H1118– 1,415 576 202 2,193 Non-executive directors /H1118/H1118 Mr. Zhu Xuesong (xii) /H1118/H1118/H1118 ––––– Mr. Zhou Xingyou (xi) (xii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– Independent non- executive directors Mr. Wei Xuezhe /H1118/H1118/H1118/H1118/H1118/H1118/H11184 0––– 4 0 Mr. Lu Guihua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 0––– 4 0 Mr. Y u Fang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 0––– 4 0 Supervisors Mr. Wang Y ude (viii) /H1118/H1118/H1118/H1118 – 481 345 101 927 Mr. Guo Feier (ix) /H1118/H1118/H1118/H1118/H1118/H1118– 287 482 101 870 Ms. Liu Jinlin (xiv) /H1118/H1118/H1118/H1118/H1118––––– Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118120 6,307 4,096 958 11,481 Notes: (i) Mr. Liu Y uan was appointed as an executive director of the Company on 4 March 2022. (ii) Mr. Y u Kai resigned as an executive director of the Company on 2 March 2022. (iii) Mr. Cai Zhengxin was appointed as an executive director of the Company on 20 April 2023. (iv) Mr. Fan Jinhong resigned as a non-executive director of the Company on 20 April 2023. (v) Mr. Lu Guihua and Mr. Y u Fang were appointed as independent non-executive directors of the Company on 20 April 2023. (vi) Ms. Wei Y unzhu and Mr. Zhu Tian resigned as independent non-executive directors of the Company on 20 April 2023. (vii) Mr. Liu Y uan resigned as an executive director of the Company on 27 March 2024. (viii) Mr. Wang Y ude and Ms. Dai Shenjun were appointed as supervisors of the Company on 16 May 2024. (ix) Mr. Guo Feier was appointed as a supervisor of the Company on 27 March 2024. (x) Ms. Weng Chunyan and Mr. Wang Xiaowei resigned as supervisors of the Company on 27 March 2024. (xi) Mr. Zhou Xingyou resigned as a supervisor on 27 March 2024 and was appointed as a non-executive director of the Company on 16 May 2024. (xii) The emoluments of Mr. Wang Jianfeng, Mr. Zhu Xuesong, Mr. Fan Jinhong, Mr. Zhou Xingyou, Ms. Dai Shenjun and Mr. Wang Xiaowei in relation to his services rendered for the Group were borne by the holding company and not allocated to the Group as management of the Company considers there is no reasonable basis for such allocation during the Track Record Period. APPENDIX I ACCOUNTANTS’ REPORT – I-49 – --- page 548 --- (xiii) These represent the estimated value of share-based payment granted to the directors and the chief executive under the Company’s share option scheme. The value of share-based payment is measured according to the Group’s accounting policies for share-based payment transactions as set out in Note 2(u)(iii), in accordance with that policy, includes adjustments to reverse amounts accrued in previous years where grants of equity instruments are forfeited prior to vesting. The details of share based payment, including the principal terms and number of options granted, are disclosed in Note 29. (xiv) Ms. Liu Jinlin was appointed as a supervisor of the Company on 23 December 2024. (xv) Ms. Xi Xuanhua will be appointed as an independent non-executive Director upon the Listing Date. (xvi) The discretionary bonuses for the four months ended 30 April 2024 and 2025 were accrued in proportion to the estimated annual amounts. During the Track Record Period, no director or chief executive has waived or agreed to waive any emoluments and no amounts were paid or payable by the Group to the directors and the chief executive as an inducement to join or upon joining the Group or as compensation for loss of any office in connection with the management of the affairs of any member of the Group. 9 INDIVIDUALS WITH HIGHEST EMOLUMENTS For the years ended 31 December 2022, 2023 and 2024 and for the four months ended 30 April 2024 and 2025 of the five individuals with the highest emoluments, 2, 2, 2, 3 (unaudited)and 2 are directors whose emoluments are disclosed in Note 8. The aggregate of the emoluments in respect of the other 3, 3, 3, 2 (unaudited) and 3 individuals are as follows: Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Salaries and other emoluments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,513 21,786 16,267 3,683 4,913 Discretionary bonuses /H1118/H1118/H1118 4,281 4,473 9,059 2,468 3,209 Retirement scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,68 3––– 24,794 33,942 25,326 6,151 8,122 The emoluments of the above individuals with the highest emoluments are within the following bands: Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Hong Kong Dollar (“HKD”) 2,000,001-2,500,000 /H1118/H1118/H1118/H1118 ––––1 3,000,001-3,500,000 /H1118/H1118/H1118/H1118 –––12 3,500,001-4,000,000 /H1118/H1118/H1118/H1118 –––1– 5,500,001-6,000,000 /H1118/H1118/H1118/H1118 1–––– 7,500,001-8,000,000 /H1118/H1118/H1118/H1118 ––1–– 9,500,001-10,000,000 /H1118/H1118/H1118/H1118 1–2–– 10,500,001-11,000,000 /H1118/H1118/H1118 –1––– 12,000,001-12,500,000 /H1118/H1118/H1118 –1––– 13,000,001-13,500,000 /H1118/H1118/H1118 1–––– 14,000,001-14,500,000 /H1118/H1118/H1118 –1––– 33323 During the Track Record Period, no amounts were paid or payable by the Group to the above non-director highest paid individuals as an inducement to join or upon joining the Group or as compensation for loss of any office in connection with the management of the affairs of any member of the Group. APPENDIX I ACCOUNTANTS’ REPORT – I-50 – --- page 549 --- 10 EARNINGS PER SHARE (a) Basic earnings per share Basic earnings per share for the years ended 31 December 2022, 2023 and 2024 and for the four months ended 30 April 2024 and 2025 is calculated by dividing the profit attributable to ordinary equity shareholders of the Company by the weighted average number of ordinary shares in issue as follows: Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 (unaudited) Profit attributable to all equity shareholders of the Company (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118394,184 1,083,191 960,470 345,630 388,054 Allocation of profit attributable to holders of unvested shares under the 2021 Joyson Employee Stock Ownership Plan (RMB’000) (Note 29(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,593) (7,024) (6,192) (2,208) (2,025) Profit attributable to ordinary equity shareholders of the Company for the purpose of basic earnings per share (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118391,591 1,076,167 954,278 343,422 386,029 Weighted average number of shares at 31 December/30 April (’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,359,085 1,379,004 1,392,933 1,399,391 1,382,590 Basic earnings per share (expressed in RMB per share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.29 0.78 0.69 0.25 0.28 Weighted average number of ordinary shares: Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 (’000) (’000) (’000) (’000) (’000) (unaudited) Issued ordinary shares at 1 January (Note 33) /H1118/H1118/H1118/H1118/H11181,368,085 1,368,085 1,408,702 1,408,702 1,408,702 Effect of ordinary shares issued /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 19,91 9––– Effect of Treasury Shares (Note 33(d)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,000) (9,000) (15,769) (9,311) (26,112) Weighted average number of ordinary shares at 31 December/30 April /H1118/H1118/H1118/H11181,359,085 1,379,004 1,392,933 1,399,391 1,382,590 (b) Diluted earnings per share During the Track Record Period, the unvested shares under the 2021 Joyson Employee Stock Ownership Plan (Note 29(a)) were not included in the calculation of diluted earnings per share because their effect would have been anti-dilutive. Accordingly, diluted earnings per share were the same as basic earnings per share. APPENDIX I ACCOUNTANTS’ REPORT – I-51 – --- page 550 --- 11 INVESTMENT PROPERTY AND PROPERTY, PLANT AND EQUIPMENT The Group Land and land improvements Buildings and building improvements Machinery and equipment Motor vehicles Other equipment Construction in progress Leasehold improvements Sub-total Investment property Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cost or valuation: At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,271,280 4,962,873 9,559,268 35,709 4,758,029 1,834,213 103,701 22,525,073 – 22,525,073 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843,770 21,509 308,807 1,979 225,176 1,246,470 3,249 1,850,960 – 1,850,960 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,069) (15,168) (270,918) (3,229) (291,368) – – (587,752) – (587,752) Transferred from construction in progress to tangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 200,052 569,333 192 209,536 (979,113) –––– Transferred from construction in progress to intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (15,353) – (15,353) – (15,353) Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,254 135,329 481,294 1,455 156,238 62,425 (6,691) 878,304 – 878,304 At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,356,235 5,304,595 10,647,784 36,106 5,057,611 2,148,642 100,259 24,651,232 – 24,651,232 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,594 132,977 387,777 10,239 184,739 1,178,396 14,633 1,939,355 – 1,939,355 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(43,965) (69,527) (338,066) (2,613) (190,930) – – (645,101) – (645,101) Transferred from construction in progress to tangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 29,101 379,241 608 238,063 (647,013) –––– Transferred from construction in progress to intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (1,109) – (1,109) – (1,109) Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,907 127,997 289,986 481 134,942 82,167 (11,916) 666,564 – 666,564 At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,385,771 5,525,143 11,366,722 44,821 5,424,425 2,761,083 102,976 26,610,941 – 26,610,941 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 60,889 559,544 8,315 200,863 1,475,426 33,172 2,338,243 – 2,338,243 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,744) (35,183) (326,883) (8,895) (291,709) – – (668,414) – (668,414) Transferred from construction in progress to tangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 386,186 1,062,449 4,382 186,655 (1,639,672) –––– Transferred from construction in progress to intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (127,158) – (127,158) – (127,158) Acquisitions through business combinations /H1118/H1118/H1118/H1118/H1118/H1118/H111839,218 822,835 1,052,783 14,720 46,991 354,445 27,086 2,358,078 20,957 2,379,035 Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(64,651) (151,016) (246,703) (1,370) (155,168) (69,590) (10,924) (699,422) – (699,422) APPENDIX I ACCOUNTANTS’ REPORT – I-52 – --- page 551 --- Land and land improvements Buildings and building improvements Machinery and equipment Motor vehicles Other equipment Construction in progress Leasehold improvements Sub-total Investment property Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,354,628 6,608,854 13,467,912 61,973 5,412,057 2,754,534 152,310 29,812,268 20,957 29,833,225 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,660 14,653 42,956 2,889 40,058 496,532 11,307 612,055 – 612,055 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (12,179) (93,709) (980) (58,392) – (6,570) (171,830) – (171,830) Transferred from construction in progress to tangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 27,499 241,480 496 49,764 (319,239) –––– Transferred from construction in progress to intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (1,297) – (1,297) – (1,297) Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,531 313,566 536,467 2,183 253,462 101,406 321 1,295,936 – 1,295,936 At 30 April 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,446,819 6,952,393 14,195,106 66,561 5,696,949 3,031,936 157,368 31,547,132 20,957 31,568,089------ ------ - - ----- - - - - ------ ------ ----- -- ----- - - - - ------- Land and land improvements Buildings and building improvements Machinery and equipment Motor vehicles Other equipment Construction in progress Leasehold improvements Sub-total Investment property Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Accumulated depreciation and impairment losses: At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,353,427 4,952,165 23,010 3,337,024 – 32,347 9,697,973 – 9,697,973 Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 189,872 1,024,079 3,879 424,935 – 15,647 1,658,412 – 1,658,412 Written back on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (8,518) (217,870) (2,477) (259,119) – – (487,984) – (487,984) Impairment provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 4,43 5–––– 4,435 – 4,435 Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 43,955 270,513 951 115,906 – (9,131) 422,194 – 422,194 At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118– 1,578,736 6,033,322 25,363 3,618,746 – 38,863 11,295,030 – 11,295,030 Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,677 213,833 966,567 8,734 438,395 – 17,676 1,650,882 – 1,650,882 Written back on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (49,904) (238,417) (1,755) (172,210) – – (462,286) – (462,286) Impairment provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,63 1–4–– 3,635 – 3,635 Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155 46,425 178,571 398 95,561 – (11,558) 309,552 – 309,552 At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H11185,832 1,789,090 6,943,674 32,740 3,980,496 – 44,981 12,796,813 – 12,796,813 Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 220,686 1,183,012 7,108 393,568 – 19,290 1,823,664 62 1,823,726 Written back on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (20,674) (280,614) (7,636) (237,566) – – (546,490) – (546,490) Impairment provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,84 2–––– 2,842 – 2,842 Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(248) (54,849) (145,486) (858) (114,004) – (10,565) (326,010) – (326,010) APPENDIX I ACCOUNTANTS’ REPORT – I-53 – --- page 552 --- Land and land improvements Buildings and building improvements Machinery and equipment Motor vehicles Other equipment Construction in progress Leasehold improvements Sub-total Investment property Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H11185,584 1,934,253 7,703,428 31,354 4,022,494 – 53,706 13,750,819 62 13,750,881 Charge for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 97,746 440,867 2,739 135,584 – 6,388 683,324 588 683,912 Written back on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (4,256) (84,854) (434) (56,660) – (1,478) (147,682) – (147,682) Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118519 110,778 340,087 1,465 190,116 – – 642,965 – 642,965 At 30 April 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,103 2,138,521 8,399,528 35,124 4,291,534 – 58,616 14,929,426 650 14,930,076------ ------ ------ ---- ------ ------ ----- ------- - - - - ------- Net book value: At 30 April 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,440,716 4,813,872 5,795,578 31,437 1,405,415 3,031,936 98,752 16,617,706 20,307 16,638,013 At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,349,044 4,674,601 5,764,484 30,619 1,389,563 2,754,534 98,604 16,061,449 20,895 16,082,344 At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,379,939 3,736,053 4,423,048 12,081 1,443,929 2,761,083 57,995 13,814,128 – 13,814,128 At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,356,235 3,725,859 4,614,462 10,743 1,438,865 2,148,642 61,396 13,356,202 – 13,356,202 Note: The Investment properties arised from the business combination of Senssun and the carrying amount was recognized as the fair value as at the acquisiti on date of 18 December 2024. As at 31 December 2024 and 30 April 2025, the fair value of the investment properties was not materially different from the carring amount. Certain property, plant and equipment as at 31 December 2022, 2023 and 2024 and 30 April 2025 respectively, were mortgaged as securities for bank loans . APPENDIX I ACCOUNTANTS’ REPORT – I-54 – --- page 553 --- The Company Buildings and building improvements Motor vehicles Other equipment Construction in progress Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cost or valuation: At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118734,508 2,490 6,891 140 744,029 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 169 456 625 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (112) – (112) Transferred from construction in progress to tangible assets /H1118/H1118/H1118/H1118/H1118– – 467 (467) – At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118734,508 2,490 7,415 129 744,542 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 762 1,003 1,765 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (129) – (129) At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118734,508 2,490 8,048 1,132 746,178 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 299 22,336 22,635 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,620) – (1,620) Transferred from construction in progress to tangible assets /H1118/H1118/H1118/H1118/H111823,132 – – (23,132) – Transferred from construction in progress to intangible assets /H1118/H1118/H1118/H1118 – – – (336) (336) At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118757,640 2,490 6,727 – 766,857 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5 2,460 2,465 At 30 April 2025 /H1118/H1118/H1118/H1118/H1118/H1118757,640 2,490 6,732 2,460 769,322------ ---- ---- ----- ------ Accumulated depreciation and impairment losses: At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H111851,043 2,132 3,662 – 56,837 Charge for the year /H1118/H1118/H1118/H1118/H111822,645 110 838 – 23,593 Written back on disposals /H1118 – – (102) – (102) At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H111873,688 2,242 4,398 – 80,328 Charge for the year /H1118/H1118/H1118/H1118/H111822,719 – 667 – 23,386 Written back on disposals /H1118 – – (116) – (116) At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H111896,407 2,242 4,949 – 103,598 Charge for the year /H1118/H1118/H1118/H1118/H111822,890 590 23,480 Written back on disposals /H1118 – – (1,453) – (1,453) At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118119,297 2,242 4,086 – 125,625 Charge for the period /H1118/H1118/H1118/H11188,062 – 196 – 8,258 At 30 April 2025 /H1118/H1118/H1118/H1118/H1118/H1118127,359 2,242 4,282 – 133,883------ ---- ---- ----- ------ Net book value: At 30 April 2025 /H1118/H1118/H1118/H1118/H1118/H1118630,281 248 2,450 2,460 635,439 At 31 December 2024 /H1118/H1118/H1118638,343 248 2,641 – 641,232 At 31 December 2023 /H1118/H1118/H1118638,101 248 3,099 1,132 642,580 At 31 December 2022 /H1118/H1118/H1118660,820 248 3,017 129 664,214 APPENDIX I ACCOUNTANTS’ REPORT – I-55 – --- page 554 --- 12 INTANGIBLE ASSETS Software and ERP-related intangible assets Capitalised R&D expenditure Patent and technology Customer relationship Trademark Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cost: At 1 January 2022 /H1118/H1118782,239 5,290,470 1,146,691 315,945 161,854 3,902 7,701,101 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116,045 63,94 4––– 7,770 187,759 Addition through internal development /H1118/H1118/H1118/H1118/H111810,804 884,218 –––– 895,022 Transferred from construction in progress to intangible assets /H1118/H111815,35 3––––– 15,353 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22,380) (49,395) (62,733) – – (1,213) (135,721) Exchange adjustments /H1118/H1118/H1118/H1118/H111824,119 173,228 48,542 28,529 14,610 524 289,552 At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118926,180 6,362,465 1,132,500 344,474 176,464 10,983 8,953,066 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,226 42,130 14,658 – – 1,385 152,399 Addition through internal development /H1118/H1118/H1118/H1118/H11184,338 1,102,129 –––– 1,106,467 Transferred from construction in progress to intangible assets /H1118/H1118 1,10 9––––– 1,109 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(29,019) (53,067) (53,403) – – (8,617) (144,106) Exchange adjustments /H1118/H1118/H1118/H1118/H111830,345 233,488 57,855 5,841 2,992 729 331,250 At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,027,179 7,687,145 1,151,610 350,315 179,456 4,480 10,400,185 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,771 19,846 72,859 – – 1,007 163,483 Addition through internal development /H1118/H1118/H1118/H1118/H11182,176 1,100,783 –––– 1,102,959 Transferred from construction in progress to intangible assets /H1118/H1118127,158 ––––– 127,158 Acquisitions through business combinations (note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,398 377,798 377,428 110,237 177,986 – 1,053,847 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,607) (148,443) (15,295) – – (1,703) (177,048) Exchange adjustments /H1118/H1118/H1118/H1118/H1118(39,788) (288,222) (51,310) 5,229 2,679 (575) (371,987) At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,185,287 8,748,907 1,535,292 465,781 360,121 3,209 12,298,597------- ------- ------- ------ ------ ----- -------- APPENDIX I ACCOUNTANTS’ REPORT – I-56 – --- page 555 --- Software and ERP-related intangible assets Capitalised R&D expenditure Patent and technology Customer relationship Trademark Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,280 11,758 16 9––– 19,207 Addition through internal development /H1118/H1118/H1118/H1118/H1118– 466,191 –––– 466,191 Transferred from construction in progress to intangible assets /H1118/H1118 1,29 7––––– 1,297 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,943) (95,944) (23) – – (108) (109,018) Exchange adjustments /H1118/H1118/H1118/H1118/H111852,763 415,693 100,597 643 329 960 570,985 At 30 April 2025 /H1118/H1118/H11181,233,684 9,546,605 1,636,035 466,424 360,450 4,061 13,247,259------- ------- ------- ------ ------ ----- -------- Software and ERP-related intangible assets Capitalised R&D expenditure Patent and technology Customer relationship Trademark Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Accumulated amortisation and impairment: At 1 January 2022 /H1118/H1118568,019 2,225,072 932,861 152,292 45,378 3,725 3,927,347 Charge for the year /H1118/H111882,615 810,321 110,789 28,954 8,589 7,309 1,048,577 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,956) (49,395) (62,733) – – (1,213) (134,297) Impairment provision /H1118 – 1 0 7–––– 1 0 7 Exchange adjustments /H1118/H1118/H1118/H1118/H111814,640 96,429 39,164 14,569 4,319 685 169,806 At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118644,318 3,082,534 1,020,081 195,815 58,286 10,506 5,011,540 Charge for the year /H1118/H111886,450 896,181 59,605 26,070 7,715 596 1,076,617 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,982) (44,417) (53,407) – – (8,137) (124,943) Impairment provision /H1118 – 15,24 8–––– 15,248 Exchange adjustments /H1118/H1118/H1118/H1118/H111824,717 132,139 46,946 7,502 2,243 665 214,212 At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118736,503 4,081,685 1,073,225 229,387 68,244 3,630 6,192,674 Charge for the year /H1118/H1118100,627 850,007 95,510 30,623 9,012 778 1,086,557 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,569) (153,529) (15,254) – – (1,515) (172,867) Impairment provision /H1118 – 3,70 1–––– 3,701 Exchange adjustments /H1118/H1118/H1118/H1118/H1118(29,434) (132,802) (34,154) 3,741 910 (78) (191,817) At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118805,127 4,649,062 1,119,327 263,751 78,166 2,815 6,918,248 Charge for the period /H1118 34,795 313,523 13,727 12,878 3,084 245 378,252 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,246) (97,791) (23) – – (47) (101,107) Exchange adjustments /H1118/H1118/H1118/H1118/H111834,296 295,999 67,339 504 149 630 398,917 At 30 April 2025 /H1118/H1118/H1118870,972 5,160,793 1,200,370 277,133 81,399 3,643 7,594,310 APPENDIX I ACCOUNTANTS’ REPORT – I-57 – --- page 556 --- Software and ERP-related intangible assets Capitalised R&D expenditure Patent and technology Customer relationship Trademark Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Net book value: At 30 April 2025 /H1118/H1118/H1118362,712 4,385,812 435,665 189,291 279,051 418 5,652,949 At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118380,160 4,099,845 415,965 202,030 281,955 394 5,380,349 At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118290,676 3,605,460 78,385 120,928 111,212 850 4,207,511 At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118281,862 3,279,931 112,419 148,659 118,178 477 3,941,526 Note: (i) The trademark acquired through business combination is used by Senssun for its automotive components business. It has an indefinite useful life and is presented based upon the carrying amount after deducting the provision for impairment. The impairment test on the trademark with an indefinite useful life is disclosed in Note 15. (ii) Certain property, plant and equipment as at 31 December 2022, 2023 and2024 and 30 April 2025 respectively, were mortgaged as securities for bank loans. 13 RIGHT-OF-USE ASSETS The Group The Group leases assets including land use rights, buildings and building improvements, machinery and equipment, motor vehicles and others. Information about leases for which the Group is a lessee is presented below. Land use rights Buildings and building improvements Machinery and equipment Motor vehicles Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cost: At 1 January 2022 /H1118/H1118/H1118455,888 795,827 33,231 44,842 57,504 1,387,292 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 183,295 20,924 12,494 16,621 233,334 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (110,924) (15,158) (18,564) (19,324) (163,970) Exchange adjustments /H1118/H1118/H1118/H1118/H111814,739 34,348 1,493 (2,512) 3,128 51,196 At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118470,627 902,546 40,490 36,260 57,929 1,507,852 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 88,081 10,936 11,754 37,639 148,410 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (93,501) (9,194) (15,219) (19,445) (137,359) Exchange adjustments /H1118/H1118/H1118/H1118/H11182,956 18,265 2,580 1,772 4,575 30,148 At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118473,583 915,391 44,812 34,567 80,698 1,549,051 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873,738 238,521 43,235 35,965 53,522 444,981 APPENDIX I ACCOUNTANTS’ REPORT – I-58 – --- page 557 --- Land use rights Buildings and building improvements Machinery and equipment Motor vehicles Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Acquisitions through business combinations /H1118/H1118/H1118/H1118239,138 72,254 123,671 – 8,323 443,386 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (136,835) (5,823) (27,700) (17,331) (187,689) Exchange adjustments /H1118/H1118/H1118/H1118/H11182,645 (37,744) (3,743) (6,240) (4,740) (49,822) At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118789,104 1,051,587 202,152 36,592 120,472 2,199,907 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 47,669 3,411 14,165 10,520 75,765 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (63,744) (13,411) (5,812) (7,512) (90,479) Exchange adjustments /H1118/H1118/H1118/H1118/H1118325 51,301 25,208 8,251 11,136 96,221 At 30 April 2025 /H1118/H1118/H1118789,429 1,086,813 217,360 53,196 134,616 2,281,414 ------ ------- -- ---- ------ ------ ------- Accumulated depreciation: At 1 January 2022 /H1118/H1118/H111871,634 127,071 13,764 10,790 20,641 243,900 Charge for the year /H1118/H1118 8,483 128,884 7,085 13,597 22,456 180,505 Written back on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (62,960) (9,745) (16,648) (14,744) (104,097) Exchange adjustments /H1118/H1118/H1118/H1118/H11183,123 (2,532) (591) (2,227) 363 (1,864) At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,240 190,463 10,513 5,512 28,716 318,444 Charge for the year /H1118/H1118 6,686 121,915 12,022 16,273 20,508 177,404 Written back on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (61,500) (9,133) (15,035) (15,374) (101,042) Exchange adjustments /H1118/H1118/H1118/H1118/H1118647 3,664 955 2,045 2,944 10,255 Land use rights Buildings and building improvements Machinery and equipment Motor vehicles Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890,573 254,542 14,357 8,795 36,794 405,061 Charge for the year /H1118/H1118 7,577 214,306 47,463 27,210 29,930 326,486 Written back on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (119,616) (4,967) (26,216) (16,645) (167,444) Exchange adjustments /H1118/H1118/H1118/H1118/H1118582 (12,607) (2,420) (4,344) (2,560) (21,349) At 31 December 2024 1 January 2025 /H1118/H1118/H111898,732 336,625 54,433 5,445 47,519 542,754 Charge for the period /H1118 3,363 52,923 18,453 6,377 11,092 92,208 Written back on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (54,796) (13,322) (5,119) (7,375) (80,612) Exchange adjustments /H1118/H1118/H1118/H1118/H1118112 10,582 12,876 5,097 5,062 33,729 At 30 April 2025 /H1118/H1118/H1118102,207 345,334 72,440 11,800 56,298 588,079 ------ ------ ------ ----- ----- ------- APPENDIX I ACCOUNTANTS’ REPORT – I-59 – --- page 558 --- Land use rights Buildings and building improvements Machinery and equipment Motor vehicles Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Net book value: At 30 April 2025 /H1118/H1118/H1118687,222 741,479 144,920 41,396 78,318 1,693,335 At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118690,372 714,962 147,719 31,147 72,953 1,657,153 At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118383,010 660,849 30,455 25,772 43,904 1,143,990 At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118387,387 712,083 29,977 30,748 29,213 1,189,408 The Group leases houses and buildings as offices and production plants, with lease terms ranging from 2 to 20 years. In addition, the Group also leases machinery and transport for the production and manufacture of automotive parts, with lease terms ranging from 2 to 5 years. 14 INTEREST IN ASSOCIATES AND JOINT VENTURE The Group As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – immaterial joint ventures /H1118/H1118/H1118/H1118/H1118/H1118109,797 109,817 109,786 109,786 Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – material associate (Note) /H1118/H1118/H1118/H1118/H1118/H11181,927,588 1,589,777 – – – immaterial associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,914 595,720 57,774 59,247 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,087,299 2,295,314 167,560 169,033 Note: Since 18 December 2024, the material associate Joyson Quin, a subsidiary of Senssun, has become a subsidiary of the Company (see Note 1). Summarised financial information of the material associate, adjusted for fair value at the time of acquisition and any differences in accounting policies of the Group, and reconciled to the carrying amounts in the consolidated financial statements, are disclosed below. The information for 2022 and 2023 presented in the table includes the results of Joyson Quin for years ended 31 December 2022 and 2023. The information for 2024 includes the results of Joyson Quin only for the period from 1 January to 18 December 2024. Joyson Quin As at 31 December 2022 2023 2024 RMB’000 RMB’000 RMB’000 Gross amounts of the associate Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,843,483 3,276,624 – Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,019,607 3,333,759 – Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,952,251 3,280,050 – Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118536,137 583,241 – APPENDIX I ACCOUNTANTS’ REPORT – I-60 – --- page 559 --- Joyson Quin As at 31 December 2022 2023 2024 RMB’000 RMB’000 RMB’000 Total equity attributable to shareholders of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,306,251 2,666,084 – Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,451 81,008 – Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,096,923 5,115,252 4,938,570 Profit from continuing operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241,316 359,033 243,127 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,172 77,301 (86,499) Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118274,488 436,334 156,628 Dividend received from the associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 25,900 – Reconciled to the Group’s interests in the associate Gross amounts of net assets attributable to shareholders of the associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,306,251 2,666,084 – Group’s effective interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– Group’s share of net assets of the associate /H1118/H1118/H1118/H11181,130,063 986,451 – Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118797,525 603,326 – Carrying amount in the consolidated financial statements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,927,588 1,589,777 – Aggregate information of associates and joint venture that are not individually material: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Aggregate carrying amount of individually immaterial associates and joint venture in the consolidated financial statements /H1118 159,711 705,537 167,560 169,033 Aggregate amounts of the Group’s share of those associates and joint ventures’ Profit from continuing operations /H1118 (580) 7,185 2,365 (626) Other comprehensive income /H1118/H1118/H1118/H1118 – (1,035) – – Total comprehensive income /H1118/H1118/H1118/H1118 (580) 6,150 2,365 (626) The Company The Company’s interests in associates comprise of the investments in Joyson Quin and Senssun, of which Joyson Quin is the material associate before the acquisition date of Senssun (see Note 1). Summarised financial information of the material associate are disclosed above. APPENDIX I ACCOUNTANTS’ REPORT – I-61 – --- page 560 --- 15 GOODWILL As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,626,808 7,790,143 9,492,933 9,582,256 Accumulated impairment loss /H1118/H1118/H1118/H1118/H1118(2,205,738) (2,243,141) (2,276,618) (2,280,736) Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,421,070 5,547,002 7,216,315 7,301,520 Goodwill was mainly arised from the Company’s following three acquisitions: On 29 April 2016, the Company acquired the automobile information segment of TechniSat Digital GmbH (subsequently named as Preh Car Connect GmbH). Goodwill was recognized as the positive balance between the Company’s share of the fair value of the identifiable net assets and the acquisition cost and allocated to the cash-generation units (“CGU”): Automotive Electronic-Europe, Middle East and Africa Region (“EMEA”). On 2 June 2016, the Company completed the mergers of KSS Holdings. Goodwill was recognized as the positive balance between the Company’s share of the fair value of the identifiable net assets and the acquisition cost. In 2018, the Company completed the acquisition of the business of the liquidated Takata Corporation other than its phase stabilized ammonium nitrate business through KSS Holdings. After the acquisition, the Company combined the business of KSS and Takata as automotive safety system business unit, which was coordinated by global headquarter as Joyson Safety System (“JSS”) and divided into four operating regions, as China Region, Asia Region except China (“ROA”), Americas Region (“AM”), and Europe, Middle East and Africa Region (“EMEA”), and the goodwill generated from the acquisition of KSS is redistributed to the four CGUs. On 18 December 2024, Senssun became the Company’s subsidiary (see note 1). Goodwill was recognized as the positive balance between the Company’s share of the fair value of the identifiable net assets over the acquisition cost at the acquisition date. Recognition of goodwill Goodwill is allocated to the Group’s cash-generation units as follows: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Name of CGU Automotive Safety Systems-AM /H1118/H1118/H1118165,036 167,834 170,339 170,647 Automotive Safety Systems-EMEA /H1118 489,097 497,391 504,813 505,726 Automotive Safety Systems-China /H1118/H1118 1,703,612 1,732,501 1,758,356 1,761,536 Automotive Safety Systems-ROA /H1118/H1118 2,250,189 2,288,346 2,322,496 2,326,696 Automotive Electronics Systems-EMEA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118783,475 829,525 794,325 868,521 Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,436,237 1,436,237 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,661 31,405 229,749 232,157 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,421,070 5,547,002 7,216,315 7,301,520 APPENDIX I ACCOUNTANTS’ REPORT – I-62 – --- page 561 --- Impairment tests Impairment reviews on the goodwill and trademark right with an indefinite useful life of the Group have been conducted by the management according to IAS 36 “Impairment of assets”. For the purposes of impairment review, the recoverable amounts of the respective CGUs are determined based on the value-in-use (“VIU”) calculation. As at 31 December 2022, 2023 and 2024, these calculations use cash flow projections based on financial budgets approved by management covering a five-year forecast period. Cash flows beyond the five-year period are extrapolated using an estimated terminal growth rate of 0%. The discount rates used are pre-tax and reflect specific risks relating to the relevant industry, the CGUs themselves and macro-environment of the relevant region. Key assumptions for the significant amount of goodwill are set out as follows: As at 31 December 2022 2023 2024 Annual growth rate (average) of revenue for forecast period – Automotive Safety Systems-AM /H1118/H1118/H1118/H1118/H1118/H11189% 7% 3% – Automotive Safety Systems-EMEA /H1118/H1118/H1118/H1118 1% 1% 2% – Automotive Safety Systems-China /H1118/H1118/H1118/H1118/H1118 9% 6% 7% – Automotive Safety Systems-ROA /H1118/H1118/H1118/H1118/H1118 4% 8% 8% – Automotive Electronics Systems-EMEA /H1118 13% 6% 4% – Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2%/10% Long-term growth rate – Automotive Safety Systems-AM /H1118/H1118/H1118/H1118/H1118/H11180% 0% 0% – Automotive Safety Systems-EMEA /H1118/H1118/H1118/H1118 0% 0% 0% – Automotive Safety Systems-China /H1118/H1118/H1118/H1118/H1118 0% 0% 0% – Automotive Safety Systems-ROA /H1118/H1118/H1118/H1118/H1118 0% 0% 0% – Automotive Electronics Systems-EMEA /H1118 0% 0% 0% – Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180% 0% 0% Pre-tax discount rate – Automotive Safety Systems-AM /H1118/H1118/H1118/H1118/H1118/H111820.97% 22.53% 20.59% – Automotive Safety Systems-EMEA /H1118/H1118/H1118/H1118 17.64% 14.04% 12.02% – Automotive Safety Systems-China /H1118/H1118/H1118/H1118/H111814.55% 13.63% 13.24% – Automotive Safety Systems-ROA /H1118/H1118/H1118/H1118/H11188.97% 11.88% 12.54% – Automotive Electronics Systems-EMEA /H1118 15.30% 14.59% 14.48% – Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 11.94% The recoverable amount of Automotive Safety Systems AM is estimated to exceed its carrying amount at 31 December 2022, 2023 and 2024 by approximately RMB176 million, RMB401 million and RMB259 million, respectively. The recoverable amount of Automotive Safety Systems EMEA is estimated to exceed its carrying amount at 31 December 2022, 2023 and 2024 by approximately RMB292 million, RMB1,318 million and RMB421 million, respectively. The recoverable amount of Automotive Safety Systems China is estimated to exceed its carrying amount at 31 December 2022, 2023 and 2024 by approximately RMB925 million, RMB258 million and RMB360 million, respectively. The recoverable amount of Automotive Safety Systems ROA is estimated to exceed its carrying amount at 31 December 2022, 2023 and 2024 by approximately RMB298 million, RMB10 million and RMB225 million, respectively. The recoverable amount of Automotive Electronics Systems EMEA is estimated to exceed its carrying amount at 31 December 2022, 2023 and 2024 by approximately RMB1,137 million, RMB1,088 million and RMB948 million, respectively. APPENDIX I ACCOUNTANTS’ REPORT – I-63 – --- page 562 --- The recoverable amount of Automotive Components is estimated to exceed its carrying amount at 31 December 2024 by approximately RMB33 million. A CGU to which goodwill has been allocated is tested for impairment by the management annually, and whenever there is an indication that the unit may be impaired. As at 30 April 2025, the management has considered and assessed all available internal and external sources of information and has not identified any indications that an impairment loss of goodwill may have occurred during the four months ended 30 April 2025. Therefore the management did not make a formal estimate of the recoverable amounts of each CGU as at 30 April 2025. The management has considered and assessed reasonably possible changes for key assumptions and has not identified any instances that could cause the carrying amount of each CGU to exceed its respective recoverable amount. The following table shows the amount that these three assumptions would need to be individually for the estimated recoverable amount to be equal to the carrying amount. As at 31 December 2022 2023 2024 Annual growth rate (average) of revenue for forecast period – Automotive Safety Systems-AM /H1118/H1118/H1118/H1118/H1118/H11188.77% 6.45% 1.87% – Automotive Safety Systems-EMEA /H1118/H1118/H1118/H1118 0.63% -0.29% 0.89% – Automotive Safety Systems-China /H1118/H1118/H1118/H1118 7.96% 5.72% 5.63% – Automotive Safety Systems-ROA /H1118/H1118/H1118/H1118/H11183.65% 7.98% 6.73% – Automotive Electronics Systems-EMEA /H1118 9.20% 3.29% 1.30% – Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1.54%/8.82% Long-term growth rate – Automotive Safety Systems-AM /H1118/H1118/H1118/H1118/H1118/H1118-1.19% -5.14% -4.25% – Automotive Safety Systems-EMEA /H1118/H1118/H1118/H1118 -1.60% -5.87% -1.31% – Automotive Safety Systems-China /H1118/H1118/H1118/H1118 -3.14% -1.05% -1.15% – Automotive Safety Systems-ROA /H1118/H1118/H1118/H1118/H1118-0.62% -0.03% -0.72% – Automotive Electronics Systems-EMEA /H1118 -20.37% -13.63% -9.42% – Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – -2.47%/-0.99% Pre-tax discount rate – Automotive Safety Systems-AM /H1118/H1118/H1118/H1118/H1118/H111821.61% 24.87% 22.79% – Automotive Safety Systems-EMEA /H1118/H1118/H1118/H1118 18.60% 17.50% 12.98% – Automotive Safety Systems-China /H1118/H1118/H1118/H1118 16.48% 14.28% 13.99% – Automotive Safety Systems-ROA /H1118/H1118/H1118/H1118/H11189.44% 11.90% 13.05% – Automotive Electronics Systems-EMEA /H1118 24.07% 21.33% 19.66% – Automotive Components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 12.58% 16 INVESTMENTS IN SUBSIDIARIES The Company As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H111813,807,675 13,906,938 14,185,197 15,851,348 APPENDIX I ACCOUNTANTS’ REPORT – I-64 – --- page 563 --- The following list contains only the particulars of subsidiaries which principally and significantly affected the results, assets or liabilities of the Group. The class of shares held is ordinary unless otherwise stated. Company name Place and date of establishment Particulars of registered and paid-in capital Effective interest held by the Group Principal activities As at 31 December As at 30 April 2022 2023 2024 2025 Preh GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Germany 30 April 2003 EUR10,000,000/ EUR10,000,000 100% 100% 100% 100% Manufacturing of automotive components Preh Portugal, Lda /H1118/H1118/H1118/H1118/H1118Portugal January 1970 EUR2,763,000/ EUR2,763,000 100% 100% 100% 100% Manufacturing of automotive components Preh, Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118America 19 September 2005 USD500,000/ USD500,000 100% 100% 100% 100% Manufacturing of automotive components Ningbo Preh Joyson Automotive Electronics Co., Ltd. (౷๿ѩ௷ ʮ̡)/H1118/H1118/H1118/H1118 The People’s Republic of China (“PRC”) 27 December 2010 EUR21,250,000/ EUR21,250,000 100% 100% 100% 100% Manufacturing of automotive components Ningbo Joynext Technology Corp. (formerly known as Ningbo Joynext Technology Co. Ltd.) (΅ ʮ̡)(Τ:ѩ ʮ̡) /H1118/H1118 The People’s Republic of China (“PRC”) 7 September 2016 RMB677,740,836/ RMB677,740,836 83.74% 86.65% 86.65% 86.65% R&D and production of satellite navigation and communication equipments JOYNEXT GMBH (formerly known as Preh Car Connect GmbH) /H1118/H1118/H1118 Germany 9 July 1990 EUR141,000/ EUR141,000 83.74% 86.65% 86.65% 86.65% Automotive information business products JOYNEXT Sp.z.o.o (formerly known as Preh Car Connect Polska Sp. z o.o.) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Poland 15 March 2016 PLN10,720,000/ PLN10,720,000 83.74% 86.65% 86.65% 86.65% Automotive information business products Joyson Safety Systems (Philippines) Corporation /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Philippines 11 April 1997 PHP1,500,000,000/ PHP1,500,000,000 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Ningbo Joyson Safety Systems Co., Ltd. (ت ʮ ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 The People’s Republic of China (“PRC”) 20 January 2017 RMB1,079,930,584.36/ RMB1,079,930,584.36 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Joyson Safety Systems (Huzhou) Co., Ltd. ( ѩ௷ ӛԓτΌӻ୕(ಳψ )ࠢ ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 The People’s Republic of China (“PRC”) 23 July 2007 USD55,000,000/ USD52,000,200 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems APPENDIX I ACCOUNTANTS’ REPORT – I-65 – --- page 564 --- Company name Place and date of establishment Particulars of registered and paid-in capital Effective interest held by the Group Principal activities As at 31 December As at 30 April 2022 2023 2024 2025 Shanghai Lingang Joyson Safety Systems Co., Ltd. (ɪऎᑗಥѩ௷ӛԓτΌ ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118 The People’s Republic of China (“PRC”) 22 May 2019 RMB200,000,000/ RMB200,000,000 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Joyson Safety Systems Acquisition LLC /H1118/H1118/H1118/H1118/H1118 America 18 December 2017 – 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Key Safety Restraint Systems, Inc. /H1118/H1118/H1118/H1118/H1118/H1118 America 18 September 1997 USD5,000/ USD5,000 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Equipo Automotoriz Americana S.A. de C.V . /H1118 Mexico 17 December 1973 MXN50,000/ MXN50,000 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Safety Autoparts Mexico S. de R.L.de C.V . /H1118/H1118/H1118/H1118/H1118/H1118 Mexico 10 November 2017 MXN3,000/ MXN3,000 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Joyson Safety Systems Brasil Ltda /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Brazil May 1959 USD52,187,651.80/ USD52,187,651.80 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Joyson Safety Systems Hungary Kft. /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Hungary 11 October 2013 HUF1,100,300,000/ HUF1,100,300,000 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Recall Services Europe GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Germany 8 December 2017 EUR25,000/ EUR25,000 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Joyson Safety Systems Aschaffenburg GmbH /H1118/H1118 Germany 8 December 2017 EUR25,000/ EUR25,000 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Joyson Safety Systems Arad S.R.L. /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Romania 11 May 2018 RON46/ RON46 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Joyson Safety Systems Japan G.K. (formerly known as Joyson Safety Systems Japan KK) /H1118/H1118/H1118 Japan 23 January 2018 JPY3,881,431,115/ JPY3,881,431,115 60.32% 60.32% 56.50% 59.46% Manufacturing of safety systems Joyson Quin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The People’s Republic of China (“PRC”) 28 November 2001 RMB992,700/ RMB992,700 N/A N/A 52.28% 55.90% Manufacturing of automotive components APPENDIX I ACCOUNTANTS’ REPORT – I-66 – --- page 565 --- The statutory auditors of the principal subsidiaries of the Group during the Track Record Period are set out below: Name of statutory auditors Company name 2022 2023 2024 Preh GmbH (Notes (i)) /H1118/H1118/H1118/H1118/H1118/H1118KPMG AG Wirtschaftsprüfungsgesellschaft KPMG AG Wirtschaftsprüfungsgesellschaft KPMG AG Wirtschaftsprüfungsgesellschaft Preh Portugal, Lda (Notes (i)) /H1118/H1118/H1118KPMG & Associados - Sociedade de Revisores Oficiais de Contas S.A KPMG & Associados - Sociedade de Revisores Oficiais de Contas S.A KPMG & Associados - Sociedade de Revisores Oficiais de Contas S.A Preh, Inc. (Notes (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118KPMG Cárdenas Dosal, S.C. KPMG Cárdenas Dosal, S.C. KPMG Cárdenas Dosal, S.C. Ningbo Preh Joyson Automotive Electronics Co., Ltd (Notes (i)) /H1118 Ningbo Weiyuan Certified Public Accountants Co., Ltd. (“۾ت ʮ̡”) Ningbo Weiyuan Certified Public Accountants Co., Ltd. (“۾ت ʮ̡”) Ningbo Weiyuan Certified Public Accountants Co., Ltd. (“۾ت ʮ̡”) Ningbo Joynext Technology Corp. (formerly known as NoteNingbo Joynext Technology Co. Ltd.) (Notes (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 KPMG Huazhen LLP KPMG Huazhen LLP Ningbo Weiyuan Certified Public Accountants Co., Ltd. (“۾ت ʮ̡”) JOYNEXT GMBH (formerly known as Preh Car Connect GmbH) (Notes (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 KPMG AG Wirtschaftsprüfungsgesellschaft KPMG AG Wirtschaftsprüfungsgesellschaft KPMG AG Wirtschaftsprüfungsgesellschaft JOYNEXT Sp.z.o.o (formerly known as Preh Car Connect Polska Sp. z o.o.) (Notes(i)) /H1118/H1118/H1118 KPMG Audyt Sp. z o.o. KPMG Audyt Sp. z o.o. KPMG Audyt Sp. z o.o Joyson Safety Systems (Philippines) Corporation (Notes (i)) /H1118/H1118/H1118/H1118/H1118 R. G. Manabat & Co R. G. Manabat & Co R. G. Manabat & Co Ningbo Joyson Safety Systems Co., Ltd. (Notes (i)) /H1118/H1118/H1118/H1118/H1118/H1118 KPMG Huazhen LLP KPMG Huazhen LLP KPMG Huazhen LLP Joyson Safety Systems (Huzhou) Co., Ltd. (Notes (i)) /H1118/H1118/H1118/H1118/H1118/H1118 KPMG Huazhen LLP KPMG Huazhen LLP KPMG Huazhen LLP Shanghai Lingang Joyson Safety Systems Co., Ltd. (Note (i)) /H1118/H1118/H1118 KPMG Huazhen LLP KPMG Huazhen LLP KPMG Huazhen LLP Joyson Safety Systems Acquisition LLC (Notes (i) and (ii)) /H1118/H1118/H1118/H1118/H1118 N/A N/A N/A Key Safety Restraint Systems, Inc. (Notes (i) and (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118 N/A N/A N/A Equipo Automotoriz Americana S.A. de C.V . (Notes (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118 N/A N/A N/A Safety Autoparts Mexico S. de R.L.de C.V . (Notes (i)) /H1118/H1118/H1118/H1118/H1118 KPMG Cárdenas Dosal, S.C. N/A N/A Joyson Safety Systems Brasil Ltda (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 KPMG Auditores Independentes Ltda. KPMG Auditores Independentes Ltda. N/A (Note (iii)) APPENDIX I ACCOUNTANTS’ REPORT – I-67 – --- page 566 --- Name of statutory auditors Company name 2022 2023 2024 Joyson Safety Systems Hungary Kft. (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 KPMG Hungária Kft. KPMG Hungária Kft. KPMG Hungária Kft. Recall Services Europe GmbH (Notes (i) and (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118 N/A N/A N/A Joyson Safety Systems Aschaffenburg GmbH (Notes (i) and (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118 N/A N/A N/A Joyson Safety Systems Arad S.R.L. (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 KPMG Audit S.R.L KPMG Audit S.R.L N/A (Note (iii)) Joyson Safety Systems Japan G.K. (formerly known as Joyson Safety Systems Japan KK) (Note (i) and (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118 N/A N/A N/A Joyson Quin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ningbo Weiyuan Certified Public Accountants Co., Ltd. (Note (iv)) Ningbo Weiyuan Certified Public Accountants Co., Ltd. (Note (iv)) Ningbo Weiyuan Certified Public Accountants Co., Ltd. (“۾ت ʮ̡”) Notes: (i) These entities are limited liability companies established in the PRC. The official names of these entities are in Chinese. The English translation of these names is for identification purpose only. (ii) No statutory financial statements have been prepared for the years ended 31 December 2022, 2023 and 2024. (iii) At the date of this report, the statutory financial statements for the year ended 31 December 2024 for these companies are under preparation and not issued yet. (iv) Joyson Quin has become a subsidiary of the Group since 18 December 2024. Its financial statements were not consolidated by the Group until 18 December 2024. As the statutory financial statements of this company for the year ended 31 December 2022 and 2023 did not comprise the Group, the related audited financial statements were not available from the Group. All companies now comprising the Group have adopted 31 December as their financial year end date. APPENDIX I ACCOUNTANTS’ REPORT – I-68 – --- page 567 --- 17 OTHER FINANCIAL ASSETS The Group As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Non-current financial assets measured at FVPL Equity instruments – Listed equity securities /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 22,173 14,847 – Unlisted equity instruments /H1118/H1118/H1118/H1118/H111884,027 150,492 170,933 251,943 Reinsurance of defined benefit plan /H1118 61,246 63,098 52,868 56,855 Unsettled consideration of selling 51% shares of Joyson Quin /H1118/H1118/H1118/H1118/H1118562,210 – – – Negotiable certificates of deposit /H1118/H1118 – – – 301,314 707,483 213,590 245,974 624,959 Current financial assets measured at FVPL Financial products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118419,267 226,174 70,932 537,925 Listed equity securities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,519 54,550 75,900 101,167 Current financial assets measured at Amortised cost (Note (i)) Term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 413,650 401,657 465,786 280,724 560,482 1,040,749 Notes: (i) Term deposits of RMB413,650,000 and RMB371,581,000 as at 31 December 2024 and 30 April 2025, respectively are with the term more than 3 months, which are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest. These financial products are measured at amortized cost. (ii) The Group invested some financial products issued by banks and other financial institutions with its idle funds. These wealth management products usually have a preset maturity period and expected return, covering a wide range of investments, including government and corporate debentures, central bank bills, currency market funds, and other Chinese listed and unlisted equity securities. These financial products are classified as financial assets at fair value through profit or loss. The Company As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Non-current financial assets measured at FVPL Negotiable certificates of deposit /H1118/H1118 – – – 301,313 Unsettled consideration of selling 51% shares of Joyson Quin /H1118/H1118/H1118/H1118/H1118562,210 – – – 562,210 – – 301,313 APPENDIX I ACCOUNTANTS’ REPORT – I-69 – --- page 568 --- As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Current financial assets measured at FVPL – Financial products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118419,267 226,066 70,932 339,771 – Listed equity securities /H1118/H1118/H1118/H1118/H1118/H1118/H111846,519 54,658 75,900 101,167 465,786 280,724 146,832 440,938 18 DERIV ATIVE FINANCIAL INSTRUMENTS The Group As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Derivative financial assets Non-current asset – Interest rate swaps /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,820 79,168 34,807 9,364 Current assets – Foreign currency forward contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,737 12,298 – 6,842 – Interest rate swaps /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877,039 91,805 55,628 49,748 81,776 104,103 55,628 56,590 Derivative financial liabilities Current liabilities – Foreign currency forward contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118272 919 – 317 – Interest rate swaps /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867 2,752 16,146 32,427 339 3,671 16,146 32,744 The Group enters into interest rate swap contracts with Deutsche Bank AG where the floating rate interest payments were swapped to fixed interest rate payment for the Group’s bank borrowings in relation to the acquisition of Takata related business. These derivative financial instruments are recognised at fair value. The Group designated those interest-rate swaps as hedging instruments for cash flow hedge accounting pursuant to IFRS 9. In this context, the fulfilment of hedge effectiveness conditions as required under IFRS 9 was continually demonstrated prospectively in quantitative method based on regression analysis result. Ineffectiveness was calculated by comparing the present value development of the hedged transactions and the fair value development of the hedging instruments. The cash flow hedges did not result in an ineffectiveness to be recognized in profit or loss in the year under review, the changes in fair value amounting to RMB266,792,000, RMB168,221,000, RMB74,289,000, and RMB26,685,000 for the years ended 31 December 2022, 2023 and 2024 and for the four months ended 30 April 2025 were recorded in equity. The Group enters into foreign currency forward contracts with ITAU Bank in Brazil where the Group is to sell USD for BRL at a future date for the year ended 31 December 2022, and 2023, and with Agricultural Bank of China Seoul branch where the Group is to sell USD for CNY at a future date for the year ended 2024. The Group enters into foreign currency forward contracts with COMMERZ Bank in Mexico and Germany where the Group is to sell USD for MXN and to sell EUR for USD at a future date for the month ended 30 April 2025. These derivative financial instruments are recognised at fair value. As they were not designated as hedging instruments, those foreign currency forward contracts were accounted for at FVPL. APPENDIX I ACCOUNTANTS’ REPORT – I-70 – --- page 569 --- The Company As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Derivative financial assets Current assets – Foreign currency forward contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,507 12,298 – – 19 INVENTORIES (a) Inventories in the consolidated statement of financial position comprise: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,350,805 5,533,273 5,875,174 6,352,785 Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,365,458 1,639,809 1,988,080 2,151,711 Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,091,563 1,126,232 1,773,126 1,763,905 7,807,826 8,299,314 9,636,380 10,268,401 Less: Provision for diminution in value of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(371,362) (462,465) (544,441) (616,974) 7,436,464 7,836,849 9,091,939 9,651,427 (b) The analysis of the amount of inventories recognised as an expense and included in profit or loss is as follows: Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Carrying amount of inventories sold /H1118/H1118/H1118/H1118/H1118/H111842,149,919 45,948,222 45,284,465 14,930,124 15,762,061 Write-down of inventories /H1118 44,721 99,529 125,626 29,916 44,008 42,194,640 46,047,751 45,410,091 14,960,040 15,806,069 Net realisable value of inventories is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. These estimates are based on the current market condition and historical experience of selling products of similar nature. It could change significantly as a result of competitor actions in response to changes in market conditions. Management reassesses these estimations at the end of each reporting period to ensure inventory is shown at the lower of cost and net realizable value. APPENDIX I ACCOUNTANTS’ REPORT – I-71 – --- page 570 --- 20 CONTRACT LIABILITIES As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Advances from sales of automotive components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,721 69,494 66,569 42,181 Advances on tooling and R&D services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118635,221 588,930 667,156 663,963 681,942 658,424 733,725 706,144 Contract liabilities mainly include advance payments by customers for deliveries of goods and for services to be performed. In the case of these advance payments by customers for deliveries of goods and for services to be performed, for which contract liabilities are recognised, the customer has already paid the consideration or part of the consideration, but the Group has generally not yet satisfied its performance obligation, or has done so only to a limited extent. Movements in contract liabilities Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Balance as at the opening of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118646,082 681,942 658,424 733,725 Decrease in contract liabilities as a result of recognising revenue during the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(583,870) (525,709) (498,480) (167,487) Increase in contract liabilities as a result of billing in advance of manufacturing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118619,730 502,191 573,781 139,906 Balance at the end of the year/period /H1118/H1118/H1118/H1118681,942 658,424 733,725 706,144 The amount of billings in advance is mainly expected to be recognised as income within one year. 21 TRADE AND OTHER RECEIV ABLES The Group As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Trade receivables – Third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,705,690 8,172,633 8,812,749 9,284,747 – Related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,626 14,145 18,194 13,254 Bills receivable (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118637,601 657,866 720,182 592,691 Receivables to be factored /H1118/H1118/H1118/H1118/H1118/H1118/H111840,149 18,879 112,093 45,361 Less: allowance for doubtful debts /H1118/H1118 (135,431) (154,717) (152,703) (148,460) Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H11188,278,635 8,708,806 9,510,515 9,787,593 APPENDIX I ACCOUNTANTS’ REPORT – I-72 – --- page 571 --- As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Other receivables – Tax recoverable and refund receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,044,734 1,369,754 1,380,344 1,410,292 – Consideration receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 366,430 – 33,401 – Dividend receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118209,202 235,102 – – – Deposits and prepayments /H1118/H1118/H1118/H1118/H1118/H111899,344 89,336 173,908 199,320 – Advances from related parties /H1118/H1118/H1118114,462 12,862 – – – Staff advance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,980 29,507 78,714 84,175 – Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118364,867 257,071 211,067 228,102 Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,854,589 2,360,062 1,844,033 1,955,290 Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,133,224 11,068,868 11,354,548 11,742,883 Other receivables – Compensation receivables /H1118/H1118/H1118/H1118/H1118/H1118159,551 119,205 56,586 64,783 – Overpayment of tax in previous years by overseas subsidiaries /H1118/H1118/H1118204,536 224,955 243,501 267,045 – Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,601 11,313 3,942 799 Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118377,688 355,473 304,029 332,627 Note: As at 31 December 2022, 2023 and 2024 and 30 April 2025, bills receivable of RMB151,821,000, RMB285,585,000, RMB469,510,000 and RMB356,409,000, compose of bank acceptance bills, whose fair values approximate to their carrying values were classified as financial assets at FVOCI under IFRS 9. The fair value changes of these bills receivable measured at FVOCI were insignificant during the year. As at 31 December 2022, 2023 and 2024 and 30 April 2025, other bills receivable of RMB485,780,000, RMB372,281,000, RMB250,672,000 and RMB236,282,000, are measured at amortised cost, including bank and commercial acceptance bills. Bills receivable mainly represent short-term bank acceptance receivable that entitle the Group to receive the full face amount from the banks at maturity, which generally ranges from 3 to 6 months from the date of issuance. Historically, the Group had experienced no credit losses on bills receivable. The Group from time to time endorses bills receivable to suppliers in order to settle trade payables. The Company As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Trade receivables – Subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118490,045 505,110 523,596 625,456 – Related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118784 475 – 250 Less: allowance for doubtful debts /H1118/H1118/H1118 –––– Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118490,829 505,585 523,596 625,706 APPENDIX I ACCOUNTANTS’ REPORT – I-73 – --- page 572 --- As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Other receivables – Dividend receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118208,028 213,978 378,581 238,904 – Interest receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,746 – – – – Lendings and borrowings to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,728,011 2,375,526 3,159,412 1,919,994 – Lendings and borrowings to related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,462 12,862 – – – Advance to related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118133,430 35,775 106,879 135,280 – Consideration receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 336,430 – – – Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,547 10,290 20,909 21,127 Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,265,224 2,984,861 3,665,781 2,315,305 Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,756,053 3,490,446 4,189,377 2,941,011 Other receivables – Prepaid earnest money deposit for equity investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 304,268 – – – Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,113 – – – Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,113 304,268 – – All of the current portion of trade and other receivables are expected to be recovered within one year. Ageing analysis: As at the end of each reporting period, the ageing analysis of trade debtors, based on the revenue recognition date, is as follows: The Group As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,610,468 8,001,845 8,742,035 9,222,943 More than 1 year but within 2 years /H1118/H1118 114,688 178,943 78,469 65,591 More than 2 years but within 3 years /H1118/H1118 6,242 5,210 7,481 9,084 More than 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,918 780 2,958 383 7,736,316 8,186,778 8,830,943 9,298,001 Less: Provision for bad and doubtful debts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(135,431) (154,717) (152,703) (148,460) 7,600,885 8,032,061 8,678,240 9,149,541 The Company As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,758 75,465 50,347 135,929 More than 1 year but within 2 years /H1118/H1118 48,190 6,365 43,129 42,560 More than 2 years but within 3 years /H1118/H1118 215,617 9,817 6,365 18,601 More than 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167,264 413,938 423,755 428,616 490,829 505,585 523,596 625,706 Less: Provision for bad and doubtful debts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 490,829 505,585 523,596 625,706 APPENDIX I ACCOUNTANTS’ REPORT – I-74 – --- page 573 --- 22 PREPAYMENTS AND OTHER ASSETS As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Payment to OEM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118359,086 376,168 496,678 555,790 Prepayment for long-term assets /H1118/H1118/H1118/H1118/H1118406,040 631,346 165,589 253,558 Contract costs and others (Note) /H1118/H1118/H1118/H1118/H111858,038 674,791 1,008,997 1,222,683 Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118823,164 1,682,305 1,671,264 2,032,031 Purchase of raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,414 88,362 112,302 120,668 Purchase of tooling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,889 84,110 83,259 98,886 Deferred expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162,884 236,006 207,914 211,602 Contract costs and others (Note) /H1118/H1118/H1118/H1118/H11181,164,504 1,487,055 1,552,193 1,724,461 Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,453,691 1,895,533 1,955,668 2,155,617 2,276,855 3,577,838 3,626,932 4,187,648 Note: Contract costs and others mainly include costs incurred in the initial activities carried out by the Group for the fulfillment of the contract, which are costs and expenses incurred by the Group for the fulfillment of contractual obligations prior to the formal delivery of the relevant products after the signing of supply agreements with certain OEMs, and such costs and expenses will be recovered in subsequent supply orders. Accordingly, the costs and expenses incurred by the Group are capitalised and amortised when anticipated future vendor purchases occur. 23 CASH AND CASH EQUIV ALENTS AND OTHER CASH FLOW INFORMATION (a) Cash and cash equivalents comprise: The Group As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Cash at bank /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,404,946 5,176,308 6,848,962 6,511,932 Less: Restricted cash (Note) /H1118/H1118/H1118/H1118/H1118/H1118(1,559,425) (922,792) (869,892) (1,164,888) Cash and cash equivalents in the consolidated statement of financial position and the consolidated cash flow statement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,845,521 4,253,516 5,979,070 5,347,044 Note: Restricted cash of RMB1,559,425,000, RMB922,792,000, RMB869,892,000 and RMB1,164,888,000 as at 31 December 2022, 2023 and 2024 and 30 April 2025, mainly was pledged for loans and bank acceptance bills. APPENDIX I ACCOUNTANTS’ REPORT – I-75 – --- page 574 --- The Company As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Cash at bank /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,428,909 1,538,792 1,610,050 2,036,960 Less: Restricted bank deposits /H1118/H1118/H1118/H1118(285,263) (116,634) – – Cash and cash equivalents in the statement of financial position and the cash flow statement /H1118/H1118/H1118/H1118/H1118/H1118/H11181,143,646 1,422,158 1,610,050 2,036,960 (b) Reconciliation of profit before taxation to cash generated from operations: Y ears ended 31 December Four months ended 30 April Note 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118479,818 1,762,281 1,995,749 687,222 695,567 Adjustments for: Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186(a) (95,002) (75,592) (105,127) (42,032) (39,121) Investment income /H1118/H1118/H1118/H1118/H1118/H1118(124,472) (204,952) (251,230) (34,982) (3,793) Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186(d) 1,838,917 1,828,286 2,100,468 631,780 733,342 Amortisation of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186(d) 1,048,577 1,076,617 1,086,557 317,113 378,252 Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H11186(a) 932,114 1,120,903 1,130,409 379,307 398,911 Losses/(gains) on disposal of property, plant and equipment and right-of- use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186(c) 1,756 (12,413) (3,348) 158 696 Impairment (reversal)/losses on trade and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,762) 35,991 32,434 11,303 16,157 Impairment losses of property, plant and equipment, right-of-use assets and Inventories and contract costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,259 125,056 247,654 29,916 44,750 Change in fair value of financial assets measured at FVPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(101,779) (157,130) (36,870) (18,283) (19,588) Equity-settled share-based payment expenses /H1118/H1118/H1118/H1118/H11186(b) 38,353 33,900 27,107 5,814 3,687 Changes in working capital: Increase in inventories /H1118/H1118/H1118/H1118(1,083,496) (491,488) (1,337,066) (303,043) (632,021) Increase in trade and other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,164,972) (1,736,521) (1,377,057) 2,459,455 (852,036) Increase in trade and other payables and accruals /H1118/H1118/H1118 1,796,888 1,115,455 1,851,487 (3,253,019) 655,249 Decrease/(increase) in restricted bank deposits /H1118/H1118 1,084 (74) (118,314) 40,234 (440,004) Cash generated from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,601,283 4,420,319 5,242,853 910,943 940,048 APPENDIX I ACCOUNTANTS’ REPORT – I-76 – --- page 575 --- (c) Reconciliation of liabilities arising from financing activities: The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be, classified in the Group’s consolidated cash flow statement as cash flows from financing activities. Bank loans Lease liabilities Dividends payable Total RMB’000 RMB’000 RMB’000 RMB’000 (Note 25) (Note 28) At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,730,118 767,842 – 19,497,960 Changes from financing cash flows: Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H11185,709,959 – – 5,709,959 Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,664,902) – – (5,664,902) Interest of bank loans paid /H1118/H1118/H1118/H1118/H1118/H1118(762,930) – – (762,930) Payment of capital element and interest element of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (189,373) – (189,373) Dividends paid to non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (13,060) (13,060) Total changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(717,873) (189,373) (13,060) (920,306)-------- ------ ------ -------- Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118505,206 – – 505,206 Other changes: Interest expenses (Note 6(a)) /H1118/H1118/H1118/H1118/H1118919,334 39,231 – 958,565 Dividends declared to equity shareholders of the Company and non-controlling interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,060 13,060 Increase in lease liabilities from entering into new leases during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 233,334 – 233,334 Decrease in lease liabilities from terminating leases during this period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (70,889) – (70,889) Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118919,334 201,676 13,060 1,134,070 At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,436,785 780,145 – 20,216,930 At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,436,785 780,145 – 20,216,930 Changes from financing cash flows: Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H11188,413,356 – – 8,413,356 Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,727,177) – – (8,727,177) Payment of capital element and interest element of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (218,113) – (218,113) Interest of bank loans paid /H1118/H1118/H1118/H1118/H1118/H1118(904,021) – – (904,021) Dividends paid to equity shareholders of the Company and non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (149,582) (149,582) Total changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,217,842) (218,113) (149,582) (1,585,537)-------- ------ ------ -------- Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248,588 36,318 – 284,906 APPENDIX I ACCOUNTANTS’ REPORT – I-77 – --- page 576 --- Bank loans Lease liabilities Dividends payable Total RMB’000 RMB’000 RMB’000 RMB’000 (Note 25) (Note 28) Other changes: Interest expenses (Note 6(a)) /H1118/H1118/H1118/H1118/H11181,131,004 41,881 – 1,172,885 Dividends declared to equity shareholders of the Company and non-controlling interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 150,482 150,482 Increase in lease liabilities from entering into new leases during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 148,411 – 148,411 Decrease in lease liabilities from terminating leases during this period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (36,318) – (36,318) Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,131,004 153,974 150,482 1,435,460 At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,598,535 752,324 900 20,351,759 Bank loans Lease liabilities Dividends payable Total RMB’000 RMB’000 RMB’000 RMB’000 (Note 25) (Note 28) At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,598,535 752,324 900 20,351,759 Changes from financing cash flows: Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H111813,945,636 – – 13,945,636 Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,477,391) – – (12,477,391) Payment of capital element and interest element of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (271,713) – (271,713) Interest of bank loans paid /H1118/H1118/H1118/H1118/H1118/H1118(1,142,681) – – (1,142,681) Dividends paid to equity shareholders of the Company and non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (388,885) (388,885) Total changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118325,564 (271,713) (388,885) (335,034)--------- ------- ------- --------- Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(218,653) (83,239) – (301,892) Other changes: Interest expenses (Note 6(a)) /H1118/H1118/H1118/H1118/H11181,111,583 55,025 – 1,166,608 Dividends declared to equity shareholders of the Company and non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 403,600 403,600 Business combinations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,864,253 195,637 – 3,059,890 Increase in lease liabilities from entering into new leases during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 371,243 – 371,243 Decrease in lease liabilities from terminating leases during this period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (50,782) – (50,782) Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,975,836 571,123 403,600 4,950,559--------- ------- ------- --------- At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,681,282 968,495 15,615 24,665,392 APPENDIX I ACCOUNTANTS’ REPORT – I-78 – --- page 577 --- Bank loans Lease liabilities Dividends payable Total RMB’000 RMB’000 RMB’000 RMB’000 (Note 25) (Note 28) (Unaudited) At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,598,535 752,324 900 20,351,759 Changes from financing cash flows: Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H11186,656,547 – – 6,656,547 Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,370,825) – – (5,370,825) Payment of capital element and interest element of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (85,220) – (85,220) Interest of bank loans paid /H1118/H1118/H1118/H1118/H1118/H1118(415,109) – – (415,109) Dividends paid to equity shareholders of the Company and non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (15,739) (15,739) Total changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118870,613 (85,220) (15,739) 769,654-------- ------- ------ -------- Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(234,741) 53,045 – (181,696) Other changes: Interest expenses (Note 6(a)) /H1118/H1118/H1118/H1118/H1118373,843 17,787 – 391,630 Dividends declared to equity shareholders of the Company and non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 15,739 15,739 Business combinations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– Increase in lease liabilities from entering into new leases during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 229,762 – 229,762 Decrease in lease liabilities from terminating leases during this period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (14,682) – (14,682) Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118373,843 232,867 15,739 622,449-------- ------- ------ -------- At 30 April 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,608,250 953,016 900 21,562,166 Bank loans Lease liabilities Dividends payable Total RMB’000 RMB’000 RMB’000 RMB’000 (Note 25) (Note 28) At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,681,282 968,495 15,615 24,665,392 Changes from financing cash flows: Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H11186,314,112 – – 6,314,112 Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,907,605) – – (4,907,605) Payment of capital element and interest element of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (85,513) – (85,513) Interest of bank loans paid /H1118/H1118/H1118/H1118/H1118/H1118(376,661) – – (376,661) Dividends paid to equity shareholders of the Company and non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,879) (1,879) Total changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,029,846 (85,513) (1,879) 942,454-------- ------- - ----- -------- Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118467,787 184,582 – 652,369 APPENDIX I ACCOUNTANTS’ REPORT – I-79 – --- page 578 --- Bank loans Lease liabilities Dividends payable Total RMB’000 RMB’000 RMB’000 RMB’000 (Note 25) (Note 28) Other changes: Interest expenses (Note 6(a)) /H1118/H1118/H1118/H1118/H1118382,802 18,068 – 400,870 Dividends declared to equity shareholders of the Company and non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 363,777 363,777 Business combinations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– Increase in lease liabilities from entering into new leases during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (75,765) – (75,765) Decrease in lease liabilities from terminating leases during this period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9,867 – 9,867 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (65) (65) Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118382,802 (47,830) 363,712 698,684-------- ------- - ----- -------- At 30 April 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,561,717 1,019,734 377,448 26,958,899 (d) Total cash out flow for leases: Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Within operating cash flows /H1118/H1118 30,581 46,077 56,265 39,728 33,686 Within financing cash flows /H1118/H1118 189,373 218,113 271,713 85,220 85,513 219,954 264,190 327,978 124,948 119,199 These amounts relate to the following: Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Lease rentals settled /H1118/H1118/H1118/H1118219,954 264,190 327,978 124,948 119,199 24 DISPOSAL GROUP HELD FOR SALE As at 31 December 2024 and 30 April 2025, the disposal group was stated at the lower of their carrying amounts and fair value less costs to sell and copmprised the following assets and liabilities: In 2024, the Group plans to sell two of its subsidiaries (Plant A and Plant B). As of 31 December 2024, the relevant transactions have been approved by the shareholders or board of directors of the subsidiaries and agreements have been signed. The transaction for Plant A has been completed on 18 February 2025 and the transaction for Plant B is expected to be completed in 2025. As at 31 December 2024 and 30 April 2025, the related assets of the subsidiaries held for sale have been written down to their net fair value minus estimated disposal costs and are classified as “assets held for sale.” The related liabilities are classified as “Liabilities directly associated with the assets held for sale”. APPENDIX I ACCOUNTANTS’ REPORT – I-80 – --- page 579 --- (a) Assets held for sale: As at 31 December 2024 As at 30 April 2025 Plant A disposal project Plant B disposal project Total Plant B disposal project RMB’000 RMB’000 RMB’000 RMB’000 Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248,327 19,451 267,778 20,824 Provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118(46,470) – (46,470) – Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118201,857 19,451 221,308 20,824 Fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118201,857 25,168 227,025 27,507 Expected expense for disposal /H1118/H1118/H1118/H1118 – 503 503 550 (b) Liabilities directly associated with the assets held for sale: As at 31 December 2024 Plant A disposal project Plant B disposal project Total RMB’000 RMB’000 RMB’000 Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,031 – 94,031 As at 30 April 2025, there were no liabilities directly associated with the assets held for sale. 25 LOANS AND BORROWINGS The Group The short-term loans and borrowings were as follows: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Pledged loans (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118509,318 319,929 212,824 289,769 Loans secured by mortgages (Note (ii)) /H1118 – 499,686 515,418 501,765 Guaranteed loans (Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118502,866 710,629 – 490,394 Unsecured short-term loans (Note (iv)) /H1118/H11181,995,402 2,713,459 4,235,561 4,660,718 Add: Current portion of long-term loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,438,017 3,394,825 3,532,054 4,804,210 Current portion of long-term debentures payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118523,44 3––– 6,969,046 7,638,528 8,495,857 10,746,856 As at December 2022, 2023 and 2024 and April 2025, the annual interest rates of major short-term loans borrowings range from 0.46% to 6.50%, 3.00% to 9.28%, 1.65% to 8.70% and 1.65% to 5.65%, respectively. (i) As at 31 December 2022, the pledged loans mainly include short-term loans of EUR21,848,000, equivalent to RMB162,176,000, borrowed from Agricultural Bank of China through pledge of certificates of deposit, and short-term loans of USD38,893,000, equivalent to RMB270,874,000, borrowed from Agricultural Bank of China through pledge of margin deposits. The expire date of the above borrowings is from 7 March 2023 to 10 July 2023. Interest paid monthly and principal repaid in lump sum at maturity. As at 31 December 2023, the pledged loan mainly includes the principal of USD34,800,000, equivalent to RMB246,478,000, borrowed from the Agricultural Bank of China through pledge of margin deposits. APPENDIX I ACCOUNTANTS’ REPORT – I-81 – --- page 580 --- As at 31 December 2024, the pledged loans mainly include multiple short-term loan principal of RMB156,000,000, borrowed from China Construction Bank through pledge of patent. As at 30 April 2025, the pledged loans mainly include multiple short-term loan principal of RMB253,000,000, borrowed from China Construction Bank through pledge of patent. (ii) As at 31 December 2024, the mortgage loans are mainly the principal of RMB500,000,000, borrowed from the Postal Savings Bank of China with the Company’s real estate as collateral. As at 30 April 2025, the mortgage loans are mainly the principal of RMB500,000,000, borrowed from the Postal Savings Bank of China with the Company’s real estate as collateral. (iii) As at 31 December 2022, guaranteed loans mainly include short-term loans of RMB20,027,000, borrowed from Industrial Bank Co., Ltd., and short-term loans of RMB160,205,000, borrowed from Agricultural Bank of China, both of which are guaranteed by Joyson Group; short-term loans of EUR3,000,000, equivalent to RMB22,368,000, borrowed from Deutsche Bank, which are guaranteed by KSS Holdings Inc.; multiple short-term loans of RMB300,275,000, borrowed from China Merchants Bank. The expire date of the above borrowings is from 28 March 2023 to 15 September 2023. As at 31 December 2023, guaranteed loans mainly include the principal of RMB100,000,000 borrowed from Industrial and Commercial Bank of China; the principal of RMB350,000,000, borrowed from the Bank of China; the principal of RMB257,000,000, borrowed from Industrial Bank Co., Ltd.. The above loans are guarateed by Joyson Group. As at 30 April 2025, guaranteed loans mainly include the principal of RMB490,033,000 borrowed from Industrial and Commercial Bank of China guarateed by Joyson Group. (iv) As at 31 December 2022, the unsecured loans mainly include multiple short-term loans of EUR110,029,000, equivalent to RMB816,733,000, borrowed from Commerzbank; multiple short-term loans of RMB500,603,000, borrowed from China Merchants Bank; and short-term loans of RMB422,475,000, borrowed from Industrial and Commercial Bank of China; and short-term loans of EUR25,333,000, equivalent to RMB188,044,000, borrowed from BNP Paribas, which are guaranteed by Joyson Electronics. As at 31 December 2023, the unsecured loans mainly include the principal of EUR26,395,000, equivalent to RMB207,444,000, borrowed from BNP Paribas Bank Polska S.A.; and the principal of EUR135,000,000, equivalent to RMB1,060,992,000, borrowed from Commerzbank; the principal of RMB332,000,000, borrowed from Industrial and Commercial Bank of China; the principal of RMB200,000,000, borrowed from Bank of Communications; and the principal of RMB700,000,000, borrowed from China Merchants Bank. As at 31 December 2024, the unsecured loans mainly include multiple short-term loan principal of RMB531,800,000, borrowed from Bank of Communication; multiple short-term loan principal of RMB251,500,000, borrowed from Industrial Bank; the principal of RMB250,000,000, borrowed from China Merchants Bank; multiple short-term loan principal of RMB208,000,000, borrowed from Bank of China; multiple short-term loan principal of EUR221,960,000, equivalent to RMB1,670,402,000, borrowed from Commerzbank; the principal of EUR60,000,000, equivalent to RMB451,542,000, borrowed from China Construction Bank; the principal of EUR18,930,000, equivalent to RMB142,460,000, borrowed from BNP Paribas Bank Polska; and multiple short-term loan principal of EUR14,501,000, equivalent to RMB109,128,000. As at 30 April 2025, the unsecured loans mainly include multiple short-term loan principal of EUR251,929,000, equivalent to RMB2,072,117,000, borrowed from Commerzbank; the principal of RMB633,304,000, borrowed from China Merchants Bank; multiple short-term loan principal of RMB330,000,000 and USD20,629,000,equivalent to RMB148,558,000, borrowed from Bank of Communication; multiple short-term loan principal of RMB296,500,000 and USD6,876,000,equivalent to RMB49,519,000, borrowed from Industrial Bank; multiple short-term loan principal of RMB5,500,000 and USD23,380,000, equivalent to RMB168,366,000, borrowed from Bank of China; multiple short-term loan principal of RMB100,000,000, borrowed from The Export-Import Bank of China. APPENDIX I ACCOUNTANTS’ REPORT – I-82 – --- page 581 --- The Group The long-term loans and borrowings were as follows: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Pledged loans (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,075,195 7,290,529 8,187,658 7,966,105 Loans secured by mortgages (Note (ii)) /H1118 410,687 1,477,977 484,844 515,191 Guaranteed loans (Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H11182,718,995 3,377,953 3,630,000 5,271,071 Unsecured long-term loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,700,879 3,208,374 6,414,978 5,866,704 Less: Current portion of long-term loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,438,017) (3,394,825) (3,532,054) (4,804,210) 12,467,739 11,960,008 15,185,426 14,814,861 As at December 2022, 2023 and 2024 and April 2025, the annual interest rates of major long-term loans borrowings range from 0.75% to 7.23%, 1.15% to 8.88%, 1.15% to 8.41% and 1.15% to 7.00%, respectively. (i) As at 31 December 2022, pledged loans mainly include long-term loans of USD422,102,000, equivalent to RMB3,171,602,000, JPY20,836,309,000, equivalent to RMB1,106,746,000 and USD414,607,000, equivalent to RMB2,887,977,000, borrowed by the subsidiaries of the Group from Deutsche Bank; long-term loans of RMB505,305,000 and USD192,435,000, equivalent to RMB1,340,232,000, borrowed from Bank of China; long-term loans of USD37,438,000, equivalent to RMB260,739,000, borrowed from Agricultural Bank of China. The long-term loans from Deutsche Bank incurred issue costs of USD28,056,000, equivalent to RMB195,396,000. The amount due within one year is RMB1,195,074,000, and other borrowings expire date is from 11 March 2023 to 30 December 2029. The loans are mainly secured by substantial assets of Joyson Safety Systems, bank certificates of deposit and margin deposits. As at 31 December 2023, pledged loans mainly include multiple long-term loans from Deutsche Bank, including the principal of USD272,000,000, equivalent to RMB1,926,494,000; JPY19,648,850,000, equivalent to RMB986,719,000; EUR400,000,000, equivalent to RMB3,143,680,000 and the principal amount of RMB895,875,000. The principal amount of long-term loans borrowed from Agricultural Bank of China is USD37,000,000, equivalent to RMB262,060,000. The expire date of the above-mentioned borrowings is from 11 March 2024 to 12 October 2026, and the loans are mainly secured by substantial assets of Joyson Safety Systems, bank certificates of deposit and margin deposits. As at 31 December 2024, pledged loans mainly include multiple long-term loans from Deutsche Bank, including the principal of EUR282,926,000, equivalent to RMB2,107,116,000; USD212,631,000, equivalent to RMB1,389,450,000; JPY19,875,932,000, equivalent to RMB908,130,000 and the principal of RMB1,747,778,000; The principal of RMB1,144,728,000, borrowed from China Merchants Bank expiring on 12 July 2027; the principal of RMB635,000,000, borrowed from China Construction Bank expiring on 31 December 2027; the principal of RMB270,000,000, borrowed from Industrial Bank Co., Ltd. expiring on 26 December 2028. The above-mentioned loans are mainly secured by substantial assets of Joyson Safety Systems and shares of Joyson Quin. As at 30 April 2025, pledged loans mainly include multiple long-term loans from Deutsche Bank, including the principal of USD176,197,000, equivalent to RMB1,268,868,000, the principal of JPY24,065,215, equivalent to RMB1,211,318,000, the principal of EUR229,836,000, equivalent to RMB1,885,652,000, the principal of RMB1,604,021,000; The principal of RMB1,090,525,000, borrowed from China Merchants Bank expiring on 12 July 2027; the principal of RMB635,000,000, borrowed from China Construction Bank, Industrial Bank, Bank of Communications syndicate; the principal of RMB270,000,000, borrowed from Industrial Bank Co., Ltd. expiring on 26 December 2028. The above-mentioned loans are mainly secured by substantial assets of Joyson Safety Systems and shares of Joyson Quin. APPENDIX I ACCOUNTANTS’ REPORT – I-83 – --- page 582 --- (ii) As at 31 December 2022, mortgage loans mainly include multiple long-term loans of RMB410,687,000, borrowed by the subsidiaries of the Group from China Construction Bank. The amount due within one year is RMB110,131,000. The loans mentioned above is mortgaged by real estate. As at 31 December 2023, mortgage loan mainly includes multiple long-term loan principal of RMB300,000,000, borrowed from the Bank of China; multiple long-term loan principal from China Construction Bank totalling RMB556,220,000; the principal of RMB450,000,000, borrowed from The Export-Import Bank of China; the principal of EUR20,000,000, borrowed from Unicredit Bank, equivalent to RMB157,184,000. The expire date is from 7 September 2024 to 31 December 2033 and the loans mentioned above is mortgaged by real estate. As at 31 December 2024, mortgage loan mainly includes multiple long-term loan principal of RMB261,221,000, borrowed from China Construction Bank with the expire date on 30 December 2029; long-term loan principal of EUR16,224,000 from Unicredit Bank, equivalent to RMB122,096,000 expiring from 30 September 2025 to 31 December 2028. The loans mentioned above is mortgaged by real estate. As at 30 April 2025, mortgage loan mainly includes multiple long-term loan principal of RMB261,221,000, borrowed from China Construction Bank with the expire date on 30 December 2029; long-term loan principal of EUR15,165,000, equivalent to RMB124,736,000 from Unicredit Bank, expiring from 30 September 2025 to 31 December 2028. The loans mentioned above is mortgaged by real estate. (iii) As at 31 December 2022, guaranteed loans mainly include multiple long-term loans of RMB1,282,145,000, borrowed by the subsidiaries of the Group from China Construction Bank; long-term loans of RMB264,340,000, borrowed from Agricultural Bank of China; long-term loans of RMB80,043,000, borrowed from The Export-Import Bank of China; and multiple long-term loans of RMB904,371,000, borrowed from Bank of China. The amount due within one year is RMB859,141,000 and other borrowings expire date is from 28 February 2024 to 15 December 2025. The loans are guaranteed by Josyon Group. As at 31 December 2023, guaranteed loans mainly include multiple long-term loans from China Construction Bank with a total principal of RMB1,250,000,000; long-term loans from Agricultural Bank of China with principal of RMB414,000,000; multiple long-term loan principal of RMB1,053,150,000 from the Bank of China; multiple long-term loans from Industrial Bank Co., Ltd. with a total principal of RMB267,400,000; long-term loan principal of RMB220,000,000 from China Merchants Bank. The expire date is from 28 February 2024 to 5 April 2028 and the above borrowings are guaranteed by Joyson Group. As at 31 December 2024, guaranteed loans mainly include multiple long-term loans from China Construction Bank with a total principal of RMB1,498,520,000; multiple long-term loan principal of RMB902,150,000 borrowed from Bank of China; long-term loan principal of RMB500,000,000 borrowed from Industrial Bank; long-term loan principal of RMB350,000,000 borrowed from the Export-Import Bank of China and multiple long-term loan principal of RMB333,950,000 borrowed from Agricultural Bank of China. The above borrowings are guaranteed by Joyson Group expiring from 19 May 2025 to 13 November 2027. As at 30 April 2025, guaranteed loans mainly include multiple long-term loans from China Construction Bank with a total principal of RMB1,792,176,000; multiple long-term loan principal of RMB1,214,283,000 borrowed from Agricultural Bank of China; multiple longterm loan principal of RMB500,000,000 borrowed from Industrial Bank; multiple longterm loan principal of RMB799,000,000 borrowed from the Export-Import Bank of China and multiple long-term loan principal of RMB900,000,000 borrowed from Bank of China; The above borrowings are guaranteed by Joyson Group expiring from 19 May 2025 to 24 March 2028. APPENDIX I ACCOUNTANTS’ REPORT – I-84 – --- page 583 --- (iv) As at 31 December 2022, unsecured loans mainly include several long-term loans of RMB1,206,981,000, borrowed from Industrial and Commercial Bank of China; long-term loans of RMB180,239,000, borrowed from Agricultural Bank of China; long-term loans of RMB140,903,000, borrowed from China Construction Bank; long-term loans of RMB449,549,000, borrowed from Postal Savings Bank of China; long-term loans of RMB302,870,000, borrowed from Bank of China; long-term loans of RMB261,478,000, borrowed from Industrial Bank Co., Ltd.; long-term loans of EUR100,136,000, equivalent to RMB743,303,000, borrowed from Commerzbank; and 7-year promissory notes of EUR16,625,000, equivalent to RMB123,404,000, 7-year promissory notes of EUR34,000,000, equivalent to RMB252,379,000, 10-year promissory notes of EUR4,042,000, equivalent to RMB30,005,000, borrowed from Bayerische Landesbank. The amount due within one year is RMB1,273,671,000 and other borrowings expire date is from 19 January 2024 to 28 June 2027. As at 31 December 2023, the unsecured loans mainly include multiple long-term loans from the Industrial and Commercial Bank of China with a total principal of RMB1,206,000,000; multiple long-term loans from the Agricultural Bank of China with a total principal of RMB170,000,000; multiple long-term loans from Postal Savings Bank of China with a total principal of RMB447,000,000; a long-term loan principal of RMB162,600,000 from China Merchants Bank; a long-term loan principal of EUR100,000,000 from Commerzbank, equivalent to RMB785,920,000. In addition, borrows a 7-year promissory note from the Bayerische Landesbank for EUR16,500,000, equivalent to RMB129,677,000; a 7-year promissory note for EUR34,000,000 from the Bayerische Landesbank, equivalent to RMB267,213,000. The expire date is from 19 January 2024 to 26 April 2028. As at 31 December 2024, the unsecured loans mainly include multiple long-term loans from the Export-Import Bank of China with a total principal of RMB1,322,422,000; mutiple long-term loans from Industrial and Commercial Bank of China with a total principal of RMB1,203,600,000; mutiple long-term loans from Agricultural Bank Of China with a total principal of RMB590,000,000; multiple long-term loans from Bank of China with a total principal of RMB578,500,000; multiple long-term loans from Postal Savings Bank of China with a total principal of RMB445,000,000; multiple long-term loans from Industrial Bank with a total principle of RMB260,000,000; multiple long-term loans from China Construction Bank with a total principle of RMB249,900,000; multiple long-term loans with a principle of RMB142,275,000 from China Merchants Bank and multiple long-term loans with a principal of EUR179,063,000 from Commerzbank, equivalent to RMB1,347,571,000. The expire date is from 18 January 2025 to 21 August 2034. As at 30 April 2025, the unsecured loans mainly include mutiple long-term loans from the Industrial and Commercial Bank of China with a total principal of RMB1,206,000,000; multiple long-term loans with a principal of EUR194,875,000, equivalent to RMB1,602,847,000 from Commerzbank; mutiple long-term loans from Export-Import Bank of China with a total principal of RMB1,238,753,000; multiple long-term loans from Bank of China with a total principal of RMB513,821,000; mutiple long-term loans from Agricultural Bank Of China with a total principal of RMB289,000,000; multiple long-term loans from China’s Industrial Bank with a total principal of RMB257,501,000; multiple long-term loans from China Construction Bank with a total principal of RMB247,597,000; multiple long-term loans from Postal Savings Bank of China with a total principal of RMB199,683,000; multiple long-term loans from Bank of China with a total principal of RMB513,821,000; The expire date is from 24 April 2025 to 21 October 2034. As at the end of each reporting period, the long-term bank loans were repayable as follows: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 After one year but within two years /H1118/H1118/H11183,858,589 2,952,859 8,197,504 6,634,665 After two years but within five years /H1118/H1118 8,308,594 8,562,310 5,449,973 6,987,581 After five years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300,556 444,839 1,537,949 1,192,615 12,467,739 11,960,008 15,185,426 14,814,861 APPENDIX I ACCOUNTANTS’ REPORT – I-85 – --- page 584 --- The Company The short-term loans and borrowings were as follows: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Pledged loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118433,055 252,820 – – Loans secured by mortgages /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 499,686 500,474 501,765 Guaranteed loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180,233 105,108 – 490,394 Unsecured short-term loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118923,078 1,051,925 800,771 800,641 Add: Current portion of long-term loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,817,070 1,810,779 1,215,350 1,296,701 Current portion of long-term debentures payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118523,443 – – – 3,876,879 3,720,318 2,516,595 3,089,501 The long-term loans and borrowings were as follows: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Pledged loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118263,787 265,160 – – Loans secured by mortgages /H1118/H1118/H1118/H1118/H1118/H1118/H1118110,131 1,001,037 – 20,055 Guaranteed loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,550,234 1,982,819 3,333,913 4,975,580 Unsecured long-term loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,837,827 1,824,390 2,240,958 1,696,675 Less: Current portion of long-term loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,840,513) (1,810,779) (1,215,350) (1,296,701) 2,921,466 3,262,627 4,359,521 5,395,609 As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 After one year but within two years /H1118/H1118/H11182,131,894 1,967,659 2,442,917 2,364,056 After two years but within five years /H1118/H1118 789,572 1,294,968 1,916,604 3,031,553 2,921,466 3,262,627 4,359,521 5,395,609 26 DEFINED BENEFIT PLANS As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Defined benefits plans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,097,687 1,210,280 1,108,255 1,185,530 The Group contributes to the following defined benefit retirement plans in overseas. The plans are administered by trustees, the majority of which are independent, with their assets held separately from those of the Group. The trustees are required by the Trust Deed to act in the best interest of the plan participants and are responsible for setting investment policies of the plans. APPENDIX I ACCOUNTANTS’ REPORT – I-86 – --- page 585 --- Certain retired employees were entitled to receive an annual pension payment upon retirement. The pension benefit obligations vary from different regions due to the different future salary increase rate, discount rate, mortality rate etc. Besides, the pension benefit obligations are also influenced by retirement age and plan assets the Group purchased. The plans expose the Group to actuarial risks, such as interest rate risk, investment risk and longevity risk. The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the statement of financial position for the respective plans: (i) The amounts recognised in the consolidated statement of financial position are as follows: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Present value of defined benefit obligations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,167,652 1,282,682 1,180,111 1,258,600 Fair value of plan assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(69,965) (72,402) (71,856) (73,070) Total defined benefits plans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,097,687 1,210,280 1,108,255 1,185,530 A portion of the above liability is expected to be settled after more than one year. However, it is not practicable to segregate this amount from the amounts payable in the next twelve months, as future contributions will also relate to future services rendered and future changes in actuarial assumptions and market conditions. Plan assets consist of government bonds, stocks, cash and deposits and insurance. (ii) Movements in the present value of the defined benefit obligation As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Balance as at1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,601,198 1,167,652 1,282,682 1,180,111 Included in profit or loss – Current service cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,761 34,529 32,393 7,054 – Gain on settlement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,414) (11,933) (15,437) (10,284) – Interest cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,179 37,723 33,988 5,291 Included in OCI – Actuarial (gain)/loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(403,926) 58,107 (50,533) (17,363) Other – Payments made /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(105,455) (48,959) (50,811) (7,044) – Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,309 45,563 (52,171) 100,835 Balance at the end of the year/period /H1118/H1118 1,167,652 1,282,682 1,180,111 1,258,600 The weighted average duration of the defined benefit obligation is 10 years. APPENDIX I ACCOUNTANTS’ REPORT – I-87 – --- page 586 --- (iii) Movements in plan assets As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Balance as at 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,235 69,965 72,402 71,856 Benefits paid by the plans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(65,653) (8,835) (3,889) – Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,207 3,318 3,210 1,080 Return on plan assets, excluding interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118137 6,715 1,462 – Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,039 1,239 (1,329) 134 Balance at the end of the year/period /H1118/H1118 69,965 72,402 71,856 73,070 (iv) Significant actuarial assumptions are as follows: As at 31 December As at 30 April 2022 2023 2024 2025 Discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.30%-7.90% 3.10%-6.12% 3.10%-5.70% 1.00%-5.40% Future salary increases /H1118/H1118/H1118/H11182.00%-9.00% 2.00%-9.00% 2.00%-9.00% 2.00%-8.00% Retirement benefits increases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 1.50%-2.00% 2.00%-2.20% 2.00%-2.20% 2.00%-2.20% 27 TRADE AND OTHER PAYABLES The Group As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,921,461 9,710,411 10,945,151 11,120,697 Accrual expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510,161 445,195 543,652 520,435 Sales discounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118472,459 503,460 646,185 908,022 Accrued payroll, welfare and bonus /H1118/H1118/H11181,205,880 1,441,458 1,600,075 1,680,607 Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118530,486 710,438 678,290 472,415 Dividends payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 900 15,615 377,448 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118763,846 730,441 786,460 798,942 Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,404,293 13,542,303 15,215,428 15,878,566 Claim liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248,652 231,230 185,909 191,954 Other long-term employee benefits payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118181,747 237,994 240,610 270,241 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889,184 53,510 21,161 34,590 Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118519,583 522,734 447,680 496,785 The Group As at 31 December 2022, 2023 and 2024 and 30 April 2025, there was no significant single item of accounts payable with ageing of more than one year. APPENDIX I ACCOUNTANTS’ REPORT – I-88 – --- page 587 --- The Company As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Trade payables due to the subsidiaries /H1118 5,064 10,019 5,481 10,168 Trade payables due to third parties /H1118/H1118/H1118 10,771 5,608 8,769 10,882 Other payables due to the subsidiaries /H1118 11,685 16,753 142,240 131,076 Accrued payroll, welfare and bonus /H1118/H1118/H1118 1,984 10,684 9,128 3,119 Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,973 14,992 17,139 8,774 Dividends payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 900 3,240 361,338 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118130,356 102,973 89,492 71,270 Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118172,833 161,929 275,489 596,627 Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,280 3,004 – – The Company The amounts due to subsidiaries or related parties are unsecured, non-interest bearing and repayable on demand. There was no significant single item of accounts payable with ageing of more than one year. 28 LEASE LIABILITIES As at 31 December 2022, 2023 and 2024 and 30 April 2025, the lease liabilities were repayable as follows: The Group As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118158,853 184,852 281,119 286,347 After 1 year but within 2 years /H1118/H1118/H1118/H1118/H1118/H1118136,675 149,510 263,217 258,778 After 2 years but within 5 years /H1118/H1118/H1118/H1118/H1118206,005 338,963 517,109 457,474 After 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118460,602 301,098 344,762 250,036 Less: total future interest expenses /H1118/H1118/H1118(181,990) (222,099) (437,712) (232,901) Present value of lease liabilities /H1118/H1118/H1118/H1118/H1118780,145 752,324 968,495 1,019,734 29 EQUITY SETTLED SHARE-BASED TRANSACTIONS (a) Joyson Electronics Employee Stock Ownership Plan Upon the approval of the 16th meeting of the 10th Board of Director of the Company on 14 October 2021 and 2nd extraordinary shareholders’ meeting of 2021 on 1 November 2021, the Company launched the 2021 Joyson Employee Stock Ownership Plan (hereinafter referred to as “ESOP”), through which the qualified employees were granted the right to indirectly hold the 9,000,000 treasury shares of the Company at a price of RMB9.5 per share. The share will be vested in three batches in a 41 months period subject to the fulfillment of the KPI of the Company. APPENDIX I ACCOUNTANTS’ REPORT – I-89 – --- page 588 --- The number of ESOP are as follows: As at 31 December As at 30 April 2022 2023 2024 2025 ’000 ’000 ’000 ’000 At the beginning of the year/period /H1118/H1118/H1118 9,000 8,600 9,000 3,480 Forfeited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(400) (1,200) (300) – Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,600 – – V ested /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (5,220) – At the end of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H11188,600 9,000 3,480 3,480 (b) Ningbo Joynext Technology Corp. Employee Stock Ownership Plan On 24 December 2020, Ningbo Joynext Technology Corp. (hereinafter referred to as “Ningbo Joynext”), subsidiary of the Company, launched the ESOP by establishing two employee shareholding platforms, Ningbo Junying Enterprise Management Consulting Partnership (Limited Partnership) (“Ningbo Junying”) and Ningbo Junxing Enterprise Management Consulting Partnership Enterprise (Limited Partnership) (“Ningbo Junxing”), and 16 employees (consist of directors, senior management and key technical employees) of the Company, Joynext and its subsidiaries were granted the right to indirectly hold the share of Joynext at a price of RMB1.74 per share through the two shareholding platforms. The total number of shares granted is 24.43 million. The shares will be vested in two batches, 25% of the share will be unlocked directly from the grant date; and the remaining 75% will be unlocked in three years since the grant date. As of 31 December 2022, the total number of outstanding shares held by Ningbo Junying and Ningbo Junxing was 19,717,500. During the year ended 31 December 2023, the Company purchased all outstanding shares of Joynext from Ningbo Junying and Ningbo Junxing thus as of 31 December 2023 and 2024, no share was held by these two employee shareholding platforms. 30 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AND STATEMENTS OF FINANCIAL POSITION OF THE COMPANY (a) Current taxation in the consolidated statements of financial position represents: The Group As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 At the beginning of the year/period /H1118/H1118/H1118269,876 229,778 265,327 234,931 Provisions for income tax for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118391,365 526,852 610,653 230,114 Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(431,463) (491,303) (641,049) (246,198) At the end of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118229,778 265,327 234,931 218,847 APPENDIX I ACCOUNTANTS’ REPORT – I-90 – --- page 589 --- (b) Deferred tax assets and liabilities recognised (i) Movement of each component of deferred tax assets and liabilities The Group The components of deferred tax assets/(liabilities) recognised in the consolidated statements of financial position and the movements for the years ended 2022, 2023 and 2024 and four months ended 30 April 2025 are as follows: Deferred tax assets/ (liabilities) arising from: Unused tax losses Right-of-use assets Lease liabilities Impairment losses Depreciation and amortisation Accruals and provisions Derivatives Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 1 January 2022 /H1118/H1118/H1118494,291 – – 188,731 (664,212) 790,931 – (178,775) 630,966 Credited/(charged) to profit or loss /H1118/H1118/H1118/H1118216,596 – – (20,718) (22,795) 2,125 – (30,722) 144,486 Charged to reserve /H1118/H1118/H1118 ––––– (59,896) (79,159) – (139,055) Exchange adjustments /H1118/H1118 19,480 – – 11,003 (16,405) 43,974 (716) (16,221) 41,115 At 31 December 2022 and 1 January 2023 /H1118/H1118 730,367 – – 179,016 (703,412) 777,134 (79,875) (225,718) 677,512 Credited/(charged) to profit or loss /H1118/H1118/H1118/H1118(70,310) (181,574) 191,640 (46,697) 31,761 (88,214) – 173,578 10,184 Credited to reserve /H1118/H1118/H1118 ––––– 6,737 35,466 – 42,203 Exchange adjustments /H1118/H1118 18,251 (7,728) 8,197 3,597 (14,589) 22,629 (5,967) (428) 23,962 At 31 December 2023 and 1 January 2024 /H1118/H1118 678,308 (189,302) 199,837 135,916 (686,240) 718,286 (50,376) (52,568) 753,861 (Charged)/credited to profit or loss /H1118/H1118/H1118/H1118(22,479) (10,054) 19,110 23,053 (126,728) 55,452 – (10,223) (71,869) (Charged)/credited to reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (10,611) 28,238 – 17,627 Acquisitions through business combinations /H1118/H1118/H1118/H111861,440 (44,527) 44,979 8,203 (212,248) 130,606 (672) (4,405) (16,624) Exchange adjustments /H1118/H1118 (13,624) 3,817 (6,735) (15,937) 19,353 (25,086) (1,375) 6,853 (32,734) At 31 December 2024 and 1 January 2025 /H1118/H1118 703,645 (240,066) 257,191 151,235 (1,005,863) 868,647 (24,185) (60,343) 650,261 (Charged)/credited to profit or loss /H1118/H1118/H1118/H111864,622 (92,222) 24,251 77,430 7,739 (66,291) – 8,883 24,412 Credited/(charged) to reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (5,496) 7,204 – 1,708 Exchange adjustments /H1118/H1118 14,830 65,390 4,110 (70,891) (27,964) 15,729 (5,047) (1,219) (5,062) At 30 April 2025 /H1118/H1118/H1118/H1118783,097 (266,898) 285,552 157,774 (1,026,088) 812,589 (22,028) (52,679) 671,319 APPENDIX I ACCOUNTANTS’ REPORT – I-91 – --- page 590 --- The components of deferred tax assets/(liabilities) recognised in the statements of financial position and the movements for the years ended 2022, 2023 and 2024 and four months ended 30 April 2025 are as follows: The Company Deferred tax assets/(liabilities) arising from: Unused tax losses Accruals and provisions Total RMB’000 RMB’000 RMB’000 At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1 01 0 Credited to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,608 – 60,608 At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H111860,608 10 60,618 Charged to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,326) (10) (12,336) At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H111848,282 – 48,282 Charged to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26,646) – (26,646) At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H111821,636 – 21,636 Charged to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,893) – (6,893) At 30 April 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,743 – 14,743 (ii) Reconciliation to the consolidated statements of financial position The Group As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Net deferred tax assets in the consolidated statement of financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,042,547 1,185,982 1,317,538 1,399,256 Net deferred tax liabilities in the consolidated statement of financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(365,035) (432,121) (667,277) (727,937) 677,512 753,861 650,261 671,319 Reconciliation to the statements of financial position The Company As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Net deferred tax assets in the statements of financial position /H1118/H1118/H1118/H111860,618 48,282 21,636 14,743 APPENDIX I ACCOUNTANTS’ REPORT – I-92 – --- page 591 --- (c) Deferred tax assets not recognised The Group has not recognized deferred tax assets in respect of the items below, which were incurred by certain subsidiaries that were not likely to generate taxable: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Deductible temporary differences /H1118/H1118/H1118/H1118555,120 625,263 933,376 821,770 Deductible tax losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,626,042 4,461,332 5,760,128 5,909,005 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,181,162 5,086,595 6,693,504 6,730,775 The expiration information of the Group’s unrecognised deferred tax assets in respect of cumulative tax losses is set out below: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 2026 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,982 37,982 37,982 37,982 2027 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,225 126,225 131,061 88,736 2028 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118119,457 118,641 131,245 115,583 2029 and thereafter /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,342,378 4,178,484 5,459,840 5,666,704 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,626,042 4,461,332 5,760,128 5,909,005 31 DEFERRED INCOME As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 At the beginning of the year/period /H1118/H1118/H1118 92,692 102,952 101,280 151,418 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,024 43,489 82,819 18,233 Credited to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(33,764) (41,983) (43,792) (16,780) Business Combination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 15,051 – Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,178) (3,940) 9,458 At the end of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118102,952 101,280 151,418 162,329 Deferred income mainly represents government grants relating to construction of property, plant and equipment, which are recognised as income on a straight-line basis over the expected useful life of relevant assets. APPENDIX I ACCOUNTANTS’ REPORT – I-93 – --- page 592 --- 32 PROVISIONS Product Warranties and claims Restructuring Provision Unfavourable Customer Contract Environmental Recovery Obligations Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118823,749 135,158 114,055 26,721 1,099,683 Additional provisions made /H1118/H1118 412,407 233,102 – 1,002 646,511 Provisions utilised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(610,053) (252,459) (101,854) (6,089) (970,455) Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H111857,059 (42,474) (2,356) 1,909 14,138 At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118683,162 73,327 9,845 23,543 789,877 Less: current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(410,580) (50,730) – – (461,310) Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118272,582 22,597 9,845 23,543 328,567 At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118683,162 73,327 9,845 23,543 789,877 Additional provisions made /H1118/H1118 352,322 239,672 – 550 592,544 Provisions utilised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(460,693) (221,380) (9,845) (6,379) (698,297) Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H111810,586 (21,250) – 16 (10,648) At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118585,377 70,369 – 17,730 673,476 Less: current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(318,797) (70,369) – – (389,166) Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118266,580 – – 17,730 284,310 At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118585,377 70,369 – 17,730 673,476 Acquisitions through business combinations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,041 – – – 17,041 Additional provisions made /H1118/H1118 291,386 621,371 – 13 912,770 Provisions utilised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(315,118) (256,030) – (8,039) (579,187) Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118(12,924) (9,202) – (318) (22,444) At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118565,762 426,508 – 9,386 1,001,656 Less: current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(325,830) (426,508) – – (752,338) Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239,932 – – 9,386 249,318 At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118565,762 426,508 – 9,386 1,001,656 Additional provisions made /H1118/H1118 94,602 76,473 – (229) 170,846 Provisions utilised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(85,273) (284,695) – – (369,968) Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118(1,100) 10,021 – 454 9,375 At 30 April 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118573,991 228,307 – 9,611 811,909 Less: current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(327,588) (228,307) – – (555,895) Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118246,403 – – 9,611 256,014 Product Warranties and claims Under the terms of the Group’s sales agreements, the Group is responsible for product defects. When a product quality claim is received from the OEM, management assesses if a provision should be set up should the future economic outflow is probable, considering various factors such as whether or not a recall has been initiated, product defects are verifiable or litigation is initiated by the OEM etc. Restructuring Provisions A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity. APPENDIX I ACCOUNTANTS’ REPORT – I-94 – --- page 593 --- Unfavourable Customer Contract Present obligations arising under unfavorable customer contracts represent the contingent liability acquired in the business combination of Takata related Business, which is recognised in the acquisition accounting when it is a present obligation and its fair value can be measured reliably. An unfavorable customer contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract. Environmental Recovery Obligations The environmental recovery obligation is mainly for the Group’s certain plants in the U.S. undertake the activities to recover pollution and damage to the local environment caused by daily production and operation activities in accordance with local laws and regulations. 33 CAPITAL, RESERVES AND DIVIDENDS (a) Movements in components of equity The reconciliation between the opening and closing balances of each component of the Group’s consolidated equity is set out in the consolidated statements of changes in equity. Details of the changes in the Company’s individual components of equity between the beginning and the end of the year are set out below: Share capital Treasury shares Share premium PRC Statutory reserve Share- based payment reserve Other reserve Retained earnings Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Balance at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,368,085 (225,264) 11,769,229 107,662 6,109 (9,068) 199,362 13,216,115 Profit for the year /H1118/H1118/H1118/H1118/H1118–––––– 160,990 160,990 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 6,916 – 6,916 Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 6,916 160,990 167,906 Equity settled share-based transactions /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 21,178 – – 21,178 Appropriation to statutory reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 16,099 – – (16,099) – Balance at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,368,085 (225,264) 11,769,229 123,761 27,287 (2,152) 344,253 13,405,199 Balance at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,368,085 (225,264) 11,769,229 123,761 27,287 (2,152) 344,253 13,405,199 Profit for the year /H1118/H1118/H1118/H1118/H1118–––––– 385,379 385,379 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 7,073 – 7,073 Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 7,073 385,379 392,452 Issue of ordinary shares /H1118/H111840,617 – 314,35 5–––– 354,972 Equity settled share-based transactions /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 16,318 – – 16,318 Appropriation to statutory reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 38,538 – – (38,538) – Profit distribution /H1118/H1118/H1118/H1118/H1118–––––– (136,808) (136,808) Balance at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 (225,264) 12,083,584 162,299 43,605 4,921 554,286 14,032,133 APPENDIX I ACCOUNTANTS’ REPORT – I-95 – --- page 594 --- Share capital Treasury shares Share premium PRC Statutory reserve Share- based payment reserve Other reserve Retained earnings Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Balance at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 (225,264) 12,083,584 162,299 43,605 4,921 554,286 14,032,133 Profit for the year /H1118/H1118/H1118/H1118/H1118–––––– 367,976 367,976 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (17,444) – (17,444) Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (17,444) 367,976 350,532 Repurchase of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (194,109) ––––– (194,109) Equity settled share-based transactions /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 23,110 – – 23,110 Appropriation to statutory reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 36,798 – – (36,798) – Profit distribution /H1118/H1118/H1118/H1118/H1118–––––– (365,547) (365,547) Balance at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 (419,373) 12,083,584 199,097 66,715 (12,523) 519,917 13,846,119 (Unaudited) Balance at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 (225,264) 12,083,584 162,299 43,605 4,921 554,286 14,032,133 Profit for the period /H1118/H1118/H1118/H1118–––––– 360,294 360,294 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (1,226) – (1,226) Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (1,226) 360,294 359,068 Repurchase of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (26,549) ––––– (26,549) Equity settled share-based transactions /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 4,275 – – 4,275 Balance at 30 April 2024 /H11181,408,702 (251,813) 12,083,584 162,299 47,880 3,695 914,580 14,368,927 Balance at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 (419,373) 12,083,584 199,097 66,715 (12,523) 519,917 13,846,119 Profit for the period /H1118/H1118/H1118/H1118–––––– 29,865 29,865 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––––– Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 29,865 29,865 Repurchase of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (190,435) ––––– (190,435) Equity settled share-based transactions /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 67,579 – – (38,013) – – 29,566 Profit distribution /H1118/H1118/H1118/H1118/H1118–––––– (360,042) (360,042) Balance at 30 April 2025 /H11181,408,702 (542,229) 12,083,584 199,097 28,702 (12,523) 189,740 13,355,073 APPENDIX I ACCOUNTANTS’ REPORT – I-96 – --- page 595 --- (b) Dividends The Company declared dividends of RMB136,808,000 and RMB365,547,000 in respect of the years ended 31 December 2022 and 2023, and paid RMB135,908,000 and RMB363,207,000 respectively to its shareholders. On 27 March 2025, the Board of Directors of the Company proposed to distribute a final cash dividend in respect of the year ended 31 December 2024 of RMB2.6 per 10 ordinary share (tax inclusive). The proposal was approved by the shareholders at the annual general meeting of 2024 on 22 April 2025. In May 2025, the Company paid RMB360,042,000 to its shareholders. (c) Issued share capital As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Ordinary shares of RMB1 each, issued and fully paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,368,085 1,408,702 1,408,702 1,408,702 On July 15, 2023, as approved by the shareholders of the Company and CSRC, the Company completed a non-public placement of new A shares. The Company issued a total of 40,617,000 new A-share to Joyson Group and raised funding of approximately RMB365,146,000 through the issuance. Netting off the transaction cost, the Company received a total of RMB354,972,000. Per the non-public placement, the Group recognized share capital of RMB40,617,000 and capital reserve of RMB314,355,000. (d) Treasury shares During the year ended 31 December 2024, the Company repurchased 12,664,015 treasury shares amounting to approximately RMB194,109,754. During the four months ended 30 April 2025, the Company further repurchased 11,261,080 treasury shares amounting to approximately RMB190,435,243. As at 30 April 2025, these shares had not been cancelled. The balances as of 30 April 2025 included the value of the 23,925,095 treasury shares to be cancelled and the value of 6,300,000 treasury shares granted to the 2021 Joyson Employee Stock Ownership Plan. (e) Nature and purposes of reserves (i) Share premium The share premium represents the excess of capital injections made by the equity shareholders over the par value of the shares issued. (ii) PRC statutory reserve According to the PRC Company Law, the Company’s PRC subsidiaries are required to transfer 10% of their profit after taxation, as determined under the PRC accounting regulations, to statutory reserve until the reserve balance reaches 50% of the registered capital. For the purpose of calculating the transfer to reserve, the profit after taxation shall be the amount determined based on the statutory financial statements prepared in accordance with PRC accounting standards. The transfer to this reserve must be made before distribution of dividend to shareholders. Statutory reserve fund can be used to cover previous years’ losses, if any, and may be converted into share capital by the issue of new shares to shareholders in proportion to their existing shareholdings or by increasing the par value of the shares currently held by them, provided that the balance after such issue is not less than 25% of the registered capital. APPENDIX I ACCOUNTANTS’ REPORT – I-97 – --- page 596 --- (iii) Share-based payment reserve The share-based payment reserve represents the portion of the grant date fair value of the restricted shares of the Company, granted to the employees of the Group that has been recognized in accordance with the accounting policy adopted for share-based payments in Note 2(u)(iii). (iv) Other reserve Other reserve mainly includes: a) hedging reserve which comprises the effective portion of the cumulative net change in the fair value of hedging instruments used in cash flow hedges pending subsequent recognition of the hedged cash flow in accordance with the accounting policy adopted for cash flow hedges in Note 2(h)(i), as well as the effective portion of the cumulative changes in the value of the hedging instruments used in CNY net investment hedges in accordance with the accounting policy adopted for net investment hedges in Note 2(h)(ii); b) fair value reserve which comprises remeasurements arising from defined benefit retirement plans obligations including comprise actuarial gains and losses, the return on plan assets (excluding amounts included in net interest on the net defined benefit liability (asset)) and any change in the effect of the asset ceiling (excluding amounts included in net interest on the net defined benefit liability (asset)). The reserve is dealt with in accordance with the accounting policies set out in Note 2(u); c) exchange reserve which comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations; and d) reserve arising from transactions with non-controlling interest in Note 38(b). (f) Capital management The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, by pricing products and services commensurately with the level of risk and by securing access to finance at a reasonable cost. The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher shareholder returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position, and makes adjustments to the capital structure in light of changes in economic conditions. The Group’s overall strategy remains unchanged throughout the years ended 31 December 2022, 2023 and 2024 and four months ended 30 April 2025. The Group monitors its capital structure with reference to its debt position. The Group’s strategy is to maintain the equity and debt in a balanced position and ensure there are adequate working capital to service its debt obligations. The Group’s debt to asset ratio, being the Group’s total liabilities over its total assets, as at 31 December 2022, 2023 and 2024 and 30 April 2025 was 67.3%, 66.4%, 69.1% and 70.0%, respectively. 34 FINANCIAL RISK MANAGEMENT AND FAIR V ALUES OF FINANCIAL INSTRUMENTS Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s business. The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to manage these risks are described below. (a) Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group’s credit risk is primarily attributable to accounts receivable, contract assets or other financial assets including the risk that receivables will be collected late or not at all if a customer or another APPENDIX I ACCOUNTANTS’ REPORT – I-98 – --- page 597 --- contractual party does not fulfill its contractual obligations. The Group’s exposure to credit risk arising from cash and restricted bank deposits and bills receivable is limited because the counterparties are banks and financial institutions with high credit standing, for which the Group considers to have low credit risk. The Group does not provide any guarantees which would expose the Group to credit risk. Trade receivables The Group has established a credit risk management policy under which individual credit evaluations are performed on all customers requiring credit over a certain amount. These evaluations focus on the customer’s past history of making payments when due and current ability to pay, and take into account information specific to the customer as well as pertaining to the economic environment in which the customer operates. Trade receivables are due within 30 to 90 days from the date of revenue recognition. Normally, the Group does not obtain collateral from customers. The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer rather than the industry or country in which the customers operate and therefore significant concentrations of credit risk primarily arise when the Group has significant exposure to individual customers. As at 31 December 2022, 2023 and 2024 and 30 April 2025, 13.7%, 15.7% and 16.5% and 16.61% of the total trade receivables was due from the Group’s largest customer respectively, and 32.6%, 27.1% and 28.0% and 28.4% of the total trade receivables, respectively, was due from the Group’s five largest customers. The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs, which is assessed for impairment both on an individual basis and on a collective group basis based on different credit risk characteristics. For collective group basis, as there are two different customer segments which have different loss patterns, the Group measures loss allowances of the three different customer segments separately. Trade receivables are categorised as follows for assessment purpose:  Grou p 1 — individual: receivables from the counterparties with significant financial difficulty  Grou p 2 — collective: other trade receivables from automotive components customer  Grou p 3 — collective: other trade receivables from weighing apparatus customer As at 31 December 2022, 2023 and 2024 and 30 April 2025, the gross carrying amount of trade receivables in these categories are as follows: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Group 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,756 63,366 81,895 73,089 Group 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,679,560 8,123,412 8,661,955 9,141,647 Group 3 (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 87,093 83,265 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,736,316 8,186,778 8,830,943 9,298,001 Note: Weighing apparatus customer base is the new customer base, arising from the combination of Senssun at 18 December 2024. The trade receivables from weighing apparatus customers were measured at fair value at the acquisition date. APPENDIX I ACCOUNTANTS’ REPORT – I-99 – --- page 598 --- The loss allowance of Group 2 as at 31 December 2022, 2023 and 2024 and 30 April 2025 was determined as follows: As at 31 December 2022 Expected loss rate Gross carrying amount Loss allowance % RMB’000 RMB’000 Current (not past due) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.08% 6,558,785 5,292 Within 1 year past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.65% 1,009,839 57,008 More than 1 year but within 2 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819.70% 108,635 21,396 More than 2 years but within 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830.22% 460 139 More than 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899.52% 1,841 1,832 7,679,560 85,667 As at 31 December 2023 Expected loss rate Gross carrying amount Loss allowance % RMB’000 RMB’000 Current (not past due) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.66% 7,203,792 47,841 Within 1 year past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.60% 737,184 26,515 More than 1 year but within 2 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817.06% 177,055 30,197 More than 2 years but within 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830.95% 4,883 1,511 More than 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899.40% 498 495 8,123,412 106,559 As at 31 December 2024 Expected loss rate Gross carrying amount Loss allowance % RMB’000 RMB’000 Current (not past due) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.33% 7,755,030 25,973 Within 1 year past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.78% 835,405 39,938 More than 1 year but within 2 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826.91% 64,184 17,269 More than 2 years but within 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830.36% 6,923 2,102 More than 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896.89% 413 400 8,661,955 85,682 APPENDIX I ACCOUNTANTS’ REPORT – I-100 – --- page 599 --- As at 30 April 2025 Expected loss rate Gross carrying amount Loss allowance % RMB’000 RMB’000 Current (not past due) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.32% 7,980,075 25,492 Within 1 year past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.80% 1,108,098 53,196 More than 1 year but within 2 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826.06% 43,131 11,239 More than 2 years but within 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831.29% 8,222 2,573 More than 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897.93% 2,121 2,077 9,141,647 94,577 Expected loss rates are based on actual loss experience over the past 3 years. These rates are adjusted to reflect differences between economic conditions during the period over which the historic data has been collected, current conditions and the Group’s view of economic conditions over the expected lives of the receivables. Movement in the loss allowance account in respect of trade receivables for the years ended 2022, 2023 and 2024 and four months ended 30 April 2025 is as follows: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 At the beginning of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118164,567 135,431 154,717 152,703 Amounts written off /H1118/H1118/H1118/H1118/H1118/H1118(19,287) (18,514) (57,649) (4,142) Impairment losses recognised /H1118 – 34,445 55,681 17,167 Impairment losses reversed /H1118/H1118 (8,838) – (22,930) (1,870) Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,011) 3,355 22,884 (15,398) At the end of the year/period /H1118 135,431 154,717 152,703 148,460 (b) Liquidity risk Individual operating entities within the Group are responsible for their own cash management, including the short-term investment of cash surpluses and the raising of loans to cover expected cash demands, subject to approval by the parent Company’s board when the borrowings exceed certain predetermined levels of authority. The Group’s policy is to regularly monitor its liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient reserves of cash and readily realisable marketable securities and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term. APPENDIX I ACCOUNTANTS’ REPORT – I-101 – --- page 600 --- The following tables show the remaining contractual maturities at the end of each reporting period of the Group’s financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contracted rates or, if floating, based on rates current as at 31 December 2022, 2023 and 2024 and 30 April 2025) and the earliest date the Group can be required to pay. As at 31 December 2022 Within 1 year or on demand More than 1 year but less than 2 years More than 2 years but less than 5 years More than 5 years Total Carrying amount RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Loans and borrowings /H1118/H11187,634,521 3,768,239 8,999,597 328,625 20,730,982 19,436,785 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,427,524 281,567 280,859 – 12,989,950 12,923,876 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118158,853 136,675 206,005 460,602 962,135 780,145 Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 3 9––– 3 3 9 3 3 9 20,221,237 4,186,481 9,486,461 789,227 34,683,406 33,141,145 As at 31 December 2023 Within 1 year or on demand More than 1 year but less than 2 years More than 2 years but less than 5 years More than 5 years Total Carrying amount RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Loans and borrowings /H1118/H11187,634,977 3,591,761 9,889,987 320,186 21,436,911 19,598,536 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,571,908 334,081 212,481 – 14,118,470 14,065,037 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118184,852 149,510 338,963 301,098 974,423 752,324 Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,67 1––– 3,671 3,671 21,395,408 4,075,352 10,441,431 621,284 36,533,475 34,419,568 As at 31 December 2024 Within 1 year or on demand More than 1 year but less than 2 years More than 2 years but less than 5 years More than 5 years Total Carrying amount RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Loans and borrowings /H1118/H11188,721,598 8,692,022 5,735,141 984,493 24,133,254 23,681,283 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,215,428 447,680 – – 15,663,108 15,663,108 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118281,119 263,217 517,109 344,762 1,406,207 968,495 Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,146 – – – 16,146 16,146 24,234,291 9,402,919 6,252,250 1,329,255 41,218,715 40,329,032 APPENDIX I ACCOUNTANTS’ REPORT – I-102 – --- page 601 --- As at 30 April 2025 Within 1 year or on demand More than 1 year but less than 2 years More than 2 years but less than 5 years More than 5 years Total Carrying amount RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Loans and borrowings /H1118/H11188,711,577 9,273,264 6,651,298 1,240,005 25,876,144 25,561,717 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,168,566 496,785 – – 16,665,351 16,665,351 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118286,347 258,778 457,474 250,036 1,252,635 1,019,734 Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,744 – – – 32,744 32,744 25,199,234 10,028,827 7,108,772 1,490,041 43,826,874 43,279,546 (c) Interest rate risk Interest-bearing financial instruments at variable rates and at fixed rates expose the Group to fair value interest risk and cash flow interest rate risk, respectively. The Group determines the appropriate weightings of the fixed and floating rate interest-bearing instruments based on the current market conditions and performs regular reviews and monitoring to achieve an appropriate mix of fixed and floating rate exposure. The fair value interest rate risk and cash flow interest rate risk that the Group exposed to are not significant. (i) Interest rate profile The following table details the interest rate profile of the Group’s bank loans and lease liabilities as at 31 December 2022, 2023 and 2024 and 30 April 2025: As at 31 December 2022 As at 31 December 2023 As at 31 December 2024 As at 30 April 2025 Effective interest rates Amount Effective interest rates Amount Effective interest rates Amount Effective interest rates Amount % RMB’000 % RMB’000 % RMB’000 % RMB’000 Fixed rate instruments: Cash at bank /H1118/H1118/H1118/H1118/H1118/H11180.00%-3.85% 1,575,028 0.00%-3.45% 581,071 0.0%-3.50% 938,791 0.00%-7.00% 1,162,596 Trade and other receivables — Compensation receivables /H1118/H1118/H1118/H1118/H11185.21% 264,948 5.21% 173,101 5.21% 116,121 5.21% 131,095 Trade and other payables — Long-term quality claims payable /H1118/H1118/H1118/H11188.12% (282,156) 8.12% (265,288) 8.12% (289,899) 8.12% (289,899) Debentures payable /H1118/H1118/H1118 6.00% (523,443) – – – – – – Lease liabilities /H1118/H1118/H1118/H11181.49%-8.34% (780,145) 1.49%-8.34% (752,324) 1.90%-6.35% (968,495) 1.90%-6.35% (1,019,734) Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 254,232 (263,440) (203,482) (15,942)------- ------- ------- ------ Variable rate instruments: Cash at bank /H1118/H1118/H1118/H1118/H1118/H11180.00%-2.75% 3,829,918 0.00%-2.75% 4,595,237 0.00%-2.75% 5,910,171 0.00%-1.30% 5,349,336 Bank loans and overdrafts /H1118/H1118/H1118/H1118/H1118/H11180.46%-5.75% (3,007,586) 0.46%-9.28% (4,243,703) 2.60%-7.90% (4,963,803) 1.65%-5.65% (5,942,646) Interest-bearing borrowings /H1118/H1118/H1118/H1118/H11180.75%-7.88% (15,905,756) 1.15%-9.07% (15,354,833) 1.20%-7.38% (18,717,479) 1.15%-7.00% (19,619,071) Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 (15,083,424) (15,003,299) (17,771,111) (20,212,381)------- ------- ------- ------ Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,829,192) (15,266,739) (17,974,593) (20,228,323) APPENDIX I ACCOUNTANTS’ REPORT – I-103 – --- page 602 --- (ii) Sensitivity analysis At 31 December 2022, 2023 and 2024 and 30 April 2025, it is estimated that a general increase/decrease of 100 basis points in interest rates, with all other variable held constant, would have decreased/increased the Group’s profit after tax and retained profits by approximately RMB113,126,000, RMB112,525,000, RMB133,283,000 and RMB50,531,000, in response to the general increase/decrease in interest rates. The sensitivity analysis above indicates the instantaneous change in the Group’s profit after tax and retained profits that would arise assuming that the change in interest rates had occurred at the end of each reporting period and had been applied to re-measure those financial instruments held by the Group which expose the Group to fair value interest rate risk at the end of each reporting period. In respect of the exposure to cash flow interest rate risk arising from floating rate non-derivative instruments held by the Group at the end of each reporting period, the impact on the Group’s profit after tax and retained profits is estimated as an annualised impact on interest expense or income of such a change in interest rates. (d) Currency risk In respect of cash at bank and on hand, accounts receivable and payable, short-term loans and long-term loans denominated in foreign currencies other than the functional currency, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates and doing hedging when necessary to address short-term imbalances. (i) Exposure to currency risk The summary quantitative data about the Group’s exposure to currency risk as reported to the management of the Group is as follows. The exposure arising from the secured bank loan that is designated as a hedge of the Group’s net investment in its subsidiaries is excluded. Exposure to foreign currencies (expressed in RMB’000) 31 December 2022 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cash and cash equivalents Trade and other receivables Interest- bearing loans and borrowings Derivative financial instruments Trade and other payables Net exposure – US Dollar (USD) /H1118/H1118/H1118236,992 1,749,720 1,024,995 – 2,006,354 (1,044,637) – Euro (EUR) /H1118/H1118/H1118/H1118/H1118/H1118211,624 540,903 162,178 – 997,889 (407,540) – New Lei (RON) /H1118/H1118/H1118/H11183,882 16,674 – – 78,404 (57,848) – Peso (MXN) /H1118/H1118/H1118/H1118/H1118/H111825,562 38,245 – – 71,881 (8,074) – Y en (JPY) /H1118/H1118/H1118/H1118/H1118/H1118/H11187,268 11,575 – – 132,743 (113,900) – Baht (THB) /H1118/H1118/H1118/H1118/H1118/H11181 3,658 – – 5,288 (1,629) – Pound (GBP) /H1118/H1118/H1118/H1118/H1118/H1118184 10 – – 4,795 (4,601) – Won (KRW) /H1118/H1118/H1118/H1118/H1118/H1118113 5,841 – – 4,098 1,856 – Russian (RUB) /H1118/H1118/H1118/H1118– 4 4 3––– 4 4 3 – Poland (PLN) /H1118/H1118/H1118/H1118/H111836,03 65–– 8,633 27,408 – Hungarian (HUF) /H1118/H1118/H11187,097 7 2––– 7,169 – Uruguay (UYU) /H1118/H1118/H1118/H11185––– 3 8 (33) – Swedish (SEK) /H1118/H1118/H1118/H11182 2 4––– 4 8 9 (265) – Switzerland (CHF) /H1118/H1118 –––– 2,175 (2,175) – Czech (CZK) /H1118/H1118/H1118/H1118/H1118/H1118–––– 4 3 7 (437) APPENDIX I ACCOUNTANTS’ REPORT – I-104 – --- page 603 --- Exposure to foreign currencies (expressed in RMB’000) 31 December 2023 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cash and cash equivalents Trade and other receivables Interest- bearing loans and borrowings Derivative financial instruments Trade and other payables Net exposure – US Dollar (USD) /H1118/H1118/H1118409,707 2,334,729 1,696,428 41,788 1,663,205 (656,985) – Euro (EUR) /H1118/H1118/H1118/H1118/H1118/H1118289,189 219,678 185,446 – 147,924 175,497 – New Lei (RON) /H1118/H1118/H1118/H111858,477 69,422 – – 93,741 34,158 – Peso (MXN) /H1118/H1118/H1118/H1118/H1118/H111820,114 15,945 – – 70,669 (34,610) – Y en (JPY) /H1118/H1118/H1118/H1118/H1118/H1118/H11186,940 3,333 – – 107,427 (97,154) – Baht (THB) /H1118/H1118/H1118/H1118/H1118/H1118– 6,991 – – 6,221 770 – Pound (GBP) /H1118/H1118/H1118/H1118/H1118/H1118939 11 – – 1,965 (1,015) – Won (KRW) /H1118/H1118/H1118/H1118/H1118/H1118295 14,914 – – 1,121 14,088 – Poland (PLN) /H1118/H1118/H1118/H1118/H111885,302 12 – – 6,207 79,107 – Hungarian (HUF) /H1118/H1118/H11189,043 32 4––– 9,367 – Uruguay (UYU) /H1118/H1118/H1118/H11185 9 2––– 1,449 (857) – Swedish (SEK) /H1118/H1118/H1118/H11185 6 5––– 1 0 2 4 6 3 – Switzerland (CHF) /H1118/H1118 –––– 2,878 (2,878) – Czech (CZK) /H1118/H1118/H1118/H1118/H1118/H1118–––– 6 0 2 (602) Exposure to foreign currencies (expressed in RMB’000) 31 December 2024 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cash and cash equivalents Trade and other receivables Interest- bearing loans and borrowings Derivative financial instruments Trade and other payables Net exposure – US Dollar (USD) /H1118/H1118/H1118697,709 3,098,187 1,237,410 – 2,790,687 (232,201) – Euro (EUR) /H1118/H1118/H1118/H1118/H1118/H1118160,041 529,322 10,355 – 1,046,477 (367,469) – New Lei (RON) /H1118/H1118/H1118/H1118217,822 67,543 – – 144,056 141,309 – Peso (MXN) /H1118/H1118/H1118/H1118/H1118/H111853,697 20,864 – – 82,456 (7,895) – Y en (JPY) /H1118/H1118/H1118/H1118/H1118/H1118/H11185,601 3,406 – – 101,920 (92,913) – Baht (THB) /H1118/H1118/H1118/H1118/H1118/H1118– 5,895 – – 6,119 (224) – Pound (GBP) /H1118/H1118/H1118/H1118/H1118/H11183,692 11 – – 2,863 840 – Won (KRW) /H1118/H1118/H1118/H1118/H1118/H1118255 22,06 6––1 22,320 – Poland (PLN) /H1118/H1118/H1118/H1118/H111869,847 164 – – 9,409 60,602 – Hungarian (HUF) /H1118/H1118/H11181,61 4–––– 1,614 – Uruguay (UYU) /H1118/H1118/H1118/H11181,29 3––– 1,677 (384) – Singapore (SGD) /H1118/H1118/H1118 4 3–––– 4 3 – Swedish (SEK) /H1118/H1118/H1118/H11185 1 5––– 4 6 4 6 9 – Switzerland (CHF) /H1118/H1118 –––– 2,606 (2,606) – Czech (CZK) /H1118/H1118/H1118/H1118/H1118/H1118–––– 3 8 7 (387) APPENDIX I ACCOUNTANTS’ REPORT – I-105 – --- page 604 --- Exposure to foreign currencies (expressed in RMB’000) 30 April 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cash and cash equivalents Trade and other receivables Interest- bearing loans and borrowings Derivative financial instruments Trade and other payables Net exposure – US Dollar (USD) /H1118/H1118/H1118839,109 3,131,286 2,387,022 – 3,201,945 (1,618,572) – Euro (EUR) /H1118/H1118/H1118/H1118/H1118/H1118360,095 546,519 11,317 – 1,462,858 (567,561) - New Lei (RON) /H1118/H1118/H1118/H1118579,550 216,047 – – 343,583 452,014 - Peso (MXN) /H1118/H1118/H1118/H1118/H1118/H111893,072 32,221 – – 34,126 91,167 - Y en (JPY) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,841 3,750 – – 161,497 (135,906) - Baht (THB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,033 – – 3,248 (1,215) - Pound (GBP) /H1118/H1118/H1118/H1118/H1118/H111810,600 104 – – 5,914 4,790 - Won (KRW) /H1118/H1118/H1118/H1118/H1118/H1118102 25,96 8––1 26,069 - Poland (PLN) /H1118/H1118/H1118/H1118/H11184,077 213 – – 14,541 (10,251) - Hungarian (HUF) /H1118/H1118/H11184,102 6 9––– 4,171 - Uruguay (UYU) /H1118/H1118/H1118/H11186 2 9––– 1,866 (1,237) - Singapore (SGD) /H1118/H1118/H1118 –––––– - Swedish (SEK) /H1118/H1118/H1118/H1118/H11182 0 0––– 6 2 1 3 8 - Switzerland (CHF) /H1118/H1118 –––– 9,965 (9,965) - Czech (CZK) /H1118/H1118/H1118/H1118/H1118/H1118–––– 6 0 7 (607) (ii) Sensitivity analysis The following table indicates the instantaneous change in the Group’s loss after tax (and retained profits) and other components of consolidated equity that would arise if foreign exchange rates to which the Group has significant exposure at the end of the reporting period had changed at that date, assuming all other risk variables remained constant. In this respect, it is assumed that the pegged rate between the USD, EUR, RON, MXN, JPY , THB, GBP , KRW, RUB, PLN, HUF, UYU, ARS, SGD, SEK, CHF and CZK would be materially unaffected by any changes in movement in value of the United States dollar against other currencies. For the year ended 31 December 2022 Profit after taxation Retained earnings Strengthening Weakening Strengthening Weakening RMB’000 RMB’000 RMB’000 RMB’000 USD (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(39,174) 39,174 (39,174) 39,174 EUR (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,283) 15,283 (15,283) 15,283 RON (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,169) 2,169 (2,169) 2,169 MXN (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(303) 303 (303) 303 JPY (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,271) 4,271 (4,271) 4,271 THB (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(61) 61 (61) 61 GBP (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(173) 173 (173) 173 KRW (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870 (70) 70 (70) RUB (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 (17) 17 (17) PLN (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,028 (1,028) 1,028 (1,028) HUF (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118269 (269) 269 (269) UYU (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) 1 (1) 1 SEK (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10) 10 (10) 10 CHF (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(82) 82 (82) 82 CZK (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16) 16 (16) 16 APPENDIX I ACCOUNTANTS’ REPORT – I-106 – --- page 605 --- For the year ended 31 December 2023 Profit after taxation Retained earnings Strengthening Weakening Strengthening Weakening RMB’000 RMB’000 RMB’000 RMB’000 USD (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,637) 24,637 (24,637) 24,637 EUR (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,581 (6,581) 6,581 (6,581) RON (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,281 (1,281) 1,281 (1,281) MXN (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,298) 1,298 (1,298) 1,298 JPY (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,643) 3,643 (3,643) 3,643 THB (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 (29) 29 (29) GBP (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(38) 38 (38) 38 KRW (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118528 (528) 528 (528) PLN (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,967 (2,967) 2,967 (2,967) HUF (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118351 (351) 351 (351) UYU (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(32) 32 (32) 32 SEK (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 (17) 17 (17) CHF (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(108) 108 (108) 108 CZK (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(23) 23 (23) 23 For the year ended 31 December 2024 Profit after taxation Retained earnings Strengthening Weakening Strengthening Weakening RMB’000 RMB’000 RMB’000 RMB’000 USD (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,708) 8,708 (8,708) 8,708 EUR (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,780) 13,780 (13,780) 13,780 RON (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,299 (5,299) 5,299 (5,299) MXN (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(296) 296 (296) 296 JPY (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,484) 3,484 (3,484) 3,484 THB (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8) 8 (8) 8 GBP (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 (32) 32 (32) KRW (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118837 (837) 837 (837) PLN (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,273 (2,273) 2,273 (2,273) HUF (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861 (61) 61 (61) UYU (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14) 14 (14) 14 SGD (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 (2) 2 (2) SEK (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 (18) 18 (18) CHF (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(98) 98 (98) 98 CZK (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15) 15 (15) 15 APPENDIX I ACCOUNTANTS’ REPORT – I-107 – --- page 606 --- For the four months ended 30 April 2025 Profit after taxation Retained earnings Strengthening Weakening Strengthening Weakening RMB’000 RMB’000 RMB’000 RMB’000 USD (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(60,696) 60,696 (60,696) 60,696 EUR (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,284) 21,284 (21,284) 21,284 RON (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,951 (16,951) 16,951 (16,951) MXN (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,419 (3,419) 3,419 (3,419) JPY (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,096) 5,096 (5,096) 5,096 THB (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(46) 46 (46) 46 GBP (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180 (180) 180 (180) KRW (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118978 (978) 978 (978) PLN (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(384) 384 (384) 384 HUF (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118156 (156) 156 (156) UYU (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(46) 46 (46) 46 SGD (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– SEK (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (5) 5 (5) CHF (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(374) 374 (374) 374 CZK (5% movement) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(23) 23 (23) 23 Results of the analysis as presented in the above table represent an aggregation of the instantaneous effects on each of the Group entities’ loss after tax and equity measured in the respective functional currencies, translated into United States dollars at the exchange rate ruling at the end of the reporting period for presentation purposes. The sensitivity analysis assumes that the change in foreign exchange rates had been applied to re-measure those financial instruments held by the Group which expose the Group to foreign currency risk at the end of the reporting period, including inter-company payables and receivables within the Group which are denominated in a currency other than the functional currencies of the lender or the borrower. The analysis excludes differences that would result from the translation of the financial statements of foreign operations into the Group’s presentation currency. (e) Fair value measurement (i) Financial assets and liabilities measured at fair value Fair value hierarchy The following table presents the fair value of the Group’s financial instruments measured at the end of the reporting period on a recurring basis, categorised into the three-level fair value hierarchy as defined in IFRS 13, Fair value measurement. The level into which a fair value measurement is classified is determined with reference to the observability and significance of the inputs used in the valuation technique as follows:  Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date  Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available.  Level 3 valuations: Fair value measured using significant unobservable inputs APPENDIX I ACCOUNTANTS’ REPORT – I-108 – --- page 607 --- 31 December 2022 Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000 Fair value measured on a recurring basis Financial assets measured at FVPL (Note 17) – Listed equity securities /H1118/H1118/H1118 46,519 – – 46,519 – Financial products /H1118/H1118/H1118/H1118/H1118/H1118– 419,267 – 419,267 – Equity instruments /H1118/H1118/H1118/H1118/H1118/H1118– – 84,027 84,027 – Reinsurance of defined benefit plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 61,246 61,246 – Unsettled consideration of selling 51% shares of Joyson Quin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 562,210 562,210 Derivative financial instruments – Foreign currency forward contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,737 – 4,737 – Interest rate swaps /H1118/H1118/H1118/H1118/H1118/H1118– 266,859 – 266,859 Financial assets measured at FVOCI – Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 151,821 151,821 – Receivables to be factored /H1118 – – 40,149 40,149 46,519 690,863 899,453 1,636,835 Derivative financial liabilities /H1118 – 339 – 339 31 December 2023 Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000 Fair value measured on a recurring basis Financial assets measured at FVPL (Note 17) – Listed equity securities /H1118/H1118/H1118 54,550 – – 54,550 – Financial products /H1118/H1118/H1118/H1118/H1118/H1118– 226,174 – 226,174 – Equity instruments /H1118/H1118/H1118/H1118/H1118/H1118– – 150,492 150,492 – Reinsurance of defined benefit plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 63,098 63,098 Derivative financial instruments – Foreign currency forward contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,298 – 12,298 – Interest rate swaps /H1118/H1118/H1118/H1118/H1118/H1118– 170,973 – 170,973 Financial assets measured at FVOCI – Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 285,585 285,585 – Receivables to be factored /H1118 – – 18,879 18,879 54,550 409,445 518,054 982,049 Derivative financial liabilities /H1118 – 3,671 – 3,671 APPENDIX I ACCOUNTANTS’ REPORT – I-109 – --- page 608 --- 31 December 2024 Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000 Fair value measured on a recurring basis Financial assets measured at FVPL (Note 17) – Listed equity securities /H1118/H1118/H1118 98,073 – – 98,073 – Financial products /H1118/H1118/H1118/H1118/H1118/H1118– 70,932 – 70,932 – Equity instruments /H1118/H1118/H1118/H1118/H1118/H1118– – 170,933 170,933 – Reinsurance of defined benefit plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 52,868 52,868 Derivative financial instruments – Foreign currency forward contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– – Interest rate swaps /H1118/H1118/H1118/H1118/H1118/H1118– 90,435 – 90,435 Financial assets measured at FVOCI – Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 469,511 469,511 – Receivables to be factored /H1118 – – 112,093 112,093 98,073 161,367 805,405 1,064,845 Derivative financial liabilities /H1118 – 16,146 – 16,146 30 April 2025 Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000 Fair value measured on a recurring basis Financial assets measured at FVPL (Note 17) – Listed equity securities /H1118/H1118/H1118116,014 – – 116,014 – Financial products /H1118/H1118/H1118/H1118/H1118/H1118– 537,925 – 537,925 – Equity instruments /H1118/H1118/H1118/H1118/H1118/H1118– – 251,943 251,943 – Reinsurance of defined benefit plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 56,855 56,855 – Negotiable certificates of deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 301,314 – 301,314 Derivative financial instruments – Foreign currency forward contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,842 – 6,842 – Interest rate swaps /H1118/H1118/H1118/H1118/H1118/H1118– 59,112 – 59,112 Financial assets measured at FVOCI – Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 356,409 356,409 – Receivables to be factored /H1118 – – 45,361 45,361 116,014 905,193 710,568 1,731,775 Derivative financial liabilities /H1118 – 32,744 – 32,744 APPENDIX I ACCOUNTANTS’ REPORT – I-110 – --- page 609 --- The fair value of interest rate swaps is the estimated amount that the Group would receive or pay to terminate the swap at the end of the reporting period, taking into account current interest rates, the current creditworthiness and foreign exchange rate of the swap counterparties. The fair value of foreign forward exchange contracts in Level 2 is determined by discounting the contractual forward price and deducting the current spot rate. The discount rate used is derived from the relevant government yield curve as at the end of the reporting period plus an adequate constant credit spread. The fair value of financial instruments traded in an active market is determined at the quoted market price; and the fair value of those not traded in an active market is determined by the Group using valuation technique. The valuation models used mainly comprise discounted cash flow model and market comparable company model. The major inputs of the valuation model include expected rate of return and discount of lack of market liquidity. During the years ended 31 December 2022, 2023 and 2024 and the four months ended 30 April 2025, there were no transfers, or transfers into or out of Level 3. The Group’s policy is to recognize transfers between levels of fair value hierarchy as at the end of the reporting period in which they occur. The changes in Level 3 assets are analyzed below: Financial assets at FVOCI Financial assets at FVPL Total RMB’000 RMB’000 RMB’000 As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,264 795,290 837,554 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118191,970 5,000 196,970 Disposals/settlements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(42,264) (205,533) (247,797) Changes in fair value recognized in other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– Changes in fair value recognized in profit or loss. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 100,503 100,503 Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,223 12,223 As at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118191,970 707,483 899,453 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118304,464 4,000 308,464 Disposals/settlements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(191,970) (636,666) (828,636) Changes in fair value recognized in other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– Changes in fair value recognized in profit or loss. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 136,801 136,801 Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,972 1,972 As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118304,464 213,590 518,054 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118581,604 7,500 589,104 Disposals/settlements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(304,464) (255) (304,719) Changes in fair value recognized in other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– Changes in fair value recognized in profit or loss. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,410 11,410 Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (8,444) (8,444) As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118581,604 223,801 805,405 APPENDIX I ACCOUNTANTS’ REPORT – I-111 – --- page 610 --- Financial assets at FVOCI Financial assets at FVPL Total RMB’000 RMB’000 RMB’000 As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118581,604 223,801 805,405 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118393,203 80,703 473,906 Disposals/settlements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(573,037) – (573,037) Changes in fair value recognized in other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– Changes in fair value recognized in profit or loss. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,294 4,294 As at 30 April 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118401,770 308,798 710,568 The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements of material financial assets and the sensitivity analysis of fair value to the inputs: Fair value Valuation technique(s) Significant unobservable input(s) Range of inputs (probability weighted average) Sensitivity of fair value to the input(s)As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Financial assets at FVPL – Unlisted equity instruments /H1118 84,027 150,492 170,933 251,943 Recent transaction price N/A N/A N/A – Unsettled consideration of selling 51% shares of Joyson Quin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 562,210 – – – Discounted cash flow model Expected net profit RMB745,610,000- RMB1,394,103,000 A change in expected net profit +/– 10% results in an increase in fair value by RMB25,095,000/a decrease in fair value by RMB36,164,000 Financial assets at FVOCI – Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118151,821 285,585 469,511 448,482 Discounted cash flow model Lack of marketability discount 0% N/A – Receivables to be factored /H1118/H1118 40,149 18,879 112,093 45,361 Discounted cash flow model Lack of marketability discount 0% N/A (ii) Fair values of financial assets and liabilities carried at other than fair value The carrying amounts of the Group’s financial instruments carried at amortised cost are not materially different from their fair values as at 31 December 2022, 2023 and 2024 and 30 April 2025 because of the short-term maturities of all these financial instruments. APPENDIX I ACCOUNTANTS’ REPORT – I-112 – --- page 611 --- 35 COMMITMENTS Capital commitments of the Group outstanding at 31 December 2022, 2023 and 2024 and 30 April 2025 not provided for in the financial statements were as follows: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Contracted for acquisition of property, plant and equipment, intangible assets and other long-term assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118462,675 635,969 529,035 645,735 36 MATERIAL RELATED PARTY TRANSACTIONS (a) Names and relationships of the related parties that had material transactions with the Group For the years ended 31 December 2022, 2023 and 2024 and for the four months ended 30 April 2024 and 2025, the directors are of the view that the following are related parties of the Group: Name of party Relationship with the Group Joyson Holding Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Parent company Ningbo PIA Automation Holding Co., Ltd. /H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party Ningbo Sci-Tech Park Joyson Property Management Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Under common control of ultimate controlling party Ningbo Dongqian Lake Tourist Resort Hanling Development Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Under common control of ultimate controlling party Ningbo Junya Hotel Management Co., Ltd. /H1118/H1118/H1118/H1118Under common control of ultimate controlling party Ningbo Junyun Hotel Management Co., Ltd. /H1118/H1118/H1118Under common control of ultimate controlling party Ningbo Joyson Real Estate Development Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Under common control of ultimate controlling party PIA Automation Amberg GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party PIA Automation Holding GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party PIA Automation Bad Neustadt GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party PIA Automation Canada Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party PIA Automation USA Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party PIAMEX AUTOMA TION, S. de R.L. de C.V . /H1118/H1118/H1118Under common control of ultimate controlling party AutoIO Technology Co., LTD. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party Joyson Europe Holding GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party Ningbo PIA Artificial Intelligence and Humanoid Robotics Research Institute Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Under common control of ultimate controlling party Ningbo Joyson Asset Management Co., Ltd. /H1118/H1118/H1118/H1118Under common control of ultimate controlling party Shanghai PIA Medical Technology Co., Ltd. /H1118/H1118/H1118/H1118Under common control of ultimate controlling party Suzhou SME-CQ AUTOMOTIVE Safety TECHNOLOGY CO. Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Associates Y anfeng KSS (Shanghai) Automotive Safety Systems Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A joint venture of subsidiaries Ningbo JoysonQuin Automotive Systems Holding Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Associates (before 18 December 2024) APPENDIX I ACCOUNTANTS’ REPORT – I-113 – --- page 612 --- Name of party Relationship with the Group Guangdong Senssun Weighing Apparatus Group Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Associates (before 18 December 2024) Ningbo JoysonQuin Automotive Trim Co., Ltd. /H1118/H1118A subsidiary of associates (before 18 December 2024) Shanghai Joyson Benyuan Automotive Components Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) JoysonQuin Automotive Systems GmbH /H1118/H1118/H1118/H1118/H1118/H1118A subsidiary of associates (before 18 December 2024) JoysonQuin Automotive Systems Mexico S.A. de C.V . /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) JoysonQuin Automotive Systems Polska Sp. z o.o. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) JoysonQuin Automotive Systems Romania S.R.L. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) JoysonQuin Automotive Systems North America LLC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) Ningbo JoysonQuin Intelligent Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) Ningbo Joyson Automotive Trim Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) Ningbo Joyson New Energy Automotive Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) Changchun Joyson Automotive Components Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates Ningbo Junyue Cloud New Energy Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 An associate of subsidiaries Ningbo Hengdagao Electronics Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118Others Ningbo Everflourish Smart Technology Corp., LTD. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Others Zhu Xuesong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Vice-chairman Cai Zhengxin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Director Chen Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Director, Executive Li Junyu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Director, Executive Liu Y uan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Director, Executive (Resigned) Hua Muwen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Zhou Xingyou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor (Resigned) Weng Chunyan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor (Resigned) Wang Xiaowei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor (Resigned) Guo Jishun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive (Resigned) Y u Zhaohui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Dai Shenjun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor (Resigned) Liu Jinlin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor Guo Feier /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor Wang Y ude /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor Zhou Xingyou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Director * The official names of these entities are in Chinese. The English names are for identification purpose only. APPENDIX I ACCOUNTANTS’ REPORT – I-114 – --- page 613 --- (b) Key management personnel remuneration Remuneration for key management personnel of the Group, including amounts paid to the Company’s directors as disclosed in Note 8 and certain of the highest paid employees as disclosed in Note 9, is as follows. Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Salaries, wages and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,620 33,808 37,309 10,976 12,604 Equity-settled share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,406 17,141 6,288 1,455 959 30,026 50,949 43,597 12,431 13,563 Total remuneration is included in “staff costs” (see Note 6(b)). (c) Related parties transactions In addition to those related party transactions disclosed elsewhere in this Accountants’ Report, the Group entered into the following material related party transactions for the years ended 31 December 2022, 2023 and 2024: Y ears ended 31 December Four months ended 30 April 2022 2023 2024 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) Purchase of goods/receiving of services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118289,638 358,418 607,541 108,079 94,432 – Under common control of ultimate controlling party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118263,197 218,011 396,221 46,838 56,127 – Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,441 140,407 211,320 61,241 38,305 Sale of goods/rendering of services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118121,054 57,136 26,957 10,806 1,181 – Under common control of ultimate controlling party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,890 7,400 3,569 867 950 – Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111,428 49,055 21,661 8,596 – – A joint venture of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,736 681 1,727 1,343 27 – An associate of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 2 0 4 Leases – The Group as the lessor: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,403 13,573 14,140 4,659 5,143 – The Group as the lessee: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 5 1–––– Guarantee (Note (i)) – The Company as the guarantee holder /H1118/H1118/H1118/H1118/H11182,582,150 3,339,650 3,696,100 3,443,650 5,215,450 APPENDIX I ACCOUNTANTS’ REPORT – I-115 – --- page 614 --- (d) Balance with related parties As at 31 December 2022, 2023 and 2024 and 30 April 2025, the Group had the following balances with related parties: As at 31 December As at 30 April 2022 2023 2024 2025 RMB’000 RMB’000 RMB’000 RMB’000 Trade in nature Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,745 14,145 15,230 13,254 Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 3––– Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,874 62,718 49,595 81,596 Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118231,092 269,543 295,259 259,568 Non-trade in nature Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118323,729 584,398 – 37 Other payables (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,694 10,000 144,885 Notes: (i) The management have no current plan to release all the outstanding guarantees provided by Joyson Group prior to the initial listing of H Shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited as the Directors believe that the early discharge of the guarantees is not in the best interests of the Group and its shareholders as a whole. (ii) The management do not plan to fully settle all amounts due to related parties that are non-trade in nature prior to the initial listing of H Shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited. 37 BUSINESS COMBINATIONS (a) As disclosed in Note 1, Senssun has become the Company’s subsidiary since 18 December 2024. From 18 December 2024 to 31 December 2024, Senssun contributed revenue of RMB208,422,000 and net profit of RMB3,516,000, respectively. During the year ended 31 December 2024, Senssun contributed revenue of RMB5,786,697,000 and net profit of RMB236,813,000, respectively, had the acquisition been completed as at 1 January 2024. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the respective date of acquisition: Fair value on acquisition RMB’000 Purchase consideration Fair value of investments in associates held before business combinations /H1118/H1118/H1118 2,775,000 Identifiable assets and liabilities: Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,276,249 Investment property /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,957 Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118443,386 Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,053,843 Prepayments and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118225,044 Trade and 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,489,830 Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118221,207 Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,139,775 Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,036 Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,006,660 APPENDIX I ACCOUNTANTS’ REPORT – I-116 – --- page 615 --- Fair value on acquisition RMB’000 Assets held for sale /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,451 Other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,340 Loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,864,253) Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,147,612) Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(195,637) Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(17,041) Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,051) Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(238,236) Other liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(119,293) Net identifiable assets acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,436,655 Less: non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,297,567) Add: goodwill (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/H11181,635,912 Net assets acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,775,000 Note: The goodwill is allocated to the Automotive Components and Weighing Apparatus CGUs at the amount of RMB1,436,237,000 and RMB 199,675,000, respectively, recognised in proportion with the fair value of each CGU’s net identifiable assets attributable to equity shareholders of the Company. (b) In December 2024, Joyson Quin, the subsidiary of the Company through its newly established subsidiary Ningbo Donghe Intelligent Technology Co., Ltd. (ʮ̡) (hereinafter referred to as “Ningbo Donghe”) entered into a share transfer agreement with the shareholders of Ningbo Junyuan Plastic Technology Co., Ltd. (ʮ̡) (hereinafter referred to as “Junyuan Plastic”) to acquire 15% shares of it. Following this transaction, Joyson Quin indirectly holds 55% of the shares of Junyuan Plastic and thereby obtains control over Junyuan Plastic. The total acquisition price were RMB11,385,000 and the aggregated fair value of the net assets acquired were RMB11,385,000 at the acquisition date. From the date of the acquisition to 31 December 2024, Junyuan Plastic contributed revenue of RMB nil and net profit of RMB nil, respectively. During the year ended 31 December 2024, Junyuan Plastic contributed revenue of RMB131,384,000 and net profit of RMB5,374,000, respectively, had the acquisition been completed as at 1 January 2024. (c) In December 2024, Joyson Quin, through its subsidiary Ningbo Donghe completed the acquisition of a 55% share in Ningbo Dongyuan Plastic Technology Co., Ltd. (ʮ̡) (hereinafter referred to as “Dongyuan Plastic”) under a share transfer agreement. As a result, Joyson Quin indirectly holds 55% of the shares in Dongyuan Plastic through Ningbo Donghe, and obtains control over Dongyuan Plastic. The total acquisition price were RMB28,050,000 and the aggregated fair value of the net assets acquired were RMB28,050,000 at the acquisition date. From the date of the acquisition to 31 December 2024, Dongyuan Plastic contributed revenue of RMB nil and net profit of RMB nil, respectively. During the year ended 31 December 2024, Dongyuan Plastic contributed revenue of RMB24,745,000 and net loss of RMB2,997,000, respectively, had the acquisition been completed as at 1 January 2024. APPENDIX I ACCOUNTANTS’ REPORT – I-117 – --- page 616 --- 38 NON-CONTROLLING INTERESTS (a) Key financial information of subsidiaries that has material NCI The following table summarises the information relating to each of the Group’s subsidiaries that has material NCI, before any intra-group eliminations. Y ear ended 31 December 2022 Anhui Joyson Auto Safety Systems Holdings Co., Ltd. (hereinafter referred to as “Anhui Joyson”) Ningbo Joynext RMB’000 RMB’000 NCI percentage /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830% 16.26% Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,223,187 2,125,091 Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,488,932 2,744,243 Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,667,446) (182,534) Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,934,214) (1,931,438) Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,110,459 2,755,362 Net assets attributable to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,957,440 493,338 Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,528,094 4,974,923 Profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(465,900) 262,192 OCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118622,695 62,742 Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118156,795 324,934 Profit allocated to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(234,410) 73,487 OCI allocated to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118304,942 (20,764) Cash flows from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118498,137 221,949 Cash flows from investment activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,503,625) (223,350) Cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118486,461 (47,891) Net decrease in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(519,027) (49,292) Y ear ended 31 December 2023 Anhui Joyson Auto Safety Systems Holdings Co., Ltd. (hereinafter referred to as “Anhui Joyson”) Ningbo Joynext RMB’000 RMB’000 NCI percentage /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830% 13.35% Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,999,750 2,117,200 Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,563,254 3,406,558 Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,898,566) (533,881) Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,438,941) (1,810,230) Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,225,497 3,179,647 Net assets attributable to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,025,189 522,149 Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,475,824 5,883,368 Profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270,954 279,937 OCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(155,982) 126,277 Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,972 406,214 APPENDIX I ACCOUNTANTS’ REPORT – I-118 – --- page 617 --- Y ear ended 31 December 2023 Anhui Joyson Auto Safety Systems Holdings Co., Ltd. (hereinafter referred to as “Anhui Joyson”) Ningbo Joynext RMB’000 RMB’000 Profit allocated to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111,515 45,386 OCI allocated to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(75,068) 115,774 Cash flows from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,270,482 129,342 Cash flows from investment activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,502,428) (227,428) Cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(931,202) 92,326 Net decrease in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(163,148) (5,760) Y ear ended 31 December 2024 Anhui Joyson Ningbo Joynext Senssun RMB’000 RMB’000 RMB’000 NCI percentage /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840% 13.35% 75.74% Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,584,736 2,299,846 4,085,850 Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,634,708 3,464,804 3,705,451 Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,506,763) (449,144) (1,435,449) Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,437,618) (1,955,926) (4,068,564) Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,275,063 3,359,580 2,287,288 Net assets attributable to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,502,641 448,494 1,336,326 Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,645,396 6,715,334 211,996 Profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118697,201 284,944 3,516 OCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(631,126) (111,571) (2,399) Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,075 173,373 1,117 Profit allocated to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118326,144 38,044 1,624 OCI allocated to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(270,264) (112,233) (1,255) Cash flows from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,073,290 592,896 21,935 Cash flows from investment activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,107,317) (345,590) 20,431 Cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,114,044 (9,520) (115,804) Net increase/(decrease) in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,017 237,786 (73,438) Four months ended 30 April 2024 Anhui Joyson Auto Safety Systems Holdings Co., Ltd. (hereinafter referred to as “Anhui Joyson”) Ningbo Joynext RMB’000 RMB’000 NCI percentage /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840% 13.35% Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,151,768 2,094,231 Profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,806 123,190 OCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(365,012) (67,844) Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(71,206) 55,346 APPENDIX I ACCOUNTANTS’ REPORT – I-119 – --- page 618 --- Four months ended 30 April 2024 Anhui Joyson Auto Safety Systems Holdings Co., Ltd. (hereinafter referred to as “Anhui Joyson”) Ningbo Joynext RMB’000 RMB’000 Profit allocated to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118121,454 16,446 OCI allocated to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(27,822) (13,844) Cash flows from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118366,428 119,077 Cash flows from investment activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(413,947) (153,207) Cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(565,696) 77,401 Net decrease in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(613,215) 43,271 Four months ended 30 April 2025 Anhui Joyson Ningbo Joynext Senssun RMB’000 RMB’000 RMB’000 NCI percentage /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840% 13.35% 70.00% Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,201,750 2,551,883 3,158,699 Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,798,773 3,740,624 3,940,922 Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,862,607) (433,588) (1,542,177) Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,005,733) (2,157,524) (4,173,143) Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,132,183 3,701,395 1,384,301 Net assets attributable to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,944,526 494,125 1,279,181 Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,993,712 2,075,587 1,948,601 Profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118179,011 89,160 51,231 OCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276,194 250,842 50,179 Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118455,205 340,002 101,410 Profit allocated to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,743 11,890 21,841 OCI allocated to NCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,089 33,636 22,129 Cash flows from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118634,275 52,472 68,499 Cash flows from investment activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(447,857) (85,801) (165,064) Cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(705,847) (131,510) 75,128 Net decrease in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118(519,429) (164,839) (21,437) (b) Transactions with non-controlling interests (i) Material transactions during the year ended 31 December 2022 The Group acquired 8.7345% equity interests of Ningbo Joynext from non-controlling interests at a consideration of RMB349,381,000. The Group recognized a decrease in other reserves of RMB136,844,000 and a decrease in non-controlling interests of RMB212,537,000. The Group injected RMB1,150,821,000 in Joyson Auto Safety Holdings S.A, which led to the Group’s interests in Joyson Auto Safety Holdings S.A increased from 85.0958% to 86.1700% The Group recognized a decrease in other reserves of RMB71,307,000 and an increase in non-controlling interests of RMB71,307,000. APPENDIX I ACCOUNTANTS’ REPORT – I-120 – --- page 619 --- (ii) Material transactions during the year ended 31 December 2023 The Group acquired 2.9093% equity interests of Ningbo Joynext from non-controlling interests at a consideration of RMB122,190,000. The Group recognized a decrease in other reserves of RMB29,679,000 and a decrease in non-controlling interests of RMB92,511,000 . (iii) Material transactions during the year ended 31 December 2024 The Group sold 6.7797% and 3.2203% equity interests of Anhui Joyson to Ningbo Tonggao Equity Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)) and Ningbo Y ongning Infrastructure Investment Partnership (Limited Partnership) (ҳ༟ΥྫΆุ(Υྫ)), respectively. The Group acquired 8.0000% equity interests of Joyson Auto Safety Holdings S.A. from the non-controlling interest, PAGAC Tea Holdings I Ltd., through Anhui Joyson’s wholly-owned subsidiary, JSS Holding Hong Kong Limited. Through the two transactions, with the net consideration of RMB545,617,000, the Group recognized a increase in other reserves of RMB16,245,000 and decrease in non-controlling interests of RMB561,863,000. (iv) Material transactions during the four months ended 30 April 2025 On 15 January 2025, the Board of Directors of the Company passed a proposal to increase the capital of Joyson Auto Safety Holdings S.A (hereinafter referred to as “JASH”), by about USD 195 million in the form of converting debt to shares. The transaction was completed on 16 January 2025, and the Group’s effective interest of JASH increased from 56.50% to 59.46%. The Group recognized a decrease in other reserves of RMB260,466,000 and an increase in non-controlling interests of RMB260,466,000. After obtaining control over Senssun in December 2024, the Company has further acquired 7,584,600 shares of Senssun during the four months ended 30 April 2025 from the secondary market, representing 5.7426% of its total issued share capital. Upon completion of these transactions, the Company recognized decreases in other reserves of RMB161,750,000 and decreases in non-controlling interests of RMB99,457,000. 39 SUBSEQUENT EVENTS There is no significant non-adjusting event after 30 April 2025. 40 IMMEDIATE AND ULTIMATE CONTROLLING PARTY As at the date of this report, the Directors consider the immediate parent and ultimate controlling party of the Group to be Mr. Wang Jianfeng, the Company’s chairman and legal representative. 41 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE TRACK RECORD PERIOD Up to the date of issue of this report, the IASB has issued a number of amendments, new standards and interpretations, which are not yet effective for the Track Record Period and which have not been adopted in preparing the Historical Financial Information. These developments include: Effective for accounting periods beginning on or after Amendments to IFRS 9 and IFRS 7, Contracts Referencing Nature-dependent Electricity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 January 2026 Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments /H1118/H1118/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 January 2026 Annual Improvements to IFRS Accounting Standards – V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 January 2026 IFRS 18, Presentation and Disclosure in Financial Statements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 January 2027 IFRS 19, Subsidiaries without Public Accountability: Disclosures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 January 2027 Amendments to IFRS 10 and IAS 28, Sale or contribution of assets between an investor and its associate or joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Available for optional adoption/effective date deferred indefinitely APPENDIX I ACCOUNTANTS’ REPORT – I-121 – --- page 620 --- The Group is in the process of making an assessment of what the impact of these developments are expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the consolidated financial statements of the Group. IFRS 18, Presentation and disclosure in financial statements IFRS 18 will replace IAS 1 Presentation of Financial Statements and aims to improve the transparency and comparability of information about an entity’s financial statements. IFRS 18 is effective for annual reporting periods beginning on or after 1 January 2027 and is to be applied retrospectively. Among other changes, under IFRS 18, entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to provide specific disclosures about management-defined performance measures in a single note in the financial statements. The Group does not plan to early adopt IFRS 18 and IFRS18 will impact the presentation of financial statements and is not expected to have significant impact on the financial performance and positions of the Group. SUBSEQUENT FINANCIAL STATEMENTS No audited financial statements have been prepared by the Company and its subsidiaries comprising the Group in respect of any period subsequent to 30 April 2025. APPENDIX I ACCOUNTANTS’ REPORT – I-122 – --- page 621 --- The following is the text of a report set out on pages IA-1 to IA-33, received from the Company’ s reporting accountants, KPMG, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this prospectus. The information set out on page IA-3 to IA-33 is the unaudited interim financial information of the Group for the six months ended 30 June 2025, and does not form part of the Accountants’ Report from the Company’ s reporting accountants, KPMG, Certified Public Accountants, Hong Kong, as set out in Appendix I, and is included herein for information purpose only. REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION TO THE DIRECTORS OFʮ̡ NINGBO JOYSON ELECTRONIC CORP. (Incorporated in the People’s Republic of China with limited liability) Introduction We have reviewed the interim financial information set out on pages IA-3 to IA-33 which comprises the consolidated statement of financial position ofʮ̡ Ningbo Joyson Electronic Corp. (the “Company”) and its subsidiaries (together, the “Group”) as at 30 June 2025 and the consolidated statement of profit or loss, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the six months ended 30 June 2025 and explanatory notes. The directors are responsible for the preparation and presentation of the interim financial information in accordance with International Accounting Standard 34 (“IAS 34”), Interim financial reporting , issued by the International Accounting Standards Board. Our responsibility is to express a conclusion, based on our review, on this interim financial information and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Scope of 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 (“HKSRE 2410”), issued by the Hong Kong Institute of Certified Public Accountants. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-1 – --- page 622 --- Conclusion Based on our review, nothing has come to our attention that causes us to believe that the interim financial information as at and for the six months ended 30 June 2025 is not prepared, in all material respects, in accordance with IAS 34, Interim Financial Reporting . Other Matter We draw attention to the fact that the consolidated statement of profit or loss, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the six months ended 30 June 2024 and the relevant explanatory notes disclosed in the interim financial information have not been reviewed in accordance with HKSRE 2410. KPMG Certified Public Accountants 8th Floor, Prince’s Building 10 Chater Road Central, Hong Kong 28 October 2025 APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-2 – --- page 623 --- CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE SIX MONTHS ENDED 30 JUNE 2025- UNAUDITED (Expressed in renminbi) Six months ended 30 June Note 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/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(a) 30,347,073 27,078,626 Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,837,735) (22,880,080) Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,509,338 4,198,546 Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 103,611 84,746 Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(412,111) (267,032) Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,734,885) (1,393,867) Research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,693,527) (1,129,722) Impairment losses on trade and other receivables /H1118 (24,534) (10,952) Other net gains /H1118/H1118/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(c) 26,135 16,916 Profit from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,774,027 1,498,635 Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184(a) (526,548) (417,620) Share of (losses)/profits of equity-accounted investees, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(539) 55,087 Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,246,940 1,136,102 Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (338,135) (298,482) Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118908,805 837,620 Attributable to: Equity shareholders of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118707,632 636,770 Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118201,173 200,850 Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118908,805 837,620 Earnings per share Basic (RMB) /H1118/H1118/H1118/H1118/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(a) 0.51 0.45 Diluted (RMB) /H1118/H1118/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(b) 0.51 0.45 APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-3 – --- page 624 --- CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2025- UNAUDITED (Expressed in renminbi) Six months ended 30 June 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118908,805 837,620 Item that will not be reclassified to profit or loss: Remeasurement of net defined benefit liability /H1118/H1118/H1118/H1118/H1118/H1118/H111812,936 26,809 Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income of equity-accounted investees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (12,498) Exchange differences on translation of financial statements in foreign companies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118918,332 (236,905) Cash flow hedges – net movement in the hedging reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62,165) 18,907 Other comprehensive income/(loss) for the period, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118869,103 (203,687) Total comprehensive income for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,777,908 633,933 Attributable to: Equity shareholders of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,354,420 490,802 Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118423,488 143,131 Total comprehensive income for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,777,908 633,933 The notes on pages IA-11 to IA-33 form part of this interim financial report. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-4 – --- page 625 --- CONSOLIDATED STATEMENT OF FINANCIAL POSITION A T 30 June 2025- UNAUDITED (Expressed in renminbi) As at 30 June As at 31 December Note 2025 2024 RMB’000 RMB’000 (Unaudited) Non-current assets Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 16,838,610 16,061,449 Investment property /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,013 20,895 Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 1,688,898 1,657,153 Intangible 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/H11188 5,915,966 5,380,349 Interests in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111891,910 57,774 Interest in joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,786 109,786 Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 7,292,635 7,216,315 Prepayments and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 2,117,606 1,671,264 Trade and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 340,476 304,029 Other financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 624,330 245,974 Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,398 34,807 Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,445,446 1,317,538 36,497,074 34,077,333---------- ---------- Current assets Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,357 55,628 Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 9,543,869 9,091,939 Trade and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 12,121,312 11,354,548 Prepayments and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 2,176,070 1,955,668 Other financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 813,438 560,482 Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 1,207,638 869,892 Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 5,724,006 5,979,070 Assets held for sale /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 21,172 221,308 31,660,862 30,088,535---------- ---------- Current liabilities Loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 11,764,157 8,495,857 Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,588 16,146 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 15,735,500 15,215,428 Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 726,237 733,725 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 239,436 197,373 Current taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118318,339 234,931 Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 499,111 752,338 Liabilities directly associated with the assets held for sale /H1118/H1118/H1118/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 – 94,031 29,313,368 25,739,829---------- ---------- Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,347,494 4,348,706---------- ---------- Total assets less current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,844,568 38,426,039---------- ---------- APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-5 – --- page 626 --- As at 30 June As at 31 December Note 2025 2024 RMB’000 RMB’000 (Unaudited) Non-current liabilities Loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 14,314,106 15,185,426 Defined benefit plan obligations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,213,206 1,108,255 Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 506,513 447,680 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 787,861 771,122 Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118184,519 151,418 Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 288,317 249,318 Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118735,646 667,277 18,030,168 18,580,496---------- ---------- Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,814,400 19,845,543---------- ---------- CAPITAL AND RESERVES Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(b) 1,408,702 1,408,702 Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,563,802 12,149,380 Total equity attributable to equity shareholders of the 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/H111813,972,504 13,558,082 Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,841,896 6,287,461 TOTAL EQUITY /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,814,400 19,845,543 The notes on page IA-11 to IA-33 form part of this interim financial report. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-6 – --- page 627 --- CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2025- UNAUDITED (Expressed in renminbi) Attributable to equity shareholders of the Company Share capital Treasury shares Share premium PRC statutory reserves Share- based payment reserve Other reserve Retained earnings Sub-total Non- controlling interests Total equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Note 21) (Note 21) (Note 21) (Note 21) (Note 21) (Note 21) Balance at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 (419,373) 12,083,584 225,902 128,962 (2,236,977) 2,367,282 13,558,082 6,287,461 19,845,543------- ------ -------- -- ---- ------ -------- ------- -------- ------- - ------- Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 707,632 707,632 201,173 908,805 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 646,788 – 646,788 222,315 869,103 Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 646,788 707,632 1,354,420 423,488 1,777,908------- ------ -------- -- ---- ------ -------- ------- -------- ------- - ------- Repurchase of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (193,436) ––––– (193,436) – (193,436) Transactions with non-controlling interests /H1118 ––––– (426,751) – (426,751) 137,746 (289,005) Equity-settled share-based transaction /H1118/H1118/H1118/H1118– 78,101 – – (41,979) – – 36,122 172 36,294 Profit distribution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– (360,042) (360,042) (9,245) (369,287) Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 4,109 – 4,109 2,274 6,383 Balance at 30 June 2025 (Unaudited) /H1118/H1118/H11181,408,702 (534,708) 12,083,584 225,902 86,983 (2,012,831) 2,714,872 13,972,504 6,841,896 20,814,400 APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-7 – --- page 628 --- Attributable to equity shareholders of the Company Share capital Treasury shares Share premium PRC statutory reserves Share- based payment reserve Other reserve Retained earnings Sub-total Non- controlling interests Total equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Note 21) (Note 21) (Note 21) (Note 21) (Note 21) (Note 21) Balance at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 (225,264) 12,083,584 189,104 102,388 (1,788,637) 1,809,157 13,579,034 5,547,338 19,126,372------- ------ -------- -- ---- ------ -------- ------- -------- ------- - ------- Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 636,770 636,770 200,850 837,620 Other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (145,968) – (145,968) (57,719) (203,687) Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (145,968) 636,770 490,802 143,131 633,933------- ------ -------- -- ---- ------ -------- ------- -------- ------- - ------- Repurchase of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (112,582) ––––– ( 1 12,582) – (112,582) Transactions with non-controlling interests /H1118 ––––– (97,430) – (97,430) 336,341 238,911 Equity-settled share-based transaction /H1118/H1118/H1118/H1118–––– 13,425 – – 13,425 908 14,333 Profit distribution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– (365,547) (365,547) (4,240) (369,787) Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 1,349 – 1,349 – 1,349 Balance at 30 June 2024 (Unaudited) /H1118/H1118/H11181,408,702 (337,846) 12,083,584 189,104 115,813 (2,030,686) 2,080,380 13,509,051 6,023,478 19,532,529 The notes on page IA-11 to IA-33 form part of this interim financial report. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-8 – --- page 629 --- CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 JUNE 2025- UNAUDITED (Expressed in renminbi) Six months ended 30 June Note 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) Operating activities Cash generated from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,191,183 2,147,589 Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(284,716) (278,530) Net cash generated from operating activities /H1118/H1118/H1118 1,906,467 1,869,059---------- ---------- Investing activities Payment for purchases of property, plant and equipment, intangible assets and right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,946,071) (1,830,711) Proceeds from disposal of property, plant and equipment, and right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,271 67,884 Net proceeds from disposal of interest in Ningbo JoysonQuin Automotive Systems Holding Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 340,000 Net proceeds from disposal of a subsidiary /H1118/H1118/H1118/H1118/H1118/H111837,682 – Payment for acquisition of an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(30,000) – Payment for purchase of other financial assets /H1118/H1118/H1118 (3,262,307) (28,537) Proceeds from disposal of other financial assets /H1118/H1118 2,691,666 188,452 Other cash flows arising from investing activities /H1118 16,274 30,092 Net cash used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,461,485) (1,232,820)---------- ---------- The notes on page IA-11 to IA-33 form part of this interim financial report. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-9 – --- page 630 --- Six months ended 30 June Note 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) Financing activities Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,130,328 8,669,750 Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,395,157) (8,336,164) Payment of capital element and interest element of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(120,444) (126,833) Interest of bank loans paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(671,353) (612,157) Payment for the purchase of non-controlling interests in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(298,125) (469,706) Proceeds from partial disposal of interests in a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,475,000 Dividends paid to equity shareholders of the Company and non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118(361,921) (376,881) Payment for repurchase of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(193,436) (112,582) Net change in restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,925 301,188 Listing expenses paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,872) – Other cash flows arising from financing activities /H1118 (15,744) (28,346) Net cash generated from financing activities /H1118/H1118/H1118 165,201 383,269---------- ---------- Net (decrease)/increase in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(389,817) 1,019,508 Cash and cash equivalents at the beginning of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,979,070 4,253,515 Effect of foreign exchange rate changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118134,753 (31,419) Cash and cash equivalents at the end of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 5,724,006 5,241,604 The notes on page IA-11 to IA-33 form part of this interim financial report. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-10 – --- page 631 --- NOTES TO THE UNAUDITED INTERIM FINANCIAL INFORMATION (Expressed in Renminbi unless otherwise indicated) 1 BASIS OF PREPARATION In 2004, Ningbo Joyson Electronic Corp. (changed to current name in February 2014, hereinafter referred to as “Joyson Electronics” or “the Company”) started automotive components business and since then operated under Joyson Group. In April 2011, Liaoyuan Deheng, the predecessor of the Company, entered into an agreement for assets purchase by share issue with, among others, Joyson Group, pursuant to which Liaoyuan Deheng agreed to acquire a controlling stake in the operating entities of the Company’s business at the time from Joyson Group and other selling shareholders. In December 2011, as approved by China Securities Regulatory Commission (the “CSRC”), the transaction was completed. As a result, the operating entities were consolidated under the Company and the Company became listed on the Shanghai Stock Exchange. The Company and its subsidiaries (hereinafter collectively referred to as “the Group”) are principally engaged in R&D, manufacturing and sales of automotive components, including Human Machine Interface products, Telematics, Automative Safety Systems, and Electronics Products of New Energy V ehicle, etc. The Group mainly carried out its business in China, the United States, Japan, Germany, Mexico, Italy, Romania, Portugal, Poland, Brazil and India. The interim financial information has been prepared in accordance with IAS 34, Interim financial reporting, issued by the International Accounting Standards Board (“IASB”). It was authorised for issue on 28 October 2025. The interim financial information has been prepared in accordance with the same basis of preparation and presentation and accounting policies adopted in the historical financial information for the years ended 31 December 2022, 2023, 2024 and the four months ended 30 April 2025 (the “Historical Financial Information”) as disclosed in Appendix I to the prospectus dated 28 October 2025 (the “Prospectus”) issued by the Company. The preparation of an interim financial information in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates. This interim financial information contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 31 December 2024 in the Historical Financial Information as disclosed in Appendix I to the Prospectus. The consolidated interim financial statements and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with IFRS Accounting Standards. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-11 – --- page 632 --- 2 REVENUE AND SEGMENT REPORTING (a) Revenue The Company is an intelligent automotive technology solution provider, offering advanced products and solutions across the automotive industry’s key areas mainly including automotive electronics and automotive safety. (i) Disaggregation of revenue Disaggregation of revenue from contracts with customers by major service lines is as follows: Six months ended 30 June 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) Revenue from contracts with customers within the scope of IFRS 15: Disaggregated by major products or service lines – Sale of automotive components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,144,194 26,045,213 – Rendering of research and development services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118419,513 650,583 – Sale of tooling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118327,825 366,154 – Sale of weighing products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118435,710 – Revenue from other sources – Rentals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,969 8,171 – Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,862 8,505 30,347,073 27,078,626 Disaggregation of revenue by the Group’s business and by geographic markets is disclosed in Notes 2(b)(ii) and 2(b)(iii). (ii) Revenue expected to be recognised in the future arising from contracts in existence at the reporting date For contracts as defined in IFRS 15 with a term less than one year, the practical expedient under IFRS 15.121(a) is applied and no amounts are shown. (iii) Contract balances As at 30 June As at 31 December Note 2025 2024 RMB’000 RMB’000 (Unaudited) Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 10,005,097 9,510,515 Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 726,237 733,725 Trade and bills receivables are non-interest bearing and are generally on terms of 30 to 90 days from invoice date. As of 30 June 2025, RMB156,731,000 (unaudited) (31 December 2024: RMB152,703,000) was recognised as provision for expected credit losses on trade and bills receivables. Contract liabilities primarily relate to the advance consideration received from customers for customized products. This will be recognised as revenue when the products are delivered and accepted by the customers, which is expected to occur upcoming 12 months. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-12 – --- page 633 --- (b) Segment Reporting The Group manages its businesses by geographic regions. The Group designs, manufactures and sells its products and services through five divisions: Automotive safety systems, Automotive electronics systems, Automotive components, Weighing apparatus and Others. The Automotive safety systems business mainly includes seatbelts, airbags, intelligent steering wheels and integrated safety solutions related products. The Automotive electronics business mainly includes automotive intelligence solutions, e-mobility and HMI, etc. The Automotive components business includes smart cockpits products and new energy electric charging and distribution products. The Weighing apparatus business includes various electronic weighing products. The Others business includes the Company and its subsidiaries other than those included in Automotive safety systems business, Automotive electronics systems business, Automotive components business and Weighing apparatus business. Prior to the Company obtaining control over Senssun in December 2024, the Group designs, manufactures and sells its products and services through three divisions: Automotive safety systems, Automotive electronics systems and Others. In a manner consistent with the way in which information is reported internally to the Group’s most senior executive management for the purposes of resource allocation and performance assessment, the Group presented accordingly the five reportable segments. No operating segments have been aggregated to form the reportable segments. (i) Segment results, assets and liabilities For the purposes of assessing segment performance and allocating resources between segments, the Group’s senior executive management monitors the results, assets and liabilities attributable to each reportable segment on the following bases: Segment assets include all tangible, intangible assets and current assets with the exception of investments in financial assets, deferred tax assets and other corporate assets. Segment liabilities include loans and borrowings managed directly, trade and other payables attributable to the manufacturing and sales activities of the individual segments and trade and provisions for automotive product warranties. Revenue and expenses are allocated to the reportable segments with reference to revenue generated by those segments and the expenses incurred by those segments or which otherwise arise from the depreciation or amortisation of assets attributable to those segments. However, other than reporting inter-segment sales of automotive product, assistance provided by one segment to another, including sharing of assets and technical know-how, is not measured. (ii) Disaggregation of revenue from contracts with customers, as well as information regarding the Group’s reportable segments as provided to the Group’s most senior executive management for the purposes of resource allocation and assessment of segment performance for the six months ended 30 June 2025 and 30 June 2024 are set out below. Six months ended 30 June 2025 Automotive safety systems Automotive electronic systems Automotive components Weighing Apparatus Others Elimination among segments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue from external customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,427,041 8,464,622 2,501,999 435,710 517,701 – 30,347,073 Inter-segment revenue /H1118/H1118/H11183,419 421,923 52,043 – 263,491 (740,876) – Reportable segment revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,430,460 8,886,545 2,554,042 435,710 781,192 (740,876) 30,347,073 Reportable segment profit/(loss) before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118513,187 533,334 75,177 6,833 136,859 (18,450) 1,246,940 APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-13 – --- page 634 --- Six months ended 30 June 2024 Automotive safety systems Automotive electronics systems Others Elimination among segments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue from external customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,270,518 8,296,894 511,214 – 27,078,626 Inter-segment revenue /H1118/H1118/H1118 1,523 327,149 133,354 (462,026) – Reportable segment revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,272,041 8,624,043 644,568 (462,026) 27,078,626 Reportable segment profit/(loss) before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118592,755 539,036 179,051 (174,740) 1,136,102 30 June 2025 Automotive safety systems Automotive electronic systems Automotive components Weighing Apparatus Others Elimination among segments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Reportable segment assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,492,083 18,334,472 7,869,424 2,561,032 22,174,031 (17,273,106) 68,157,936 Reportable segment liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,045,561 10,454,418 4,657,337 1,863,321 9,585,836 (3,262,937) 47,343,536 31 December 2024 Automotive safety systems Automotive electronic systems Automotive components Weighing Apparatus Others Elimination among segments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Reportable segment assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,219,444 17,399,230 8,127,114 3,323,949 26,396,591 (24,300,460) 64,165,868 Reportable segment liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,944,381 9,324,128 4,534,819 1,781,712 8,968,534 (5,233,249) 44,320,325 (iii) Geographic information The following table sets information about the Group’s revenue from external customers. The revenue is generated from China and overseas markets, such as North America, Europe, and Asia during the six months ended 30 June 2025 and 2024. Six months ended 30 June 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) Revenue by location of the customers – China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,717,821 6,098,735 – 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,629,252 20,979,891 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,347,073 27,078,626 APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-14 – --- page 635 --- 3 OTHER INCOME Six months ended 30 June 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,086 45,693 Additional deduction for V A T /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,742 37,268 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,783 1,785 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103,611 84,746 Note: Government grants mainly represent operating subsidies and amortization of government grants for capital expenditure including development and construction of property, plant and equipment or land use rights. Conditions related to the grants, i.e. job creation, realization of sales, completion of certain tax payments have been fulfilled. Additional deduction for V A T represents the preferential tax treatment for advanced manufacturing companies that the Group was qualified for since 2023. 4 PROFIT BEFORE TAXATION Profit before taxation is arrived at after charging/(crediting): Six months ended 30 June 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) (a) Finance costs Interest on loans and borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118551,442 564,688 Less: capitalized interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,526) (21,890) Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,055 31,519 Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(49,200) (62,508) Net exchange gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,351) (115,247) Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,128 21,058 Total finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118526,548 417,620 Six months ended 30 June 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) (b) Staff costs (including directors’ emoluments) Contributions to defined contributions plan (Note) /H1118/H1118/H1118/H1118 126,624 99,682 Expenses recognised in respect of defined benefit plans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,596 13,259 Equity-settled share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H11185,627 14,333 Salaries, wages and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,770,796 4,987,554 Total staff costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,916,643 5,114,828 Note: Employees of the Group are required to participate in a defined contributions plan administered and operated by the local municipal government. The Group contributes funds which are calculated on certain percentages of the employee salary as agreed by the local municipal government to the scheme to fund the retirement benefits of the employees. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-15 – --- page 636 --- Six months ended 30 June 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) (c) Other net gains Gains/(losses) on disposal of property, plant and equipment and right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118826 (863) Net realized and unrealized gains on financial assets measured at FVPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,493 15,158 Donations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,559) (469) Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,375 3,090 Other net gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,135 16,916 Six months ended 30 June 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) (d) Expenses by nature Cost of inventories (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,183,720 22,502,319 Depreciation of property, plant and equipment and investment property /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118926,634 906,682 Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118147,296 175,900 Amortisation of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118599,851 483,890 Restructuring expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890,279 54,218 Product warranty costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118129,710 110,598 Write-down of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118101,038 80,773 Note: Cost of inventories includes staff costs, depreciation and amortisation expenses, which amount is also included in the respective total amounts disclosed separately above or in Note 4(b) for each of these types of expenses. 5 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF PROFIT OR LOSS (a) Taxation in the consolidated statements of profit or loss represents: Six months ended 30 June 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) Current tax Provision for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118368,124 330,414 Under/(over)-provision in respect of prior years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,107 (12,775) Deferred tax Origination and reversal of temporary differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,096) (19,157) 338,135 298,482 Notes: (i) According to the Corporate Income Tax Law of China (the “Tax Law”), the Group’s subsidiaries in the PRC are subject to statutory income tax rate of 25%, except for those which are entitled to a preferential tax rate applicable to advanced and new technology enterprises of 15%. (ii) Income tax on profits arising from other jurisdictions has been calculated on the estimated assessable profit for the period at the respective rates prevailing in the relevant jurisdictions for the six months ended 30 June 2025 and 2024. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-16 – --- page 637 --- 6 EARNINGS PER SHARE (a) Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to ordinary equity shareholders of the Company by the weighted average number of ordinary shares in issue as follows: Six months ended 30 June 2025 2024 (Unaudited) (Unaudited) Profit attributable to all equity shareholders of the Company (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118707,632 636,770 Allocation of profit attributable to holders of unvested shares under the 2021 Joyson Employee Stock Ownership Plan (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,649) (4,071) Profit attributable to ordinary equity shareholders of the Company for the purpose of basic earnings per share (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118703,983 632,699 Weighted average number of ordinary shares at 30 June (’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,381,988 1,398,846 Basic earnings per share (expressed in RMB per share) /H1118/H1118/H1118/H1118/H1118 0.51 0.45 Weighted average number of ordinary shares: Six months ended 30 June 2025 2024 (Unaudited) (Unaudited) Issued ordinary shares at 1 January (Note 21) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,408,702 1,408,702 Effect of Treasury Shares (Note 21(c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26,714) (9,856) Weighted average number of ordinary shares at 30 June /H1118/H1118/H1118/H11181,381,988 1,398,846 (b) Diluted earnings per share During the six months ended 30 June 2025, the unvested shares under the 2021 Joyson Employee Stock Ownership Plan were not included in the calculation of diluted earnings per share because their effect would have been anti-dilutive. Accordingly, diluted earnings per share were the same as basic earnings per share. 7 PROPERTY, PLANT AND EQUIPMENT During the six months ended 30 June 2025, the Group acquired items of property, plant and equipment with a cost of RMB978,710,000 (six months ended 30 June 2024: RMB1,238,834,000). Items of property, plant and equipment with a net book value of RMB34,362,000 were disposed of during the six months ended 30 June 2025 (six months ended 30 June 2024: RMB235,770,000). As at 30 June 2025, property, plant and equipment with a net book value of RMB4,069,649,000 were mortgaged as securities for bank loans (31 December 2024: RMB3,791,888,000). APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-17 – --- page 638 --- 8 INTANGIBLE ASSETS During the six months ended 30 June 2025, the Group acquired items of intangible assets with a cost of RMB831,737,000 (six months ended 30 June 2024: RMB625,778,000). Items of intangible assets with a net book value of RMB4,515,000 were disposed of during the six months ended 30 June 2025 (six months ended 30 June 2024: RMB49,107,000). As at 30 June 2025, Intangible assets with a net book value of RMB609,836,000 were pledged as securities for bank loans (31 December 2024: RMB582,909,000). 9 LEASE The Group leases assets including land use rights, buildings and building improvements, machinery and equipment, motor vehicles and others. Information about leases for which the Group is a lessee is presented below. As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Lease liabilities: Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239,436 197,373 Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118787,861 771,122 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,027,297 968,495 During the six months ended 30 June 2025, the Group entered into a number of lease agreements for use of buildings and building improvements and other properties and therefore recognised the additions to original value of right-of-use assets of RMB111,008,000 (six months ended 30 June 2024: RMB428,765,000). The Group leases houses and buildings as offices and production plants, with lease terms ranging from 2 to 20 years. In addition, the Group also leases machinery and transport for the production and manufacture of automotive parts, with lease terms ranging from 2 to 5 years. 10 GOODWILL As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,559,814 9,492,933 Accumulated impairment loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,267,179) (2,276,618) 7,292,635 7,216,315 A CGU to which goodwill has been allocated is tested for impairment by the management annually, and whenever there is an indication that the unit may be impaired. As at 30 June 2025, the management has considered and assessed all available internal and external sources of information and has not identified any indications that an impairment loss of goodwill may have occurred during the six months ended 30 June 2025. Therefore the management did not make a formal estimate of the recoverable amounts of each CGU as at 30 June 2025. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-18 – --- page 639 --- 11 OTHER FINANCIAL ASSETS As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Non-current financial assets measured at FVPL Equity instruments – Listed equity securities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,822 22,173 – Unlisted equity instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118251,216 170,933 Reinsurance of defined benefit plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,012 52,868 Negotiable certificates of deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118302,280 – 624,330 245,974 Current financial assets measured at FVPL Financial products (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118376,698 70,932 Listed equity securities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896,369 75,900 Current financial assets measured at amortised cost (Note (i)) Term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118340,371 413,650 813,438 560,482 Notes: (i) Term deposits of RMB340,371,000 (unaudited) as at 30 June 2025 (31 December 2024: RMB413,650,000) are with the term more than 3 months, which are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest. These financial products are measured at amortized cost. (ii) The Group invested some financial products issued by banks and other financial institutions with its idle funds. These wealth management products usually have a preset maturity period and expected return, covering a wide range of investments, including government and corporate debentures, central bank bills, currency market funds, and other Chinese listed and unlisted equity securities. These financial products are classified as financial assets at fair value through profit or loss. 12 INVENTORIES As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,318,310 5,875,174 Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,281,662 1,988,080 Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,595,535 1,773,126 10,195,507 9,636,380 Less: Provision for diminution in value of inventories /H1118/H1118/H1118/H1118/H1118/H1118(651,638) (544,441) 9,543,869 9,091,939 APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-19 – --- page 640 --- 13 CONTRACT LIABILITIES As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Advances from sales of automotive components /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,758 66,569 Advances on tooling and R&D services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118679,479 667,156 726,237 733,725 Note: Contract liabilities primarily relate to the advance payments received from customers for deliveries of goods and for services to be performed. In the case for which contract liabilities are recognised, the customer has already paid the consideration or part of the consideration, but the Group has generally not yet satisfied its performance obligation or has done so only to a limited extent. The amount of RMB245,233,000 included in contract liabilities at 31 December 2024 has been recognised as revenue in the six months ended 30 June 2025. 14 TRADE AND OTHER RECEIV ABLES As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Trade receivables – Third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,234,979 8,812,749 – Related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,667 18,194 Bills receivable (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/H1118853,884 720,182 Receivables to be factored /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,298 112,093 Less: allowance for doubtful debts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(156,731) (152,703) Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,005,097 9,510,515-------- -------- Other receivables – Tax recoverable and refund receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,553,441 1,380,344 – Deposits and prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118213,836 173,908 – Staff advance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882,832 78,714 – Receivable on disposal of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,701 – – Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118232,405 211,067 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/H1118/H1118/H1118/H11182,116,215 1,844,033-------- -------- Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,121,312 11,354,548 Other receivables – Compensation receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,590 56,586 – Overpayment of tax in previous years by overseas subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276,419 243,501 – Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,467 3,942 Non–current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118340,476 304,029 Note: As at 30 June 2025, bills receivable of RMB673,851,000 (unaudited) (31 December 2024: RMB469,511,000), compose of bank acceptance bills, whose fair values approximate to their carrying values were classified as financial assets at FVOCI under IFRS 9. The fair value changes of these bills receivable measured at FVOCI were insignificant during the year. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-20 – --- page 641 --- As at 30 June 2025, other bills receivable of RMB180,033,000 (unaudited) (31 December 2024: RMB250,671,000) are measured at amortised cost, including bank and commercial acceptance bills. Bills receivable mainly represent short-term bank acceptance receivable that entitle the Group to receive the full face amount from the banks at maturity, which generally ranges from 3 to 6 months from the date of issuance. Historically, the Group had experienced no credit losses on bills receivable. The Group from time to time endorses bills receivable to suppliers in order to settle trade payables. Ageing analysis: As at the end of each reporting period, the ageing analysis of trade debtors, based on the revenue recognition date, is as follows: As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,147,256 8,742,035 More than 1 year but within 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,978 78,469 More than 2 years but within 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,418 7,481 More than 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118994 2,958 9,246,646 8,830,943 Less: Provision for bad and doubtful debts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(156,731) (152,703) 9,089,915 8,678,240 15 PREPAYMENTS AND OTHER ASSETS As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Payment to OEM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118596,433 496,678 Prepayment for long-term assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241,775 165,589 Contract costs and others (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,279,398 1,008,997 Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,117,606 1,671,264------- ------- Purchase of raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118119,793 112,302 Purchase of tooling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118122,303 83,259 Deferred expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118215,551 207,914 Contract costs and others (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,718,423 1,552,193 Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,176,070 1,955,668------- ------- 4,293,676 3,626,932 Note: Contract costs and others mainly include costs incurred in the initial activities carried out by the Group for the fulfillment of the contract, which are costs and expenses incurred by the Group for the fulfillment of contractual obligations prior to the formal delivery of the relevant products after the signing of supply agreements with certain OEMs, and such costs and expenses will be recovered in subsequent supply orders. Accordingly, the costs and expenses incurred by the Group are capitalised and amortised when anticipated future vendor purchases occur. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-21 – --- page 642 --- 16 CASH AND CASH EQUIV ALENTS AND OTHER CASH FLOW INFORMATION As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Cash at bank /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,931,644 6,848,962 Less: Restricted cash (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,207,638) (869,892) Cash and cash equivalents in the consolidated statement of financial position and the consolidated cash flow statement /H1118 5,724,006 5,979,070 Note: Restricted cash of RMB1,207,638,000 (unaudited) as at 30 June 2025 (31 December 2024: 869,892,000), mainly was pledged for loans and bank acceptance bills. 17 DISPOSAL GROUP HELD FOR SALE As at 30 June 2025, the disposal group was stated at the lower of their carrying amounts and fair value less costs to sell and comprised the following assets and liabilities: In 2024, the Group plans to sell two of its subsidiaries (Plant A and Plant B). As of 31 December 2024, the relevant transactions have been approved by the shareholders or board of directors of the subsidiaries and agreements have been signed. The transaction for Plant A has been completed on 18 February 2025 and the transaction for Plant B is expected to be completed in 2025. As of 30 June 2025, the related assets of the subsidiaries held for sale have been written down to their net fair value minus estimated disposal costs and are classified as “assets held for sale”. (a) Assets held for sale: As at 30 June 2025 Cost Provision for impairment Carrying amount Fair value Expected expense for disposal RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Plant B disposal project /H1118/H1118 21,172 – 21,172 28,100 562 As at 31 December 2024 Cost Provision for impairment Carrying amount Fair value Expected expense for disposal RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Plant A disposal project /H1118/H1118 248,327 (46,470) 201,857 201,857 – Plant B disposal project /H1118/H1118 19,451 – 19,451 25,168 503 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118267,778 (46,470) 221,308 227,025 503 APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-22 – --- page 643 --- (b) Liabilities directly associated with the assets held for sale: As at 30 June As at 31 December 2025 2024 Carrying amount Carrying amount RMB’000 RMB’000 (Unaudited) Plant A disposal project /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 94,031 Plant B disposal project /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 94,031 As at 30 June 2025, there were no liabilities directly associated with the assets held for sale. 18 LOANS AND BORROWINGS The short-term loans and borrowings were as follows: As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Pledged loans (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239,977 212,824 Loans secured by mortgages (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 515,418 Guaranteed loans (Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118492,861 – Unsecured short-term loans (Note (iv)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,373,434 4,235,561 Add: Current portion of long-term loans and borrowings /H1118/H1118/H1118/H11185,657,885 3,532,054 11,764,157 8,495,857 As at 30 June 2025, the annual interest rates of major short-term loans borrowings range from 2.05% to 5.13% (unaudited) (31 December 2024: from 1.65% to 8.70%). (i) As at 30 June 2025, the pledged loans mainly include multiple short-term loan principal of RMB210,000,000 (unaudited), borrowed from China Construction Bank through pledge of patent (31 December 2024: RMB156,000,000). (ii) As at 30 June 2025, the mortgage loans are mainly the principal of Nil, borrowed from the Postal Savings Bank of China with the Company’s real estate as collateral (31 December 2024: RMB500,000,000). (iii) As at 30 April 2025, guaranteed loans mainly include the principal of RMB492,500,000 borrowed from Industrial and Commercial Bank of China guaranteed by Joyson Group collateral (31 December 2024: Nil). (iv) As at 30 June 2025, the unsecured loans mainly include multiple short-term loan principal of RMB612,230,000 (unaudited) (31 December 2024: RMB250,000,000), borrowed from China Merchants Bank; multiple short-term loan principal of RMB480,000,000 (31 December 2024: RMB531,800,000), borrowed from Bank of Communication; multiple short-term loan principal of RMB396,700,000 (31 December 2024: RMB251,500,000), borrowed from Industrial Bank; multiple short-term loan principal of RMB144,500,000 (31 December 2024: RMB208,000,000), borrowed from Bank of China; multiple short-term loan principal of RMB100,000,000 (31 December 2024: nil), borrowed from Export-Import Bank of China; the principal of EUR60,000,000, equivalent to RMB504,144,000 (31 December 2024: EUR60,000,000, equivalent to RMB451,542,000), borrowed from Unicredit Bank; the principal of EUR6,323,000, equivalent to RMB53,130,000 (31 December 2024: EUR18,930,000, equivalent to RMB142,460,000), borrowed from BNP Paribas Bank Polska; the principal of APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-23 – --- page 644 --- EUR254,510,000, equivalent to RMB2,138,497,000 (31 December 2024: EUR221,960,000, equivalent to RMB1,670,402,000), borrowed from Commerzbank; short-term loan principal of RMB500,000,000 (31 December 2024:Nil), borrowed from the Postal Savings Bank of China. The long-term loans and borrowings were as follows: As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Pledged loans (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,097,792 8,187,658 Loans secured by mortgages (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,593,942 484,844 Guaranteed loans (Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,746,439 3,630,000 Unsecured long-term loans (Note (iv)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,533,818 6,414,978 Less: Current portion of long-term loans and borrowings /H1118/H1118/H1118/H1118(5,657,885) (3,532,054) 14,314,106 15,185,426 As at 30 June 2025, the annual interest rates of major long-term loans borrowings range from 1.15% to 7.00% (unaudited) (31 December 2024: from 1.15% to 8.41%). (i) As at 30 June 2025, pledged loans mainly include multiple long-term loans from Deutsche Bank, including the principal of EUR240,876,000, equivalent to RMB2,032,451,000 (unaudited) (31 December 2024: EUR282,926,000, equivalent to RMB2,107,116,000); USD168,550,000, equivalent to RMB1,206,586,000 (31 December 2024: USD212,631,000, equivalent to RMB1,389,450,000); JPY24,024,714,000, equivalent to RMB1,194,080,000 (31 December 2024: JPY19,875,932,000, equivalent to RMB908,130,000) and the principal of RMB1,619,591,000 (31 December 2024: RMB1,747,778,000); the principal of RMB1,092,219,000 (31 December 2024: RMB1,144,728,000), borrowed from China Merchants Bank expiring on 12 July 2027; the principal of RMB616,059,000 (31 December 2024: RMB635,000,000), borrowed from China Construction Bank expiring on 31 December 2027; the principal of RMB268,000,000 (31 December 2024: RMB270,000,000), borrowed from Industrial Bank Co., Ltd. expiring on 26 December 2028. The above-mentioned loans are mainly secured by substantial assets of Joyson Safety Systems and shares of Joyson Quin. (ii) As at 30 June 2025, mortgage loan mainly includes multiple long-term loan principal of RMB547,145,000 (unaudited) (31 December 2024: RMB261,221,000), borrowed from China Construction Bank expiring from 2 January 2028 to 30 December 2029; long-term loan principal of EUR14,107,000, equivalent to RMB118,532,000 (31 December 2024: EUR16,224,000, equivalent to RMB122,096,000), borrowed from Unicredit Bank expiring from 30 September 2025 to 31 December 2028; long-term loan principal of RMB819,000,000 (31 December 2024: RMBNil), borrowed from the Export-Import Bank of China expiring from 9 July 2026 to 21 February 2035. The loans mentioned above is mortgaged by real estate. (iii) As at 30 June 2025, guaranteed loans mainly include multiple long-term loans from China Construction Bank with a total principal of RMB1,097,500,000 (unaudited) (31 December 2024: RMB1,498,520,000); multiple long-term loan principal of RMB900,000,000 (31 December 2024: RMB902,150,000) borrowed from Bank of China; long-term loan principal of RMBNil (31 December 2024: RMB350,000,000) borrowed from the Export-Import Bank of China; and multiple long-term loan principal of RMB1,218,950,000 (31 December 2024: RMB333,950,000) borrowed from Agricultural Bank of China and long-term loan principal of RMB499,900,000 (31 December 2024: RMB500,000,000) borrowed from Industrial Bank. The above borrowings will expire from 16 February 2026 to 29 May 2028, which are all guaranteed by Joyson Group. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-24 – --- page 645 --- (iv) As at 30 June 2025, the unsecured loans mainly include multiple long-term loans from the Export-Import Bank of China with a total principal of RMB1,245,127,000 (unaudited) (31 December 2024: RMB1,322,422,000); multiple long-term loans from Industrial and Commercial Bank of China with a total principal of RMB1,156,000,000 (31 December 2024: RMB1,203,600,000); multiple long-term loans from Agricultural Bank Of China with a total principal of RMB285,500,000 (31 December 2024: RMB590,000,000); multiple long-term loans from China Construction Bank with a total principal of RMB799,800,000 (31 December 2024: RMB249,900,000); multiple long-term loans from Bank of China with a total principal of RMB564,172,000 (31 December 2024: RMB578,500,000); multiple long-term loans from Industrial Bank with a total principal of RMB259,900,000 (31 December 2024: RMB260,000,000); multiple long-term loans from Postal Savings Bank of China with a total principal of RMB198,467,000 (31 December 2024: RMB445,000,000) and multiple long-term loans from Commerzbank with a principal of EUR194,875,000, equivalent to RMB1,637,418,000 (31 December 2024: EUR179,063,000, equivalent to RMB1,347,571,000). The expire date is from 18 July 2025 to 29 August 2034. 19 TRADE AND OTHER PAYABLES As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,518,340 10,945,151 Accrual expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118467,661 543,652 Sales discounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118857,018 646,185 Accrued payroll, welfare and bonus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,650,616 1,600,075 Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118504,628 678,290 Dividends payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,671 15,615 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118723,566 786,460 Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,735,500 15,215,428 Claim liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193,665 185,909 Other long-term employee benefits payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118280,267 240,610 Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,581 21,161 Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118506,513 447,680 As at 30 June 2025, there was no significant single item of accounts payable with ageing of more than one year (31 December 2024: Nil). 20 PROVISIONS As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Product Warranties and claims /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118616,342 565,762 Restructuring Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118161,576 426,508 Environmental Recovery Obligations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,510 9,386 787,428 1,001,656 Less: current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(499,111) (752,338) Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118288,317 249,318 APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-25 – --- page 646 --- 21 CAPITAL, RESERVES AND DIVIDENDS (a) Dividends Dividends payable to equity shareholders attributable to the previous financial year, approved and paid during the interim period: Six months ended 30 June 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) Final dividend in respect of the previous financial year, approved and paid during the following interim period, of RMB2.6 per 10 ordinary share (six months ended 30 June 2024: RMB2.6 per 10 ordinary share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118360,042 363,207 (b) Issued share capital As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Ordinary shares of RMB1 each, issued and fully paid /H1118/H1118/H1118/H1118/H1118/H11181,408,702 1,408,702 (c) Treasury shares During the six months ended 30 June 2025, the Company repurchased 11,434,380 treasury shares amounting to approximately RMB193,436,000 (unaudited) (30 June 2024: 7,227,275 shares, RMB112,582,000). As at 30 June 2025, these shares had not been cancelled. The balances as of 30 June 2025 included the value of the 24,098,395 (unaudited) treasury shares to be cancelled and the value of 5,879,600 treasury shares granted to the 2021 Joyson Employee Stock Ownership Plan. (d) Nature and purposes of reserves (i) Share premium The share premium represents the excess of capital injections made by the equity shareholders over the par value of the shares issued. (ii) PRC statutory reserve According to the PRC Company Law, the Company’s PRC subsidiaries are required to transfer 10% of their profit after taxation, as determined under the PRC accounting regulations, to statutory reserve until the reserve balance reaches 50% of the registered capital. For the purpose of calculating the transfer to reserve, the profit after taxation shall be the amount determined based on the statutory financial statements prepared in accordance with PRC accounting standards. The transfer to this reserve must be made before distribution of dividend to shareholders. Statutory reserve fund can be used to cover previous years’ losses, if any, and may be converted into share capital by the issue of new shares to shareholders in proportion to their existing shareholdings or by increasing the par value of the shares currently held by them, provided that the balance after such issue is not less than 25% of the registered capital. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-26 – --- page 647 --- (iii) Share-based payment reserve The share-based payment reserve represents the portion of the grant date fair value of the restricted shares of the Company, granted to the employees of the Group that has been recognized in accordance with the accounting policy adopted for share-based payments. (iv) Other reserve Other reserve mainly includes: (a) hedging reserve which comprises the effective portion of the cumulative net change in the fair value of hedging instruments used in cash flow hedges pending subsequent recognition of the hedged cash flow in accordance with the accounting policy adopted for cash flow hedges, as well as the effective portion of the cumulative changes in the value of the hedging instruments used in CNY net investment hedges in accordance with the accounting policy adopted for net investment hedges; (b) fair value reserve which comprises remeasurements arising from defined benefit retirement plans obligations including comprise actuarial gains and losses, the return on plan assets (excluding amounts included in net interest on the net defined benefit liability (asset)) and any change in the effect of the asset ceiling (excluding amounts included in net interest on the net defined benefit liability (asset)). The reserve is dealt with in accordance with the accounting policies; (c) exchange reserve which comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations; and (d) reserve arising from transactions with non-controlling interest in Note 25. (e) Capital management The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, by pricing products and services commensurately with the level of risk and by securing access to finance at a reasonable cost. The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher shareholder returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position, and makes adjustments to the capital structure in light of changes in economic conditions. The Group’s overall strategy remains unchanged throughout the six months ended 30 June 2025. The Group monitors its capital structure with reference to its debt position. The Group’s strategy is to maintain the equity and debt in a balanced position and ensure there are adequate working capital to service its debt obligations. The Group’s debt to asset ratio, being the Group’s total liabilities over its total assets, as at 30 June 2025 was 69.5% (unaudited) (31 December 2024: 69.1%). APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-27 – --- page 648 --- 22 FINANCIAL FAIR V ALUES OF FINANCIAL INSTRUMENTS (a) Financial assets and liabilities measured at fair value Fair value hierarchy The following table presents the fair value of the Group’s financial instruments measured at the end of the reporting period on a recurring basis, categorised into the three-level fair value hierarchy as defined in IFRS 13, Fair value measurement. The level into which a fair value measurement is classified is determined with reference to the observability and significance of the inputs used in the valuation technique as follows:  Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date  Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available  Level 3 valuations: Fair value measured using significant unobservable inputs As at 30 June 2025 (Unaudited) Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000 Fair value measured on a recurring basis Financial assets measured at FVPL (Note 11) – Listed equity securities /H1118/H1118/H1118110,191 – – 110,191 – Financial products /H1118/H1118/H1118/H1118/H1118/H1118– 376,698 – 376,698 – Equity instruments /H1118/H1118/H1118/H1118/H1118/H1118– – 251,216 251,216 – Reinsurance of defined benefit plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 57,012 57,012 – Negotiable certificates of deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 302,280 – 302,280 Derivative financial instruments – Foreign currency forward contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9,509 – 9,509 – Interest rate swaps /H1118/H1118/H1118/H1118/H1118/H1118– 55,246 – 55,246 Financial assets measured at FVOCI – Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 673,852 673,852 – Receivables to be factored /H1118 – – 61,298 61,298 110,191 743,733 1,043,378 1,897,302 Derivative financial liabilities /H1118 – 30,588 – 30,588 APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-28 – --- page 649 --- As at 31 December 2024 Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000 Fair value measured on a recurring basis Financial assets measured at FVPL (Note 11) – Listed equity securities /H1118/H1118/H1118 98,073 – – 98,073 – Financial products /H1118/H1118/H1118/H1118/H1118/H1118– 70,932 – 70,932 – Equity instruments /H1118/H1118/H1118/H1118/H1118/H1118– – 170,933 170,933 – Reinsurance of defined benefit plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 52,868 52,868 Derivative financial instruments – Interest rate swaps /H1118/H1118/H1118/H1118/H1118/H1118– 90,435 – 90,435 Financial assets measured at FVOCI – Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 469,511 469,511 – Receivables to be factored /H1118 – – 112,093 112,093 98,073 161,367 805,405 1,064,845 Derivative financial liabilities /H1118 – 16,146 – 16,146 The fair value of interest rate swaps is the estimated amount that the Group would receive or pay to terminate the swap at the end of the reporting period, taking into account current interest rates, the current creditworthiness and foreign exchange rate of the swap counterparties. The fair value of foreign forward exchange contracts in Level 2 is determined by discounting the contractual forward price and deducting the current spot rate. The discount rate used is derived from the relevant government yield curve as at the end of the reporting period plus an adequate constant credit spread. The fair value of financial instruments traded in an active market is determined at the quoted market price; and the fair value of those not traded in an active market is determined by the Group using valuation technique. The valuation models used mainly comprise discounted cash flow model and market comparable company model. The major inputs of the valuation model include expected rate of return and discount of lack of market liquidity. During the six months ended 30 June 2025, there were no transfers, or transfers into or out of Level 3 (six months ended 30 June 2024: Nil). The Group’s policy is to recognize transfers between levels of fair value hierarchy as at the end of the reporting period in which they occur. The changes in Level 3 assets are analyzed below: Financial assets at FVOCI Financial assets at FVPL Total RMB’000 RMB’000 RMB’000 As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118304,464 213,590 518,054 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118252,727 – 252,727 Disposals/settlements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(304,464) (2,942) (307,406) Changes in fair value recognized in other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– Changes in fair value recognized in profit or loss. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,656) (1,656) As at 30 June 2024 (Unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118252,727 208,992 461,719 APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-29 – --- page 650 --- Financial assets at FVOCI Financial assets at FVPL Total RMB’000 RMB’000 RMB’000 As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118581,604 223,801 805,405 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118735,150 80,658 815,808 Disposals/settlements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,604) (1,034) (582,638) Changes in fair value recognized in other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– Changes in fair value recognized in profit or loss. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,803 4,803 As at 30 June 2025 (Unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118735,150 308,228 1,043,378 The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements of material financial assets and the sensitivity analysis of fair value to the inputs: Fair value Valuation technique(s) Significant unobservable input(s) Range of inputs (probability weighted average) Sensitivity of fair value to the input(s) As at 30 June 2025 As at 31 December 2024 RMB’000 RMB’000 (Unaudited) Financial assets at FVPL – Unlisted equity instruments /H1118/H1118/H1118/H1118/H1118 251,216 170,933 Recent transaction price N/A N/A N/A Financial assets at FVOCI – Bills receivable /H1118/H1118/H1118673,852 469,511 Discounted cash flow model Lack of marketability discount 0% N/A – Receivables to be factored /H1118/H1118/H1118/H1118/H1118/H1118/H1118 61,298 112,093 Discounted cash flow model Lack of marketability discount 0% N/A (b) Fair values of financial assets and liabilities carried at other than fair value The carrying amounts of the Group’s financial instruments carried at amortised cost are not materially different from their fair values as at 30 June 2025 because of the short-term maturities of all these financial instruments. 23 COMMITMENTS The Group had the following capital commitments at the end of the reporting period: As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Contracted for acquisition of property, plant and equipment, intangible assets and other long-term assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118668,459 529,035 APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-30 – --- page 651 --- 24 MATERIAL RELATED PARTY TRANSACTIONS (a) Names and relationships of the related parties that had material transactions with the Group The directors of the Company are of the view that the following parties/companies were significant related parties that had transactions with the Group during the six months ended 30 June 2025 and 2024, or had balances as at 30 June 2025 and 31 December 2024. Name of party Relationship with the Group Joyson Holding Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Parent company Ningbo PIA Automation Holding Co., Ltd. /H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party Ningbo Sci-Tech Park Joyson Property Management Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Under common control of ultimate controlling party Ningbo Junya Hotel Management Co., Ltd. /H1118/H1118/H1118/H1118Under common control of ultimate controlling party Ningbo Joyson Real Estate Development Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Under common control of ultimate controlling party PIA Automation Amberg GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party PIA Automation Bad Neustadt GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party PIA Automation USA Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party PIAMEX AUTOMA TION, S. de R.L. de C.V . /H1118/H1118/H1118Under common control of ultimate controlling party Joyson Europe Holding GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party Shanghai PIA Medical Technology Co., Ltd. /H1118/H1118/H1118/H1118Under common control of ultimate controlling party Ningbo PIA Artificial Intelligence and Humanoid Robotics Research Institute Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Under common control of ultimate controlling party Ningbo Junyun Hotel Management Co., Ltd. /H1118/H1118/H1118Under common control of ultimate controlling party Shanghai Y ouzhong Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118Under common control of ultimate controlling party Ningbo Hanling international Cultural and Art Exchange Center Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Under common control of ultimate controlling party Suzhou SME-CQ AUTOMOTIVE Safety TECHNOLOGY Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Associates Y anfeng KSS (Shanghai) Automotive Safety Systems Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A joint venture of subsidiaries Ningbo JoysonQuin Automotive Systems Holding Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Associates (before 18 December 2024) Ningbo JoysonQuin Automotive Trim Co., Ltd. /H1118/H1118A subsidiary of associates (before 18 December 2024) Shanghai Joyson Benyuan Automotive Components Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) JoysonQuin Automotive Systems GmbH /H1118/H1118/H1118/H1118/H1118/H1118A subsidiary of associates (before 18 December 2024) JoysonQuin Automotive Systems Mexico S.A. de C.V . /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) JoysonQuin Automotive Systems Polska Sp. z o.o. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) JoysonQuin Automotive Systems North America LLC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) Ningbo JoysonQuin Intelligent Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) Ningbo Joyson Automotive Trim Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A subsidiary of associates (before 18 December 2024) Ningbo Junyue Cloud New Energy Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 An associate of subsidiaries Ningbo Hengdagao Electronics Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118Others Zhu Xuesong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Vice-chairman Cai Zhengxin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Director Chen Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Director, Executive Li Junyu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Director, Executive Liu Y uan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Director, Executive (Resigned) Hua Muwen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Zhou Xingyou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor (Resigned) APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-31 – --- page 652 --- Name of party Relationship with the Group Weng Chunyan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor (Resigned) Wang Xiaowei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor (Resigned) Guo Jishun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive (Resigned) Y u Zhaohui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Dai Shenjun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor (Resigned) Liu Jinlin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor Guo Feier /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor Wang Y ude /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor Zhou Xingyou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Director * The official names of these entities are in Chinese. The English names are for identification purpose only. In addition to the related party information disclosed elsewhere in the financial statements, the Group entered into the following material related party transactions. (b) Key management personnel remuneration Six months ended 30 June 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) Salaries, wages and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,099 12,297 Equity-settled share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,439 2,324 20,538 14,621 Total remuneration is included in “staff costs” (see Note 4(b)). (c) Related parties transactions In addition to those related party transactions disclosed elsewhere in this Accountants’ Report, the Group entered into the following material related party transactions for the six months ended 30 June 2025 and 30 June 2024: Six months ended 30 June 2025 2024 RMB’000 RMB’000 (Unaudited) (Unaudited) Purchase of goods/receiving of services – Under common control of ultimate controlling party /H1118/H1118/H1118/H1118/H1118 92,715 53,681 – Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,547 91,772 Sale of goods/rendering of services – Under common control of ultimate controlling party /H1118/H1118/H1118/H1118/H1118 1,650 1,447 – Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118252 14,316 – Joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118120 2,316 Leases – The Group as the lessor: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,646 7,100 – The Group as the lessee: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,043 — Guarantee (Note (i)) – The Company as the guarantee holder /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,614,150 3,180,650 APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-32 – --- page 653 --- (d) Balance with related parties As at 30 June 2025 and 31 December 2024, the Group had the following balances with related parties: As at 30 June As at 31 December 2025 2024 RMB’000 RMB’000 (Unaudited) Trade in nature Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,667 15,230 Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110,343 49,595 Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247,535 295,259 Non-trade in nature Other payables (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000 10,000 Notes: (i) The management have no current plan to release all the outstanding guarantees provided by Joyson Group prior to the initial listing of H Shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited as the Directors believe that the early discharge of the guarantees is not in the best interests of the Group and its shareholders as a whole. (ii) The management do not plan to fully settle all amounts due to related parties that are non-trade in nature prior to the initial listing of H Shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited. 25 TRANSACTIONS WITH NON-CONTROLLING INTERESTS During the six months ended 30 June 2025, material transactions with non-controlling interests were as follows: (a) On 15 January 2025, the Board of Directors of the Company passed a proposal to increase the capital of Joyson Auto Safety Holdings S.A (hereinafter referred to as “JASH”), by about USD195 million in the form of converting debt to shares. The transaction was completed on 16 January 2025, and the Group’s effective interest of JASH increased from 56.50% to 59.46%. The Group recognized a decrease in other reserves of RMB260,466,000 and an increase in non-controlling interests of RMB260,466,000. (b) After obtaining control over Senssun in December 2024, the Company has further acquired 7,584,600 shares of Senssun during the six months ended 30 June 2025 from the secondary market, representing 5.7426% of its total issued share capital. Upon completion of these transactions, the Company recognized decreases in other reserves of RMB161,750,000 and decreases in non-controlling interests of RMB99,457,000. 26 IMMEDIATE AND ULTIMATE CONTROLLING PARTY As at the date of this report, the Directors consider the immediate parent and ultimate controlling party of the Group to be Mr. Wang Jianfeng, the Company’s chairman and legal representative. APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION – IA-33 – --- page 654 --- The following information does not form part of the Accountants’ Report from KPMG, Certified Public Accountants, Hong Kong, the Company’ s reporting accountants, as set out in Appendix I to this prospectus, and is included for illustrative information purposes only. The unaudited pro forma financial information should be read in conjunction with the section headed “Financial Information” in this prospectus and the Accountants’ Report set out in Appendix I to this prospectus. A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS The following unaudited pro forma statement of adjusted consolidated net tangible assets of the Group prepared in accordance with Rule 4.29 of the Listing Rules is to illustrate the effect of the Global Offering on the consolidated net tangible assets of the Group attributable to equity shareholders of the Company as if the Global Offering had been completed on 30 April 2025. The unaudited pro forma statement of adjusted consolidated net tangible assets has been prepared for illustrative purpose only and because of its hypothetical nature, it may not give a true picture of the financial position of the Group had the Global Offering been completed as at 30 April 2025 or any future date. Consolidated net tangible assets of the Group attributable to the equity shareholders of the Company as at 30 April 2025 Estimated net proceeds from the Global Offering Unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to the equity shareholders of the Company as at 30 April 2025 Unaudited pro forma adjusted consolidated net tangible assets attributable to the equity shareholders of the Company per Share RMB’000(1) RMB’000(2) RMB’000 RMB (3) HK$(4) Based on an Offer Price of HK$23.60 /H1118/H1118/H1118/H1118/H11185,180,004 3,160,401 8,340,405 5.44 5.95 Notes: (1) The consolidated net tangible assets of the Group attributable to equity shareholders of the Company as at 30 April 2025 is based on the total equity attributable to equity shareholders of the Company of RMB13,513,035,000 as at 30 April 2025, as shown in the Accountants’ Report as set out in Appendix I, with adjustments for goodwill and intangible assets attributable to equity shareholders of the Company of RMB4,445,569,000 and RMB3,887,462,000, respectively. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-1 – --- page 655 --- (2) The estimated net proceeds from the Global Offering are based on the estimated Offer Prices of HK$23.60 per Share, and the expected issuance of 155,100,000 Shares, after deduction of the estimated underwriting fees and other related listing expenses related to the Global Offering paid or payable by the Group (excluding the listing expenses which have been charged to profit or loss up to 30 April 2025), and does not take into account of any Shares which may be issued upon the exercise of the Over-allotment Option. (3) The unaudited pro forma adjusted consolidated net tangible assets attributable to equity shareholders of the Company per Share are arrived at after the above adjustment and on the basis that 1,533,576,448 Shares (excluding 30,225,095 treasury shares as shown in the Note 33(d) to the Accountants’ Report set out in Appendix I to the Prospectus) are expected to be in issue immediately following the completion of the Global Offering and assuming that the Global Offering had been completed on 30 April 2025 without taking into account of the Shares which may be issued upon exercise of the Over-allotment Option. (4) The estimated net proceeds from the Global Offering and the unaudited pro forma adjusted consolidated net tangible assets per Share are converted from or into Hong Kong dollars at an exchange rate of RMB1.00 to HK$1.0945, the exchange rate set by PBOC prevailing on the Latest Practicable Date. No representation is made that Hong Kong dollars amounts have been, could have been or may be converted into RMB, or vice versa, at that rate or at any other rate. (5) No adjustment has been made to reflect any trading results or other transactions of the Group entered into subsequent to 30 April 2025. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-2 – --- page 656 --- The following is the text of a report received from the reporting accountants, KPMG, Certified Public Accountants, Hong Kong, in respect of the Group’ s pro forma financial information for the purpose in this prospectus. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION TO THE DIRECTORS OFʮ̡ NINGBO JOYSON ELECTRONIC CORP. We have completed our assurance engagement to report on the compilation of pro forma financial information ofʮ̡ Ningbo Joyson Electronic Corp. (the “Company”) and its subsidiaries (collectively the “Group”) by the directors of the Company (the “Directors”) for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted net tangible assets as at 30 April 2025 and related notes as set out in Part A of Appendix II to the prospectus dated 28 October 2025 (the “Prospectus”) issued by the Company. The applicable criteria on the basis of which the Directors have compiled the pro forma financial information are described in Part A of Appendix II to the Prospectus. The pro forma financial information has been compiled by the Directors to illustrate the impact of the proposed offering of the ordinary shares of the Company (the “Global Offering”) on the Group’s financial position as at 30 April 2025 as if the Global Offering had taken place at 30 April 2025. As part of this process, information about the Group’s financial position as at 30 April 2025 has been extracted by the Directors from the Group’s historical financial information included in the Accountants’ Report as set out in Appendix I to the Prospectus. Directors’ Responsibilities for the Pro Forma Financial Information The Directors are responsible for compiling the pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” (“AG 7”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). Our Independence and Quality Management We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-3 – --- page 657 --- Our firm applies Hong Kong Standard on Quality Management 1 “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements”, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting Accountants’ Responsibilities Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements (“HKSAE”) 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus” issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the pro forma financial information in accordance with paragraph 4.29 of the Listing Rules, and with reference to AG 7 issued by the HKICPA. For purpose of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. The purpose of pro forma financial information included in an investment circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of events or transactions as at 30 April 2025 would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:  the related pro forma adjustments give appropriate effect to those criteria; and  the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-4 – --- page 658 --- The procedures selected depend on the reporting accountants’ judgement, having regard to the reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our procedures on the pro forma financial information have not been carried out in accordance with attestation standards or other standards and practices generally accepted in the United States of America, auditing standards of the Public Company Accounting Oversight Board (United States) or any overseas standards and accordingly should not be relied upon as if they had been carried out in accordance with those standards and practices. We make no comments regarding the reasonableness of the amount of net proceeds from the issuance of the Company’s shares, the application of those net proceeds, or whether such use will actually take place as described in the section headed “Future Plans and Use of Proceeds” in the Prospectus. Opinion In our opinion: (a) the pro forma financial information has been properly compiled on the basis stated; (b) such basis is consistent with the accounting policies of the Group, and (c) the adjustments are appropriate for the purposes of the pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules. KPMG Certified Public Accountants Hong Kong 28 October 2025 APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-5 – --- page 659 --- TAXATION OF SECURITY HOLDERS The taxation of income and capital gains of holders of H Shares is subject to the laws and practices of the PRC and of jurisdictions in which holders of H Shares are residents or otherwise subject to tax. The following summary of certain relevant taxation provisions is based on current effective laws and practices, and no predictions are made about changes or adjustments to relevant laws or policies, and no comments or suggestions will be made accordingly. The discussion has no intention to cover all possible tax consequences resulting from the investment in H Shares, nor does it take the specific circumstances of any particular investor into account, some of which may be subject to special regulations. Accordingly, you should consult your own tax adviser regarding the tax consequences of an investment in H Shares. The discussion is based upon laws and relevant interpretations in effect as of the date of this document, which is subject to change or adjustment and may have a retrospective effect. No issues on PRC or Hong Kong taxation other than income tax, capital appreciation, and profit tax, business tax/appreciation tax, stamp duty, and estate duty were referred to the discussion. Prospective investors are urged to consult their financial advisers regarding the PRC, Hong Kong, and other tax consequences of owning and disposing of H Shares. The PRC Taxation Taxation on Dividends Individual Investors Pursuant to the Individual Income Tax Law of the PRC (੻೼ ‘) (the “ IIT Law ”), which was promulgated by the Standing Committee of the National People’s Congress (the “ SCNPC ”) on September 10, 1980, and was most recently amended on August 31, 2018, and effective on January 1, 2019, and the Implementation Regulations of the IIT Law (ૢԷ‘), which was most recently amended on December 18, 2018, and effective on January 1, 2019, dividends distributed by PRC enterprises are subject to individual income tax levied at a flat rate of 20%. At the same time, according to the Notice on Issues Concerning Differentiated IIT Policies for Dividends and Bonuses of Listed Companies (ٝissued by the MOF, the SA T and the CSRC on September 7, 2015, and effective on September 8, 2015, where an individual acquires stocks of a listed company from public offering of the company or from the stock transfer market and holds the stocks for more than one year, the income from dividends is exempt from IIT; where an individual acquires stocks of a listed company from public offering of the company or from the stock transfer market and holds the stocks for one month or less, the full amount of such income from dividends shall be included in taxable income; if the individual holds the stocks for one month to one year, 50% of such income from dividends shall be included in taxable income; the aforesaid income is subject to an IIT at a flat rate of 20%. APPENDIX III TAXATION AND FOREIGN EXCHANGE – III-1 – --- page 660 --- For a foreign individual who is not a resident of the PRC, the receipt of dividends from an enterprise in the PRC is normally subject to an IIT of 20% unless specifically exempted by the tax authority of the State Council or reduced by relevant tax treaties. The PRC and the government of Hong Kong entered into the Arrangement between the Mainland of the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (ʫ τર‘) (the “ Arrangement ”) on August 21, 2006. Pursuant to the Arrangement, the PRC Government may levy taxes on the dividends paid by a PRC-resident enterprise to Hong Kong residents (including resident individuals and resident entities) in an amount not exceeding 10% of the total dividends payable by the PRC-resident enterprise unless a Hong Kong resident directly holds 25% or more of the equity interest in a PRC-resident enterprise, then such tax shall not exceed 5% of the total dividends payable by the PRC-resident enterprise. The Fifth Protocol of the Arrangement between Mainland China and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (<τર>ୋʞᙄ ‘) (the “ Fifth Protocol ”), which effective on December 6, 2019, adds a criteria for the qualification of entitlement to enjoy treaty benefits. Enterprise Investors In accordance with the Enterprise Income Tax Law of the PRC (ʕശɛ͏΍ձ਷Άุ ‘) (the “ EIT Law ”), which was promulgated by the SCNPC on March 16, 2007, and was most recently amended with immediate effect on December 29, 2018, and the Implementing Rules of the EIT Law (ૢԷ‘) most recently amended on December 6, 2024, the rate of EIT shall be 25%. A non-resident enterprise is generally subject to a 10% EIT on PRC-sourced income (including dividends received from a PRC resident enterprise that issues shares in Hong Kong), it does not have an establishment or premise in the PRC or has an establishment or premise in the PRC but its PRC-sourced income has no real connection with such establishment or premise. The aforesaid income tax payable by non-resident enterprises is deducted at source, where the payer of the income is required to withhold the income tax from the amount to be paid to the non-resident enterprise. The Circular on Issues Relating to the Withholding and Remittance of EIT by PRC Resident Enterprises on Dividends Distributed to Overseas Non-resident Enterprise Shareholders of H Shares (͏ΆุΣྤ̮H˾ϔ˾ᖮ ‘), which was issued and implemented by the SA T on November 6, 2008, further clarified that a PRC-resident enterprise must withhold EIT at a rate of 10% on the dividends of 2008 and onwards that it distributes to overseas non-resident enterprise shareholders of H Shares. In addition, the Response to Questions on Levying EIT on Dividends Derived by Non-resident Enterprise from Holding Stock such as B Shares (͏Άุ ՟੻Bҭᔧ‘), which was issued by the SA T and effective on July 24, 2009, further provides that any PRC-resident enterprise whose shares are listed on overseas stock exchanges must withhold and remit EIT at a rate of 10% on dividends of 2008 and onwards that it distributes to non-resident enterprises. Such tax rates may be further modified pursuant to the tax treaty or agreement that China has entered into with a relevant country or area, where applicable. APPENDIX III TAXATION AND FOREIGN EXCHANGE – III-2 – --- page 661 --- Pursuant to the Arrangement, the PRC Government may levy taxes on the dividends paid by a PRC-resident enterprise to Hong Kong residents (including resident individuals and resident entities) in an amount not exceeding 10% of the total dividends payable by the PRC-resident enterprise unless a Hong Kong resident directly holds 25% or more of the equity interest in a PRC-resident enterprise, then such tax shall not exceed 5% of the total dividends payable by the PRC-resident enterprise. 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. Although there may be other provisions under the Arrangement, the treaty benefits under the criteria shall not be granted in the circumstance where relevant gains, after taking into account all relevant facts and conditions, are reasonably deemed to be one of the main purposes for the arrangement or transactions which will bring any direct or indirect benefits under this Arrangement, except when the grant of benefits under such circumstance is consistent with relevant objective and goal under the Arrangement. The application of the dividend clause of tax agreements is subject to the requirements of PRC tax law and regulation, such as the Notice of the SAT on the Issues Concerning the Application of the Dividend Clauses of Tax Agreements (‘) issued with immediate effect on February 20, 2009. Tax Treaties Non-resident investors residing in jurisdictions which have entered into treaties or adjustments for the avoidance of double taxation with the PRC might be entitled to a reduction of the Chinese EIT imposed on the dividends received from PRC companies. The PRC currently has entered into avoidance of double taxation treaties or arrangements with a number of countries and regions, including but not limited to Hong Kong Special Administrative Region, Macau Special Administrative Region, Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States. Non-PRC resident enterprises entitled to preferential tax rates in accordance with the relevant taxation treaties or arrangements are required to apply to the Chinese tax authorities for a refund of the EIT in excess of the agreed tax rate, and the refund application is subject to approval by the Chinese tax authorities. Taxation on Share Transfer Individual Investors According to IIT Law and Implementation Regulations of IIT Law, the gains realized from the disposal of equity interests in PRC resident enterprises are subject to an individual income tax rate of 20%. Pursuant to Circular on Continuing to Temporarily Exempt Individual Income Tax on Income from the Transfer of Shares by Individuals (੻ ‘) issued by the MOF and the SA T on March 30, 1998, the income of individuals from the transfer of shares of listed enterprises continues to be exempted from individual income tax since January 1, 1997. On December 31, 2009, the MOF, the SA T and the CSRC jointly issued the Circular on Related Issues on Levying Individual Income Tax over the Income Received by Individuals from the Transfer of Restricted Shares of Listed Companies (‘), which APPENDIX III TAXATION AND FOREIGN EXCHANGE – III-3 – --- page 662 --- states that, since January 1, 2010, income derived by individuals from transfer of shares of listed companies issued to the public by the listed companies and transfer of shares of listed companies obtained from the market at the Shanghai Stock Exchange and the Shenzhen Stock Exchange shall continue to be exempted from individual income tax, except for the relevant shares which are subject to sales restriction (as defined in the Supplementary Notice on Issues Concerning the Levy of Individual Income Tax on Individuals’ Income from the Transfer of Restricted Shares of Listed Companies (੻೼ ‘) jointly issued and implemented by the above three departments on November 10, 2010. On December 27, 2024, the MOF, the SA T and the CSRC jointly issued the Announcement on the Further Improvement of the Administration of Individual Income Tax on the Transfer of Restricted Shares of Listed Companies by Individuals (ࡈ ʮѓ‘), which was effective on the date of issuance, and any inconsistency with this announcement shall be in accordance with this announcement. As of the Latest Practicable Date, no aforesaid provisions have expressly provided that individual income tax shall be levied from non-PRC resident individuals on the transfer of shares in PRC resident enterprises listed on overseas stock exchanges. To the knowledge of the Company, in practice, the PRC tax authorities have not levied income tax from non-PRC resident individuals on gains from the transfer of PRC resident enterprises listed overseas. However, there is no assurance that the PRC tax authorities will not change these practices which could result in levying income tax on non-PRC resident individuals on gains from the sale of H shares. Enterprise Investors In accordance with the EIT Law and the Implementation Regulations of EIT Law, a non-resident enterprise is generally subject to EIT at the rate of 10% on PRC-sourced income, including gains derived from disposal of equity interests in a PRC resident enterprise, if it does not have an establishment or premise in the PRC or has an establishment or premise in the PRC but its PRC-sourced income has no real connection with such establishment or premise. Such income tax payable for non-resident enterprises is deducted at source, where the payer of the income is required to withhold the income tax from the amount to be paid to the non-resident enterprise. Such tax may be reduced or exempted pursuant to relevant tax treaties or agreements on the avoidance of double taxation. Shanghai-Hong Kong Stock Connect Taxation Policy and Shenzhen-Hong Kong Stock Connect Taxation Policy On October 31, 2014 and November 5, 2016, the MOF, SA T and CSRC jointly issued the Circular on the Relevant Taxation Policies regarding the Pilot Inter-connected Mechanism for Trading on the Shanghai Stock Market and the Hong Kong Stock Market (ୃ̹ ‘) and the Circular on the Relevant Taxation Policies regarding the Pilot Inter-connected Mechanism for Trading on the Shenzhen Stock Market and the Hong Kong Stock Market (ʝᑌʝஷዚՓ༊ᓃϞᗫ೼ ‘), pursuant to which, the income from transfer differences and dividend and APPENDIX III TAXATION AND FOREIGN EXCHANGE – III-4 – --- page 663 --- bonus income derived by PRC enterprise investors from investing in stocks listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect shall be included in their total income and subject to EIT in accordance with the law. In particular, the dividend and bonus income derived by PRC resident enterprises which hold H shares for at least 12 consecutive months shall be exempted from EIT according to law. H-share companies do not withhold tax on dividends and bonus income of PRC enterprise investors, and the tax payable shall be declared and paid by enterprises. For dividends and bonuses received by PRC individual investors investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, H-share companies shall submit an application to China Securities Depository and Clearing Corporation Limited (the “ CSDC ”), which shall provide H-share companies with a register of PRC individual investors. H-share companies shall withhold individual income tax at a rate of 20%. Individual investors who have paid withholding tax outside the PRC may apply for tax credits at the competent tax authorities of the CSDC with valid tax deduction certificates. Individual income tax is levied on dividend and bonus income derived by PRC security investment funds from investing in stocks listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect in accordance with the above provisions. On August 21, 2023, the MOF, the SA T and the CSRC jointly issued the Announcement on the Continuation of Implementation of Individual Income Tax Policies Relating to Shanghai- Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect and Mutual Recognition of Funds between Mainland China and Hong Kong (׸ ʮѓ‘), which stipulates that for PRC individual investors, the transfer difference income derived from investing in stocks listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect and the trading of Hong Kong fund units through mutual recognition of funds will continue to be exempt from individual income tax on a temporary basis until December 31, 2027. Stamp Duty Pursuant to the Stamp Duty Law of the PRC (‘), which was promulgated by the SCNPC on June 10, 2021 and effective on July 1, 2022, PRC stamp duty is applicable to the entities and individuals that conclude taxable vouchers or conduct securities trading within the territory of the PRC, and the entities and individuals outside the territory of the PRC that conclude taxable vouchers that are used inside China. Therefore, the requirements of the stamp duty imposed on the transfer of shares of PRC listed companies shall not apply to the acquisition and disposal of H Shares by non-PRC investors outside the PRC. Estate Duty As of the Latest Practicable Date, no estate duty has been levied in the PRC under the PRC laws. APPENDIX III TAXATION AND FOREIGN EXCHANGE – III-5 – --- page 664 --- PRINCIPAL TAXATION OF OUR COMPANY IN THE PRC Enterprise Income Tax According to the EIT Law, enterprises and other income-generating organizations (hereinafter collectively referred to as “enterprises”) within the territory of the People’s Republic of China are the taxpayers of EIT and shall pay EIT in accordance with the provisions of the EIT Law. The EIT rate is 25%. Enterprises that are recognized as high and new technology enterprises in accordance with the Administrative Measures for the Determination of High and New Tech Enterprises (‘) issued by the MOF and the SA T are entitled to enjoy a preferential enterprise income tax rate of 15%, under which the validity period of the high and new technology enterprise qualification shall be three years from the date of issuance of the certificate. An enterprise can re-apply for such recognition as a high and new technology enterprise before or after the previous certificate expires. Enterprises are classified into resident enterprises and non-resident enterprises. A non-resident enterprise that does not have an establishment or place of business in the PRC, or has an establishment or place of business in the PRC but the income has no actual connection to such establishment or place of business, shall pay EIT on its income within the PRC and withhold at source, where the payer is the withholding agent. The tax shall be withheld by the withholding agent from the payment or due payment every time it is paid or due. Meanwhile, any gains realized on the transfer of shares by such investors are subject to EIT 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 According to the Interim Regulations on V alue-Added Tax of the PRC (ʕശɛ͏΍ձ ೼ᅲБૢԷ‘), which was recently amended with immediate effect on November 19, 2017, and the Implementation Rules for the Interim Regulations on V alue-Added Tax of the PRC (‘), which was recently amended on October 28, 2011 and effective on November 1, 2011, all enterprises and individuals that engage in the sale of goods, the provision of processing, repair and replacement services, sales of service, intangible assets and real estate and the importation of goods within the territory of the PRC shall pay value-added tax at the rate of 0%, 6%, 11% and 17% for the different goods it sells and different services it provides, except when specified otherwise. On December 25, 2024, the SCNPC promulgated the V alue-Added Tax Law of the People’ s Republic of China (‘), which will become effective on January 1, 2026 and the above interim regulations will be abolished. APPENDIX III TAXATION AND FOREIGN EXCHANGE – III-6 – --- page 665 --- According to the Notice on the Adjustment to VAT Rates (ஷ ‘), which was issued on April 4, 2018 and effective on May 1, 2018, the V A T rates of 17% and 11% applicable to the taxpayers who have V A T taxable sales activities or imported goods are adjusted to 16% and 10%, respectively. Subsequently, the MOF, the SA T and the General Administration of Customs of the PRC jointly issued the Announcement on Relevant Policies for Deepening V alue-Added Tax Reform (ʮѓ‘), which was promulgated on March 20, 2019 and effective on April 1, 2019, to further adjust the V A T rates of 16% and 10% applicable to the taxpayers who have V A T taxable sales activities or imported goods to 13% and 9%, respectively. FOREIGN EXCHANGE The lawful currency of the PRC is Renminbi, which is currently subject to foreign exchange control and cannot be freely converted into foreign currency. The State Administration of Foreign Exchange (the “ SAFE ”), with the authorization of the People’s Bank of China (the “ PBOC ”), is empowered with the functions of administering all matters relating to foreign exchange, including the enforcement of foreign exchange control regulations. The Regulations on Foreign Exchange Control of the PRC (ʕശɛ͏΍ձ਷̮ි၍ଣ ૢԷ‘), which was promulgated on January 29, 1996 and was recently amended with immediate effect on August 5, 2008, classifies all international payments and transfers into current account items and capital account items. Current account items are subject to the reasonable examination of the veracity of transaction documents and the consistency of the transaction documents and the foreign exchange receipts and payments by financial institutions engaging in the conversion and sale of foreign currencies and supervision and inspection by the foreign exchange control authorities. For capital account items, overseas organizations and overseas individuals making direct investments in China shall, upon approval by the relevant authorities in charge, process registration formalities with the foreign exchange control authorities. Foreign exchange income received overseas can be repatriated or deposited overseas, and foreign exchange and foreign exchange settlement funds under the capital account are required to be used only for purposes as approved by the competent authorities and foreign exchange administrative authorities. In the event that international revenues and expenditures occur or may occur a material misbalance, or the national economy encounters or may encounter a severe crisis, the State may adopt necessary safeguard and control measures on international revenues and expenditure. The Regulations for the Administration of Settlement, Sale and Payment of Foreign Exchange (‘), which was promulgated by the PBOC on June 20, 1996 and effective on July 1, 1996, removes other restrictions on convertibility of foreign exchange under current account items, while imposing existing restrictions on foreign exchange transactions under capital account items. APPENDIX III TAXATION AND FOREIGN EXCHANGE – III-7 – --- page 666 --- According to the Announcement on Improving the Reform of the Renminbi Exchange Rate Formation Mechanism (ʮѓ‘), which was promulgated by the PBOC and implemented on July 21, 2005, the PRC has started to implement a managed floating exchange rate system in which the exchange rate would be determined based on market supply and demand and adjusted with reference to a basket of currencies since July 21, 2005. Therefore, the RMB exchange rate was no longer pegged to the U.S. dollar. The PBOC would publish the closing price of the exchange rate of the RMB against trading currencies such as the U.S. dollar in the interbank foreign exchange market after the closing of the market on each working day, as the central parity of the currency against RMB transactions on the following working day. According to the relevant laws and regulations in the PRC, PRC enterprises (including foreign investment enterprises) which need foreign exchange for current item transactions may, without the approval of the foreign exchange administrative authorities, effect payment through foreign exchange accounts opened at the designated foreign exchange bank, on the strength of valid transaction receipts and proof. Foreign investment enterprises which need foreign exchange for the distribution of profits to their shareholders and PRC enterprises which, in accordance with regulations, are required to pay dividends to their shareholders in foreign exchange (such as our Company) may, on the strength of resolutions of the board of directors or the shareholders’ meeting on the distribution of profits, effect payment from foreign exchange accounts at the designated foreign exchange bank, or effect exchange and payment at the designated foreign exchange bank. According to the Decision of the State Council on Matters including Canceling and Adjusting a Batch of Administrative Approval Items (ᄲҭධ ‘) which was promulgated by the State Council on October 23, 2014, the approval requirement by the SAFE and its branches for the remittance and settlement of the proceeds raised from the overseas listing of the foreign shares into RMB domestic accounts is cancelled. Pursuant to the Notice of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration of Overseas Listing (׵ ‘) which was issued by the SAFE and became effective on December 26, 2014, a domestic company shall, within 15 business days from the date of the completion of its overseas listing issuance, register the overseas listing with the local branch office of SAFE at the place of its establishment; the proceeds from an overseas listing of a domestic company may be remitted to the domestic account or deposited in an overseas account, but the use of the proceeds shall be consistent with the content of the prospectus and other disclosure documents. A domestic company (except for bank financial institutions) shall present its certificate of overseas listing to open a special account 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. APPENDIX III TAXATION AND FOREIGN EXCHANGE – III-8 – --- page 667 --- According to the Circular on Further Simplifying and Improving Foreign Exchange Administration Policies of Direct Investment (ટ ‘), which was issued on February 13, 2015 and was recently amended with immediate effect on December 30, 2019, the confirmation of foreign exchange registration under domestic direct investment and the confirmation of foreign exchange registration under overseas direct investment shall be directly examined and handled by banks. 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 on Policies for Reforming and Regulating the Control over Foreign Exchange Settlement under the Capital Account (‘), which was issued on June 9, 2016 and was recently amended with immediate effect on December 4, 2023, discretionary foreign exchange settlement applies to foreign exchange capital. The tentative percentage of foreign exchange settlement for foreign currency earnings in the capital account of domestic institutions is 100%, subject to adjustment of the SAFE in due time in accordance with international revenue and expenditure situations. On January 26, 2017, Notice of the State Administration of Foreign Exchange on Further Promoting the Reform of Foreign Exchange Administration and Improving the Examination of Authenticity and Compliance (ҁഛॆྼΥ஝ ‘) was issued by the SAFE to further expand the scope of settlement for domestic foreign exchange loans with export background under goods trading, allows repatriation of funds under domestic guaranteed foreign loans for domestic utilization, allows settlement for domestic foreign exchange accounts of foreign institutions operating in the Free Trade Pilot Zones, and adopt the model of full-coverage RMB and foreign currency overseas lending management, where a domestic institution engages in overseas lending, the sum of its outstanding overseas lending in RMB and outstanding overseas lending in foreign currencies shall not exceed 30% of its owner’s equity in the audited financial statements of the preceding year. On October 23, 2019, the SAFE issued the Notice of the State Administration of Foreign Exchange on Further Facilitating Cross-Board Trade and Investment (׵ ‘), which was amended with immediate effect on December 4, 2023. The notice canceled restrictions on domestic equity investments made with capital funds by non-investing foreign-funded enterprises. In addition, restrictions on the use of funds for foreign exchange settlement of domestic accounts for the realization of assets have been removed and restrictions on the use and foreign exchange settlement of foreign investors’ security deposits have been relaxed. Eligible enterprises in the pilot area are also allowed to use revenues under capital accounts, such as capital funds, foreign debts and overseas listing revenues for domestic payments without providing materials to the bank in advance for authenticity verification on an item-by-item basis, while the use of funds should be true, in compliance with applicable rules and conforming to the current capital revenue management regulations. APPENDIX III TAXATION AND FOREIGN EXCHANGE – III-9 – --- page 668 --- THE PRC LEGAL SYSTEM The PRC legal system is based on the Constitution of the PRC (‘) (the “ Constitution ”), which was adopted on December 4, 1982 and was amended on April 12, 1988, March 29, 1993, March 15, 1999, March 14, 2004 and March 11, 2018. The PRC legal system is made up of written laws, administrative regulations, local regulations, autonomous regulations, separate regulations, rules and regulations of State Council departments, rules and regulations of local governments and international treaties of which the PRC Government is a signatory. Court judgments do not constitute legally binding precedents, although they are used for the purposes of judicial reference and guidance. The National People’s Congress (the “ NPC”) is empowered to exercise the power to formulate and amend basic laws governing state authorities, civil, criminal and other matters in accordance with the Constitution and the PRC Legislation Law (ج ‘) (the “ Legislation Law ”), which was promulgated on March 15, 2000, most recently amended on March 13, 2023 and effective on March 15, 2023. The SCNPC formulates and amends laws other than those required to be enacted by the NPC and to supplement and amend part of the laws enacted by the NPC during the adjournment of the NPC, provided that such supplements and amendments are not in conflict with the basic principles of such laws. The SCNPC is empowered to interpret, enact and amend other laws not required to be enacted by the NPC. The State Council is the highest organ of the PRC administration and has the power to formulate administrative regulations based on the Constitution and laws. The people’s congresses of the provinces, autonomous regions and municipalities and their respective standing committees may formulate local regulations based on the specific circumstances and actual requirements of their respective administrative areas, subject to the Constitution, laws and administrative regulations. The people’s congresses of larger cities and their respective standing committees may formulate local regulations based on the specific circumstances and actual requirements of such cities and take the same effect after submitting to the standing committee of the people’s congresses of provinces or autonomous regions for approval. The standing committee of the people’s congresses of provinces or autonomous regions shall examine the legality of local regulations submitted for approval, and such approval should be granted within four months if they are not in conflict with the constitution, laws, administrative regulations and local regulations of the province or autonomous region concerned. Where conflicts with the rules and regulations of the People’s Government of the province or autonomous region concerned are identified in the examination of local regulations of larger cities by the Standing Committee of the people’s congresses of provinces or autonomous regions, a decision should be made to deal with the matter. “Larger cities” refer to cities where the people’s governments of provinces or autonomous regions are located, cities where special economic zones are located and larger cities as approved by the State Council. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS –I V - 1– --- page 669 --- The ministries, committees, the PBOC, the National Audit Office of the State Council and institutions with administrative functions directly under the State Council may formulate department rules within the jurisdiction of their respective departments based on the laws and the administrative regulations, decisions and rulings of the State Council. Matters governed by the department rules and regulations should be those for the enforcement of the laws and administrative regulations, decisions and rulings of the State Council. The people’s governments of provinces, autonomous regions, municipalities and larger cities may formulate rules based on the laws, administrative regulations and local regulations of such provinces and autonomous regions and municipalities. The Constitution has supreme legal authority and no laws, administrative regulations, local laws and regulations, autonomous regulations or separate regulations and rules may contravene the Constitution. The authority of laws is greater than administrative regulations, local regulations and rules. The authority of administrative regulations is greater than local regulations and rules. The authority of local regulations is greater than the rules of local government at the same level or at a lower level. The authority of the rules enacted by the people’s governments of provinces or autonomous regions is greater than those enacted by the people’s government of cities divided into districts or autonomous prefectures within the administrative areas of provinces or autonomous regions. The NPC has the power to alter or annul any inappropriate laws enacted by the SCNPC, and to annul any autonomous regulations and separate regulations which has been approved by the SCNPC but which contravene the Constitution and the Legislation Law. The SCNPC has the power to annul administrative regulations that contravene the Constitution and laws, and to annul local regulations that contravene the Constitution, laws and administrative regulations, as well as to annul the autonomous regulations and separate regulations approved by the standing committee of the people’s congresses of provinces, autonomous regions or municipalities directly under the central government, but which contravene the Constitution and the Legislation Law. The State Council has the power to alter or annul any inappropriate department rules and rules of local government. The people’s congresses of provinces, autonomous regions and municipalities directly under the central government have the power to alter or annul inappropriate local regulations enacted or approved by their respective standing committees. The standing committees of the local people’s congresses have the power to annul inappropriate rules enacted by the people’s governments at the corresponding level. The people’s governments of provinces and autonomous regions have the power to alter or annul inappropriate rules enacted by the people’s governments at a lower level. According to the Constitution, the power to interpret laws is vested in the SCNPC. Pursuant to the Decision of the SCNPC Regarding the Strengthening of Interpretation of the Law (Ӕᙄ‘) passed on June 10, 1981, the Supreme People’s Court has the power to give general interpretation on questions involving the specific application of laws and decrees in court trials. The State Council and its ministries and commissions are also vested with the power to give the interpretation of the administrative regulations and department rules which they have promulgated. Where the APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS –I V - 2– --- page 670 --- 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. THE PRC JUDICIAL SYSTEM According to the Constitution and the Organic Law of the People’ s Courts of the PRC (‘), which was adopted on July 5, 1979 and was most recently amended on October 26, 2018 and became effective on January 1, 2019, the judicial system of China is composed of the Supreme People’s Court, the local People’s Court, the military court and other special People’s Courts. Local People’s Courts are composed of grassroots People’s Courts, intermediate People’s Courts and higher People’s Courts. Grassroots People’s Courts may mainly set up civil, criminal, administrative, supervisory and legal enforcement departments. The structure of the intermediate People’s Court is similar to that of the grassroots People’s Court, and other courts may be set up as required. A higher level People’s Court shall supervise the trial work of the People’s Court at its lower levels. The Supreme People’s Court is the highest judicial organ in China, which has the right to supervise the trial work of People’s Courts at all levels and all special People’s Courts. The People’s Procuratorate also has the right to exercise legal supervision over the trial activities of the People’s Court. For the judgment of cases, the People’s Court implements the system whereby the second instance is the final instance. The parties may, in accordance with the procedures prescribed by law, appeal to the People’s Court at the next higher level the decision and ruling of the first instance of the local People’s Court. The People’s Procuratorate may protest to the People’s Court at the next higher level in accordance with the procedures prescribed by law. If the parties do not appeal or the People’s Procuratorate does not protest within the period of appeal, the judgment and ruling of the first instance of the local People’s Court at all levels is the final judgment and ruling with legal effect. The judgment and ruling of the intermediate People’s Court, the higher People’s Court and the Supreme People’s Court of second instance and the Supreme People’s Court of first instance are all final. Save for the judgment made by the Supreme People’s Court, the death penalty shall be reported to the Supreme People’s Court for approval. The Civil Procedure Law of the PRC (‘) (the “ Civil Procedure Law ”), which was promulgated by the SCNPC on April 9, 1991, most recently amended on September 1, 2023 and became effective on January 1, 2024, prescribes the provisions for instituting a civil procedure, 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 ruling. All parties to a civil action conducted within the PRC shall comply with the Civil Procedure Law. In general, a civil case is heard by the court located in the APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS –I V - 3– --- page 671 --- defendant’s place of domicile. The competent court may also be selected by express agreement amongst the parties to a contract provided that the court selected is located at the plaintiff’s or the defendant’s place of domicile, the place of executing or performing the contract or the object of the action. However, the provisions of this Law regarding the level of jurisdiction and exclusive jurisdiction shall not be violated. A foreign national or foreign enterprise shall have equal procedural rights and obligations as citizens or enterprises of the PRC. Should a juridical system of a foreign country limit the litigation rights of PRC citizens and enterprises, subject to the principle of reciprocity, the PRC courts may apply the same limitations to the citizens and enterprises (in China) of that foreign country. If any party in a civil action refuses to comply with a judgment or ruling made by a People’s Court or an award made by an arbitration tribunal in the PRC, the other party may apply to the People’s Court for the enforcement of the same within a stipulated period. Should anyone be unable to execute the judgment of the People’s Court within a stipulated period, as a result of any party’s application, the People’s Court shall enforce such a judgment in accordance with the law. When a party seeks to enforce a judgment or ruling of a People’s Court against a party who is not in China and does not own any property in China, he/she may apply to a foreign court with formal jurisdiction for recognition and enforcement of the judgment or ruling. If the People’s Court recognizes the validity of a legally effective judgment or ruling made by a foreign court applying for or requesting recognition and enforcement in accordance with an international treaty concluded or acceded to by China, or after reviewing in accordance with the principle of reciprocity, and considers that it does not violate the basic principles of the law in the PRC or national sovereignty, security or social and public interests, an enforcement order will be issued if enforcement is necessary, and relevant provisions shall be implemented. The People’s Court shall not recognize and enforce those who violate the basic principles of the law in the PRC or the sovereignty, security or public interests of the state. THE PRC COMPANY LA W, TRIAL MEASURES AND THE PRC GUIDELINES ON ARTICLES OF ASSOCIATION A joint stock company incorporated in the PRC and listed on the Hong Kong Stock Exchange shall mainly comply with the following laws and regulations of the PRC: The Company Law of the PRC (‘) (the “ PRC Company Law ”) was promulgated by the 5th meeting of the Standing Committee of the 8th National People’s Congress Session on December 29, 1993 and implemented on July 1, 1994. It was most recently amended on December 29, 2023 and effective on July 1, 2024. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS –I V - 4– --- page 672 --- The Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (‘) (the “ Trial Measures ”) and its five interpretative guidelines were promulgated by the CSRC on February 17, 2023 effective on March 31, 2023 and were applicable to the direct and indirect overseas share subscription and listing of domestic companies. According to the Guidelines on the Application of Regulatory Rules — No. 1 for Overseas Offering and Listing (ˏ — ྤ̮೯Бɪ̹ᗳୋ1໮‘) which was promulgated by the CSRC and implemented on February 17, 2023, the domestic companies that directly offer and list securities in overseas markets, shall formulate their articles of association in line with the Guidelines for Articles of Association of Listed Companies (ɪ̹ʮ̡௝೻ ˏ‘) (the “ Guidelines for Articles of Association ”) promulgated by the CSRC on March 16, 2006 and most recently amended with immediate effect on March 28, 2025. Set out below is a summary of the major provisions of the PRC Company Law, the Trial Measures, and the Guidelines for Articles of Association that are applicable to our Company. General Provisions “A joint stock limited company” means a corporate legal person incorporated under the PRC 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 notify all subscribers of the date of the meeting or make an announcement in this regard 15 days before the meeting. The inaugural meeting may be held only in 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 cast by subscribers presented at the meeting. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS –I V - 5– --- page 673 --- 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 PRC 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 provide that domestic enterprises that are listed overseas may raise funds and distribute dividends in foreign currencies or Renminbi. Under the Trial Measures, for a domestic company directly offering and listing overseas, shareholders of its domestic unlisted shares applying to convert such shares into shares listed and traded on an overseas trading venue shall conform to relevant regulations promulgated by the CSRC, and authorize the domestic company to file with the CSRC on their behalf. The domestic unlisted shares mentioned in the preceding paragraph refer to the shares that have been issued by domestic enterprises but have not been listed or listed for trading on domestic exchanges. Domestic unlisted shares shall be centrally registered and deposited with domestic securities registration and settlement institutions. The registration and settlement arrangements of overseas listed shares shall be subject to the provisions of overseas listing places. Under the PRC 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. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS –I V - 6– --- page 674 --- Increase in Share Capital Under the PRC Company Law, in the case of a joint stock limited company issuing new shares, resolutions shall be passed at the shareholders’ 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, more than half of the proceeds from the issuance of the new stocks shall be included in the registered capital. Additionally, if a company intends to make a 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 PRC Company Law: (i) to prepare a balance sheet and a property list; (ii) a company makes a resolution at a shareholders’ 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 a 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. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS –I V - 7– --- page 675 --- Share Buy-Back Under the PRC Company Law, a company shall not purchase its own shares. Except for the 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 stock plans or equity incentives; (iv) with respect to shareholders voting against any resolution adopted at the shareholders’ meeting on the merger or division of the company, the right to demand the 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 the maintenance of the corporate value and shareholders’ rights and interests of a listed company. The purchase of shares of a company for reasons specified in the case of (i) to (ii) above shall be subject to the resolution of the shareholders’ 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 shareholders’ 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 the 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 PRC 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 APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS –I V - 8– --- page 676 --- 20 days prior to the convening of the shareholders’ 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 PRC 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 a restricted period. Shareholders Under the PRC 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 shareholders’ meetings, resolutions of meetings of the board of directors, and financial and accounting reports; eligible shareholders may inspect the company’s accounting books and accounting vouchers; APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS –I V - 9– --- page 677 --- (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. Shareholders’ Meetings Under the PRC Company Law, the shareholders’ meeting of a joint stock limited company is made up of all shareholders. The shareholders’ 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; APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-10 – --- page 678 --- (viii) to amend the company’s articles of association; (ix) other functions and powers specified in provision of the articles of association. Under the PRC Company Law, annual shareholders’ meetings are required to be held once every year. An extraordinary shareholders’ 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 PRC 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; 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 shareholders’ meeting, the supervisory board should convene and preside over shareholders’ meeting in a timely manner. If the supervisory board fails to convene and preside over shareholders’ 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’ meeting. If the shareholders who separately or aggregately hold more than 10% of the shares of the company request to convene an interim shareholders’ meeting, the board of directors and the board of supervisors should, within 10 days after the receipt of such request, decide whether to hold an interim shareholders’ meeting and reply to the shareholders in writing. Notice of shareholders’ 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 shareholders’ meeting shall be given to all shareholders 15 days prior to the meeting. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS –I V - 1 1– --- page 679 --- 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 shareholders’ meeting. The convener shall issue a supplementary notice of the shareholders’ meeting within two days after receiving the proposal and announce the contents of the interim proposal. Under the PRC Company Law, a shareholder may entrust a proxy to attend a shareholders’ 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 PRC Company Law regarding the number of shareholders constituting a quorum in a shareholders’ meeting. Under the PRC Company Law, shareholders present at a shareholders’ 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’ meeting in accordance with the provisions of the articles of association or the resolutions of the shareholders’ 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’ meeting, and shareholders may consolidate their voting rights when casting a vote. Under the PRC 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’ 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 PRC 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. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-12 – --- page 680 --- 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 shareholders’ meetings and report its work to the shareholders’ meetings; (ii) to implement the resolutions of the shareholders’ 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. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-13 – --- page 681 --- Under the PRC Company Law, a person may not serve as a director of a company if he/she is: (i) a person without capacity or with restricted capacity; (ii) a person who has been sentenced to any criminal penalty due to an offence of corruption, bribery, encroachment of property, misappropriation of property, or disrupting the order of the socialist market economy, or has been deprived of political rights due to a crime, where a five-year period has not elapsed since the date of completion of the sentence; if he/she is pronounced for suspension of sentence, a two-year period has not elapsed since the expiration of the suspension period; (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 the “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 examine the implementation of resolutions of the board; (iii) to sign the securities issued by a company; (iv) to exercise other powers conferred by the board. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-14 – --- page 682 --- Supervisors Under the PRC Company Law, a joint stock limited company shall have a supervisory committee composed of not less than three members. The supervisory committee shall comprise shareholder representatives and an appropriate proportion of the company’s staff representatives, of which the proportion of staff representatives shall not be less than one-third and the specific proportion shall be stipulated in the articles of association. Employee representatives of the supervisory committee shall be democratically elected by the company’s employees at the employee representative assembly, employee general meeting or otherwise. Directors or senior management may not act concurrently as supervisors. The supervisory committee exercises the following powers: (i) to examine the company’s financial affairs; (ii) to supervise the directors and senior management in their performance of their duties and to propose the removal of directors and senior management who have violated laws, administrative regulations, the articles of association or resolutions of shareholders’ 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 shareholders’ 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 PRC Company Law; (v) to submit proposals to the shareholders’ meeting; (vi) to initiate legal proceedings against directors and senior management in accordance with the PRC Company Law; (vii) other functions and powers specified in the articles of association. Managers and Senior Management Under the PRC 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 exercises 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. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-15 – --- page 683 --- According to the PRC 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 PRC Company Law to comply with the relevant laws, regulations and the articles of association, and have fiduciary and diligent duties to the company. Directors, supervisors and senior management are prohibited from abusing their powers to accept bribes or other unlawful income and from misappropriating the company’s properties. Directors, supervisors and senior management are prohibited from: (i) embezzling the company’s property or misappropriating the company’s capital; (ii) depositing the company’s capital into accounts under his own name or the name of other individuals; (iii) giving bribes or accepting any other illegal proceeds by taking advantage of their power; (iv) accept and possess commissions paid by a third party for transactions conducted with the company; (v) unauthorized divulgence of confidential business information of the company; or (vi) other acts in violation of their fiduciary duty to the company. If any director, supervisor or senior management directly or indirectly concludes a contract or conducts a transaction with the company, he/she should report the matters relating to the conclusion of the contract or transaction to the board of directors or shareholders’ meeting, subject to the approval of the board of directors or shareholders according to the articles of association. The provisions of the preceding paragraph shall apply if any near relatives of the directors, supervisors or senior management, or any of the enterprises directly or indirectly controlled by the directors, supervisors or senior management or any of their near relatives, or any related parties with any other related-party relationship with the directors, supervisors or senior management, concludes a contract or conducts a transaction with the company. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-16 – --- page 684 --- Neither director, supervisor or senior management may take advantage of his/her position to seek any business opportunity that belongs to the company for himself/herself or any other person except under any of the following circumstances: (i) where he/she has reported to the board of directors or the shareholders’ meeting and has been approved by a resolution of the board of directors or the shareholders’ meeting according to the articles of association; or (ii) where the company cannot make use of the business opportunity as stipulated by laws, administrative regulations or the articles of association. Where any director, supervisor or senior management fails to report to the board of directors or the shareholders’ meeting and obtain approval by resolution of the board of directors or the shareholders’ meeting according to the articles of association, he/she may not engage in any business that is similar to that of the company where he/she holds office for himself/herself or for any other person. A director, supervisor or senior management who contravenes any law, regulation or the company’s articles of association in the performance of his duties resulting in any loss to the company shall be personally liable for the damages to the company. Finance and Accounting Under the PRC Company Law, a company shall establish its financial and accounting systems according to laws, administrative regulations and the regulations of the financial department of the State Council. At the end of each fiscal year, the company shall prepare financial and accounting reports which shall be audited by an accounting firm in accordance with the law. The financial and accounting reports shall be prepared in accordance with the laws, administrative regulations and the regulations of the financial department of the State Council. A joint stock limited company shall make its financial and accounting reports available at the company for inspection by the shareholders 20 days before the convening of an annual shareholders’ meeting. A joint stock limited company issuing its shares in public must publish its financial and accounting reports. When distributing each year’s after-tax profits, the company shall set aside 10% of its profits into its statutory reserve fund. The company can no longer withdraw statutory reserve funds if it has accumulated to more than 50% of the registered capital. If the statutory reserve fund of the company is insufficient to make up for the losses of the previous years, the current year’s profits shall be used to make up for the losses before making allocations to the statutory reserve in accordance with the preceding paragraph. After the company has made an allocation to the statutory reserve fund from its after-tax profit, it may also make an allocation to the discretionary reserve fund from its after-tax profit upon a resolution of the shareholders’ meeting. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-17 – --- page 685 --- A joint stock limited company may distribute profits in proportion to the number of shares held by its shareholders, except for profit distributions that are not in proportion to the number of shares held in accordance with the provisions of the articles of association of the joint stock limited company. The premium over the nominal value of the shares of a joint stock limited company from the issue of shares, the amount of share proceeds from the issuance of no-par shares that have not been credited to the registered capital and other incomes required by the financial department of the State Council to be treated as the capital reserve fund shall be accounted for as the capital reserve fund of the company. The reserve fund of the company shall be used to make up for losses of the company, expand the production and operation of the company or increase the capital of the company. Where the reserve fund of a company is used for making up losses, the discretionary reserve and statutory reserve shall be first used. If losses still cannot be made up, the capital reserve can be used according to the relevant provisions. When the statutory reserve fund is converted to increase registered capital, the balance of the statutory reserve shall not be less than 25% of the registered capital before such conversion. The company shall not keep accounts other than those provided by law. Appointment and Dismissal of Accounting Firms Pursuant to the PRC Company Law, the engagement or dismissal of an accounting firm responsible for the company’s auditing shall be determined by a shareholders’ meeting, the board of directors or the board of supervisors in accordance with the articles of association. The accounting firm should be allowed to make representations when the shareholders’ meeting, the board of directors or the board of supervisors conduct a vote on the dismissal of the accounting firm. The company should provide true and complete accounting evidence, accounting books, financial and accounting reports and other accounting information to the engaged accounting firm without any refusal or withholding or falsification of information. The Guidelines for Articles of Association provide that the company guarantees to provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting materials to the employed accounting firm, and shall not refuse, conceal or falsely report. And the audit fee of the accounting firm shall be decided by the shareholders’ meeting. Profit Distribution Where a company distributes profits to shareholders in violation of the provisions of the PRC Company Law, the shareholders shall refund the profits distributed to the company, and the shareholders, directors, supervisors, and senior management personnel who are responsible for causing losses to the company shall bear compensation liability. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-18 – --- page 686 --- Dissolution and Liquidation According to the PRC Company Law, a company shall be dissolved for the following reasons: (i) the term of business stipulated in the articles of association has expired or other events of dissolution specified in the articles of association have occurred; (ii) the shareholders’ meeting resolves to dissolve the company; (iii) dissolution is necessary due to a merger or division of the company; (iv) the business license is revoked, or the business license is ordered to be closed or revoked in accordance with laws; (v) where the company encounters serious difficulties in its operation and management and its continuance shall cause a significant loss in the interest of shareholders, and where this cannot be resolved through other means, shareholders who hold more than 10% of the total shareholders’ voting rights of the company may present a petition to a people’s court for the dissolution of the company with the support of the judgment. If any of the situations as mentioned in the preceding paragraph arises, a company shall publicize the situation through the National Enterprise Credit Information Publicity System within ten days. Where the company is dissolved in accordance with sub-paragraph (i) above, it may carry on its existence by amending its articles of association or upon a resolution of the shareholders’ meeting, which must be approved by more than two-thirds of the voting rights held by the shareholders present at the shareholders’ meeting. Where the company is dissolved pursuant to sub-paragraphs (i), (ii), (iv) or (v) above, it shall be liquidated. The directors, who are the liquidation obligors of the company, shall form a liquidation group to carry out liquidation within 15 days from the date of occurrence of the cause of dissolution. The liquidation group shall be composed of the directors, unless it is otherwise provided for in the company’s articles of association or it is otherwise elected by the shareholders’ meeting. The liquidation obligors shall be liable for compensation if they fail to fulfill their obligations of liquidation in a timely manner, and thus any loss is caused to the company or the creditors. If the liquidation group fails to be formed within the time limit or fails to carry out the liquidation after its formation, any interested party may request the People’s Court to designate relevant persons to form a liquidation group. The people’s court shall accept such request and organize a liquidation group to carry out the liquidation in a timely manner. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-19 – --- page 687 --- The liquidation committee shall exercise the following functions and powers during the liquidation period: (i) to liquidate the company’s property and respectively prepare a balance sheet and list of property; (ii) to notify creditors by notice or public announcement; (iii) to deal with the outstanding business of the company involved in the liquidation; (iv) to pay all outstanding taxes and taxes arising in the course of liquidation; (v) to liquidate claims and debts; (vi) distributing the remaining property of the company after paying off debts; (vii) to participate in civil litigations on behalf of the company. The liquidation group shall notify the company’s creditors within ten days as of its formation and shall make a public announcement in the newspaper or on the National Enterprise Credit Information Publicity System within 60 days. The creditors shall file their proofs of claim with the liquidation group within 30 days as of the receipt of the notice or within 45 days as of the issuance of the public announcement in the case of failing to receive such notice. The remaining property of the company after the payment of liquidation expenses, employees’ wages, social insurance expenses and statutory compensation, outstanding taxes and the company’s debts, shall be distributed to shareholders in proportion to their shareholdings. During the liquidation period, the company shall continue to exist but shall not carry out any business activities unrelated to the liquidation. The company’s assets shall not be distributed to the shareholders before the liquidation in accordance with the preceding paragraph. If the liquidation committee, having thoroughly examined the company’s assets and having prepared a balance sheet and an inventory of assets, discovers that the company’s assets are insufficient to pay its debts in full, it shall file an application to a people’s court for bankruptcy liquidation. After the People’s Court accepts the application for bankruptcy, the liquidation group shall hand over the liquidation matters to the bankruptcy administrator designated by the People’s Court. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-20 – --- page 688 --- Upon completion of the liquidation, the liquidation committee shall prepare a liquidation report to be submitted to the shareholders’ meeting or the people’s court for confirmation, and submit to the company registration authority to apply for cancellation of the company’s registration. The members of the liquidation group performing their duties of liquidation are obliged to loyalty and diligence. Any member of the liquidation group who neglects to fulfill his/her liquidation duties, thus causing any loss to the company shall be liable for compensation, and any member of the liquidation group who causes any loss to any creditor due to his/her intentional or gross negligence shall be liable for compensation. Where, after three years since the business license of a company is revoked, or the company is ordered to close down or is revoked, the company fails to apply for its deregistration with the company registration authority, the said authority may announce the company’s deregistration through the National Enterprise Credit Information Publicity System for a period of no less than 60 days. If there is no objection after the announcement period expires, the company registration authority may deregister the company. Overseas Listing According to the Trial Measures, where an issuer makes an overseas initial public offering or listing, it shall file with the CSRC within 3 working days after submitting the application documents for overseas issuance and listing. If an issuer issues securities in the same overseas market after overseas issuance and listing, it shall file with the CSRC within 3 working days after the completion of the issuance. If an issuer issues and lists in other overseas markets after overseas issuance and listing, it shall be filed in accordance with the provisions of the first paragraph of this article. Moreover, if the filing materials are complete and meet the requirements, the CSRC shall complete the filing within 20 working days from the date of receiving the filing materials, and publicize the filing information through the website. If the filing materials are incomplete or do not meet the requirements, the CSRC shall inform the issuer of the materials to be supplemented within 5 working days after receiving the filing materials. The issuer shall supplement the materials within 30 working days. Loss of Share Certificates A shareholder may, in accordance with the public notice procedures set out in the Civil Procedure Law, apply to a people’s court if his share certificate(s) in registered form is either stolen, lost or destroyed, for a declaration that such certificate(s) will no longer be valid. After the People’s Court declares that such certificate(s) will no longer be valid, the shareholder may apply to the company for the issue of a replacement certificate(s). APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-21 – --- page 689 --- Suspension and Termination of Listing The PRC Company Law has deleted provisions governing suspension and termination of listing. The PRC Securities Law (‘) (the “ Securities Law ”), which was promulgated by the SCNPC on December 29, 1998, most recently amended on December 28, 2019 and effective on March 1, 2020, has also deleted provisions regarding suspension of listing. Where listed securities fall under the delisting circumstances stipulated by the stock exchange, the stock exchange shall terminate its listing and trading in accordance with the business rules. According to the Trial Measures, in case of active or compulsory termination of listing, the issuer shall report the specific situation to the CSRC within 3 working days from the date of occurrence and announcement of the relevant matters. SECURITIES LA WS AND REGULATIONS The PRC has promulgated a series of laws and regulations to share issuance and trading as well as information disclosure. In October 1992, the State Council established the Securities Committee and the CSRC. The Securities Committee shall be responsible for coordinating the drafting of relevant laws and regulations on securities, formulating policies on securities matters, planning the development of the securities market, guiding, coordinating and supervising all institutions involved in securities matters in the PRC and managing the CSRC. The CSRC is the regulatory body of the Securities Committee and is responsible for drafting regulations on the supervision of the securities markets, supervising securities companies, supervising the public issuance of securities by Chinese companies in China or abroad, managing securities trading, compiling statistics on securities, and conducting research and analysis. In 1998, the Securities Committee was abolished by the State Council and its functions were undertaken by the CSRC. The CSRC is also responsible for the regulation and supervision of the national stock and futures markets in accordance with relevant laws, regulations and authorities. The Provisional Regulations Concerning the Issue and Trading of Shares (ୃ೯Бၾ ၍ଣᅲБૢԷ‘) promulgated by the State Council and effective on April 22, 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. The Securities Law took effect on July 1, 1999 and was amended on December 28, 2019 and took effect on March 1, 2020. It was the first national securities law in the PRC, and it is divided into 14 chapters and 226 articles, which include the issue and trading of securities, takeovers by listed companies, securities exchanges, securities companies and the duties and responsibilities of securities regulatory authorities. The Securities Law comprehensively regulates activities in the PRC securities market. Article 224 of the Securities Law stipulates APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-22 – --- page 690 --- that domestic enterprises issuing securities directly or indirectly abroad or listing and trading their securities abroad shall comply with the relevant provisions of the State Council. Article 225 of the Securities Law stipulates that the specific terms for subscription and transaction of shares of companies in the PRC in foreign currencies shall be separately stipulated by the State Council. Currently, the issue and trading of foreign-issued securities (including H shares) are principally governed by the regulations and rules promulgated by the State Council and CSRC. ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARDS The Arbitration Law of the PRC (‘) (the “ PRC Arbitration Law”) was promulgated by the SCNPC on August 31, 1994, effective on September 1, 1995, most recently amended on September 1, 2017 and effective on January 1, 2018. The PRC Arbitration Law provides that an arbitration committee may, before the promulgation of arbitration regulations by the PRC Arbitration Association, formulate interim arbitration rules in accordance with the PRC Arbitration Law and the Civil Procedure Law. Where the parties have agreed to settle disputes by means of arbitration, the People’s Court will refuse to handle a legal proceeding initiated by one of the parties at such people’s court, unless the arbitration agreement is invalid. Under the PRC Arbitration Law and the Civil Procedure Law, an arbitral award shall be final and binding on the parties. If a party fails to comply with an award, the other party to the award may apply to the People’s Court for enforcement. A people’s court may refuse to enforce an arbitral award made by an arbitration commission if there is any irregularity in the procedures or composition of arbitrators specified by law or the award exceeds the scope of the arbitration agreement or is outside the jurisdiction of the arbitration commission. A party seeking to enforce an arbitral award of a PRC arbitration panel against a party who, or whose property, is not within the PRC, may apply to a foreign court with jurisdiction over the case for enforcement. Similarly, an arbitral award made by a foreign arbitration body may be recognized and enforced by the PRC courts in accordance with the principles of reciprocity or any international treaty concluded or acceded to by the PRC. The PRC acceded to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New Y ork Convention”) adopted on June 10, 1958 pursuant to a resolution of the SCNPC passed on December 2, 1986. The New Y ork Convention provides that all arbitral awards made in a state which is a party to the New Y ork Convention shall be recognized and enforced by all other parties to the New Y ork Convention, subject to their right to refuse enforcement under certain circumstances, including where the enforcement of the arbitral award is against the public policy of the state to which the application for enforcement is made. It was declared by the SCNPC simultaneously with the accession of the PRC that (i) the PRC will only recognize and enforce foreign arbitral awards on the principle of reciprocity and (ii) the PRC will only apply the New Y ork Convention in disputes considered under PRC laws to arise from contractual and non-contractual mercantile legal relations. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-23 – --- page 691 --- 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 on 24 January 2000 and effective on February 1, 2000, and the Supplementary Arrangements of Supreme People’ s Court on Reciprocal Enforcement of Arbitration Awards between the Mainland and the Hong Kong Special Administrative Region (ಥ ໾̂τર‘) promulgated on November 26, 2020 and effective on November 27, 2020, awards made by PRC arbitral authorities under the Arbitration Law can be enforced in Hong Kong, and Hong Kong arbitration awards are also enforceable in the PRC. APPENDIX IV SUMMARY OF PRINCIPAL PRC LEGAL AND REGULATORY PROVISIONS – IV-24 – --- page 692 --- Set out herein is a summary of the Articles of Association for the main purpose of providing an overview of the Articles of Association to potential investors. As the information contained herein is only a summary, it may not contain all the information that is important to potential investors. OVERVIEW This Appendix contains a summary of the principal provisions of the Articles of Association. The Articles of Association of the Company shall take effect on the date of the H Shares being listed on the Stock Exchange. SHARES AND REGISTERED CAPITAL All the shares issued by the Company are ordinary shares. All the shares issued by the Company are denominated in RMB. The shares of the Company shall be issued in accordance with the principles of openness, fairness and justice. Each share of the same class shall carry the same rights. Shares of the same class and in the same issue shall be issued on the same conditions and at the same price. Any entity or individual subscribing to the shares shall pay the same price for each share. INCREASE, REDUCTION, REPURCHASE AND TRANSFER OF SHARES Increase of Shares In light of the Company’s operational and developmental needs, the Company may increase its capital in accordance with the laws and regulations and subject to respective resolution of the shareholders’ meeting, by any of the following methods: (i) a public offering of shares; (ii) a private placement of shares; (iii) allotment of bonus shares to existing shareholders; (iv) conversion of reserve funds to share capital; or (v) other methods permitted by laws and administrative regulations and approved by the CSRC. APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION –V - 1– --- page 693 --- Reduction of Capital The Company may reduce its registered capital. Any reduction of the Company’s registered capital shall be subject to the procedures prescribed in the PRC Company Law, other relevant regulations, as well as the Articles of Association. Repurchase of Shares Under the following circumstances, the Company may acquire its own shares in accordance with laws, administrative regulations, departmental rules and the Company’s Articles of Association: (i) to reduce the registered capital of the Company; (ii) to merge with other companies that hold shares in the Company; (iii) to use the shares for employee shareholding schemes or as share incentives; (iv) to acquire the shares of shareholders (upon their request) who vote against any resolution adopted at any shareholders’ meeting on the merger or division of the Company; (v) to use the shares to satisfy the conversion of those corporate bonds convertible into shares issued by the Company; (vi) to safeguard corporate value and shareholders’ equity as the Company deems necessary. Transfer of Shares The shares of the Company may be transferred in accordance with the law. The shares of the Company held by a promoter shall not be transferred within one year from the date of the establishment of the Company. The shares issued by the Company before public offering shall not be transferred within one year from the date on which the Company’s shares are listed on the stock exchange. Directors, supervisors and senior management of the Company shall report their shareholding in the Company and changes thereof to the Company, and during their tenure, the shares transferred each year shall not exceed 25% of the total Company shares held by them; the Company shares held by them shall not be transferred within one year from the date when the shares of the Company are listed and traded; within half a year from departure from the Company, the aforesaid persons shall not transfer the Company shares held by them. If the securities regulatory rules of the place where the Company is listed have other provisions on the transfer restrictions of the Company’s shares, such provisions shall prevail. APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION –V - 2– --- page 694 --- SHAREHOLDERS AND SHAREHOLDERS’ MEETING Shareholders The Company shall, on the basis of the certificates provided by the securities registration authority, establish a register of members. The register of members is sufficient evidence of the shareholders’ shareholding in the Company. A shareholder shall enjoy relevant rights and assume relevant obligations in accordance with the class of shares he/she holds. Shareholders holding the same class of shares shall have the same rights and assume the same obligations. The Company shall make available the Hong Kong branch register of shareholders for inspection by shareholders, provided that the Company may suspend the registration of shareholders in accordance with applicable laws and regulations and the rules of the securities regulatory authorities of the place where the Company is listed. When the Company intends to convene a shareholders’ meeting, distribute dividends, enter into liquidation and engage in other activities that require determination of shareholdings, the Board of Directors or the convenor of a meeting shall determine an equity record date, and the shareholders registered after the close of the equity record date shall be the shareholders entitled to the relevant rights and interests. Rights and Obligations of the Shareholders Shareholders of the ordinary shares of the Company shall enjoy the following rights: (i) the right to dividends and other distributions in proportion to the number of shares held; (ii) the right to apply legally for, convene, preside, attend or appoint proxies to attend shareholders’ meetings and to exercise the corresponding voting right; (iii) the right to supervise, present proposals or raise enquiries in respect of the Company’s business operations; (iv) the right to transfer, give as a gift or pledge the shares it holds in accordance with laws, administrative regulations and the Articles of Association; (v) the right to inspect the Articles of Association, the register of members, corporate bond stubs of the Company, the minutes of shareholders’ meetings, resolutions of the Board of Directors and resolutions of the board of supervisors, and financial and accounting reports; (vi) in the event of the termination or liquidation of the Company, the right to participate in the distribution of the remaining property of the Company in proportion to the number of shares held; APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION –V - 3– --- page 695 --- (vii) shareholders who object to resolutions of merger or division made by the shareholders’ meeting of may request the Company to purchase their shares; and (viii) such other rights provided by laws, administrative regulations, departmental rules, listing rules of the place where the Company is listed or these Articles of Association. Shareholders of ordinary shares of the Company shall have the following obligations: (i) to abide by laws, administrative regulations and the Articles of Association; (ii) to pay the share subscription price based on the shares subscribed for by them and the method of acquiring such shares; (iii) not to return shares unless prescribed otherwise in laws and administrative regulations; (iv) not to abuse shareholders’ rights to infringe upon the interests of the Company or other shareholders; not to abuse the Company’s status as an independent legal person or the limited liability of shareholders to harm the interests of the Company’s creditors; and (v) other obligations that should be assumed under the laws, administrative regulations, the listing rules of the place where the Company is listed and these Articles of Association. If a shareholder of the Company abuses shareholder rights and causes losses to the Company or other shareholders, he shall bear compensation liability in accordance with the laws. If a shareholder of the Company abuses the independent legal person status of the Company and the limited liability of shareholders to evade debts and seriously damages the interests of the Company’s creditors, he shall be jointly and severally liable for the Company’s debts. General Rules for the Shareholders’ Meeting The shareholders’ meeting is the power organ of the Company and exercises the following functions and powers in accordance with the law: (i) to decide on the operating policies and investment plans of the Company; (ii) to elect and replace directors and supervisors who are not employee representatives; and to decide on matters relating to their remuneration; (iii) to review and approve reports of the Board of Directors; APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION –V - 4– --- page 696 --- (iv) to review and approve reports of the board of supervisors; (v) to review and approve the annual financial budgets and final accounts of the Company; (vi) to review and approve the profit distribution plans and loss recovery plans of the Company; (vii) to adopt resolutions on increasing or reducing the registered capital of the Company; (viii) to adopt resolutions on the issuance of bonds of the Company; (ix) to adopt resolutions on the merger, division, dissolution, liquidation or change in corporate form of the Company; (x) to amend the Articles of Association; (xi) to make resolutions on the hiring and dismissal of accounting firms by the Company; (xii) to review and approve the guarantee matters under Article 40 of the Articles of Association; (xiii) to review and approve the purchase or the sale of major assets by the Company within one year, and the amount of which exceeds 30% of the latest audited total assets of the Company; (xiv) to review and approve matters relating to the modification of use of proceeds; (xv) to review the Company’s share incentives schemes and employee shareholding schemes; (xvi) to review the Company’s acquisition of its own shares due to the circumstances specified in items (1) and (2) of paragraph 1 under Article 22 of the Articles of Association; and (xvii) to view other matters that are required to be resolved by the shareholders’ meeting as prescribed by the law, administrative regulations, departmental rules and other securities regulatory rules of the place where the Company is listed or these articles of association. Shareholders’ meetings include annual shareholders’ meetings and extraordinary shareholders’ meetings. Annual shareholders’ meetings shall be convened once a year and within six months after the end of the preceding fiscal year. APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION –V - 5– --- page 697 --- The Company shall convene an extraordinary shareholders’ meeting within two months from the date of the occurrence of any of the following circumstances: (i) the number of directors is less than two-thirds of the number (7) prescribed in the Articles of Association; (ii) the losses of the Company that have not been made up reach one-third of its total paid in share capital; (iii) such is requested in writing by a shareholder alone or shareholders jointly holding no less than 10% of the Company’s outstanding voting shares; (iv) the Board of Directors considers it necessary; (v) the board of supervisors proposes that such a meeting shall be held; or (vi) other circumstances as specified by laws, administrative regulations, department rules, and other securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association. If the extraordinary shareholders’ meeting is convened in accordance with the provisions of the securities regulatory rules of the place where the Company is listed, the actual convening date of the extraordinary shareholders’ meeting can be adjusted according to the approval progress of the stock exchange where the Company is listed. Proposals and Notices of Shareholders’ Meetings The contents of proposals shall fall within the authority of shareholders’ meetings, have a clear topic and specific resolution, and be in compliance with the laws, administrative regulations and the relevant provisions of the Articles of Association. The Board of Directors, the board of supervisors and shareholders individually or jointly holding no less than 3% of the shares of the Company shall be entitled to put forward proposals to the Company. Shareholders individually or jointly holding no less than 3% of the shares of the Company may submit interim proposals in writing to the convenor ten days prior to the date of shareholders’ meeting. The convenor shall issue a supplemental notice of shareholders’ meeting within two days after receipt of the motion, with such interim proposals announced. If the shareholders’ meeting needs to be postponed due to the issuance of a supplemental notice of the shareholders’ meeting as required by the listing rules of the place where the Company is listed, the convening of the shareholders’ meeting shall be postponed in accordance with the provisions of the listing rules of the place where the Company is listed. APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION –V - 6– --- page 698 --- Except as provided in the preceding paragraph, the convenor, after issuing the notice of the shareholders’ meeting, shall neither modify the proposals stated in the notice of shareholders’ meetings nor add new proposals. The convenor shall issue an announcement 21 days prior to the convening of the annual shareholders’ meeting to notify every shareholder or 15 days prior to the convening of the extraordinary shareholders’ meeting to notify every shareholder. Notice of the shareholders’ meeting shall include the following: (i) the time, venue and duration of the meeting; (ii) subject matters and proposals submitted for consideration and approval on the meeting; (iii) particulars shall be in clear text that all shareholders are entitled to attend shareholders’ meetings and may appoint their proxies in writing to attend and vote at the meetings. Such proxies need not be shareholders of the Company; (iv) shareholders are entitled to present on the equity determination date of shareholders’ meetings; (v) name(s) and telephone number(s) of the standing contact person(s) for the affairs of meetings; and (vi) online or other means of voting time and voting procedures. Holding of Shareholders’ Meetings All shareholders or their proxies of the Company registered on the register of members on the equity record date shall have the right to attend shareholders’ meetings and exercise their voting rights in accordance with the relevant laws, regulations and the Articles of Association. Shareholders may attend a shareholders’ meeting in person and may appoint a proxy to attend and vote on their behalf. Shareholders’ meetings shall be presided over by the chairman of the Board of Directors. If the chairman of the Board of Directors is unable or fails to perform his/her duties, the vice chairman of the Board of Directors presides over the shareholders’ meeting; when the vice chairman of the Board of Directors is unable or fails to perform his/her duties, a director shall be jointly elected by more than half of the directors to preside over the meeting. APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION –V - 7– --- page 699 --- Voting and Resolutions of Shareholders’ Meeting Resolutions of the shareholders’ meeting include ordinary resolutions and special resolutions. Ordinary resolution at a shareholders’ meeting shall be adopted by shareholders in attendance (including proxies) holding more than half of the voting rights. Special resolution at a shareholders’ meeting shall be adopted by shareholders in attendance (including proxies) holding at least two-thirds of the voting rights. Shares in the Company which are held by the Company do not carry any voting rights, and such shares shall not be counted in the total number of voting shares represented by shareholders present at a shareholders’ meeting. Decisions of the shareholders’ meeting on any of the following matters shall be adopted by special resolution: (i) the increase or reduction of the registered capital by the Company; (ii) the Company acquires its own shares in accordance with the circumstances specified in Article 22, Paragraph 1, Items (1) and (2) of the Articles of Association; (iii) the division, spin-off, merger, dissolution and liquidation of the Company; (iv) the amendment to the Articles of Association; (v) the share incentive schemes; (vi) the purchase or the sale of major assets by the Company within one year, or the guarantee amount of which exceeds 30% of the latest audited total assets of the Company; (vii) other matters that are stipulated by laws, administrative regulations, the Articles of Association of the Company or the securities regulatory rules of the place where the Company is listed, and are recognized by the shareholders’ meeting through an ordinary resolution as having a significant impact on the Company and requiring adoption by a special resolution. Shareholders (including proxies) shall exercise their voting rights according to the number of voting shares they held, with one vote for each share. When the shareholders’ meeting considers major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of the separate vote counting shall be publicly disclosed in a timely manner. Shares in the Company which are held by the Company do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders present at a shareholders’ meeting. APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION –V - 8– --- page 700 --- DIRECTORS AND BOARD OF DIRECTORS Directors Directors are elected or replaced by the shareholders’ meeting and may be removed from office by the shareholders’ meeting before the expiration of their term. The term of office for a director is 3 years, and upon expiration, re-election is possible in accordance with the regulations of the securities regulatory authority where the Company’s stock is listed. The term of office of a director shall commence on the date of taking office and end on the expiration of the term of the current session of the Board. If a director is not re-elected in a timely manner upon the expiration of his term of office, the former director shall perform his duties as a director in accordance with the provisions of the laws, administrative regulations, departmental rules and the Articles of Association before the re-elected director takes office. The directors may be held concurrently by the general manager or other senior management members, but the total number of directors who concurrently hold the positions of general manager or other senior management and the directors who are serving as employee representatives shall not exceed one-half of the total number of directors of the Company. The directors shall abide by the laws, administrative regulations and the Articles of Association and have the following duty of loyalty to the Company: (i) shall not take advantage of his power to accept bribes or other illegal income, and shall not embezzle the property of the Company; (ii) shall not misappropriate the Company’s funds; (iii) shall not open an account for depositing the Company’s assets or funds in its own name or in the name of another individual; (iv) shall not violate the provisions of the Articles of Association by lending the Company’s funds to others or providing guarantees for others with the Company’s property without the consent of a shareholders’ meeting or the Board of Directors; (v) shall not enter into contracts or conduct transactions with the Company in violation of the Articles of Association or without the consent of a shareholders’ meeting; (vi) without the consent of a shareholders’ meeting, he/she shall not take advantage of his position to seek business opportunities for himself or others that should belong to the Company, or to operate the same kind of business as that of the Company for himself or for others; (vii) shall not accept commissions as theirs’ from transactions conducted by the others and the Company; APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION –V - 9– --- page 701 --- (viii) shall not disclose the Company’s secrets without authorization; (ix) shall not make use of the affiliated relationship to prejudice the interests of the Company; or (x) other duties of loyalty stipulated by the provisions of laws, administrative regulations, departmental rules, the Articles of Association, and the securities regulatory rules where the Company’s stock is listed. Any income derived by a director from violation of the provisions of the preceding paragraph shall belong to the Company; for any resulting loss to the Company, such director shall be liable for compensation. Directors shall abide by the laws, administrative regulations and the Articles of Association and shall be subject to the following diligence obligations to the Company: (i) shall exercise the rights granted by the Company in a prudent, conscientious and diligent manner to ensure that the Company’s commercial activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that the extent of the commercial activities do not exceed the business scope stipulated in the business license; (ii) shall treat all Shareholders fairly; (iii) shall keep abreast of the Company’s business operation and management; (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; (v) shall truthfully provide relevant information and materials to the board of supervisors, and shall not hinder the board of supervisors or the supervisors from performing their duties; and (vi) other diligence obligations stipulated by laws, administrative regulations, departmental rules, the Articles of Association, and the securities regulatory rules where the Company’s stock is listed. Board of Directors The Company shall set up a Board of Directors, which shall be responsible for the shareholders’ meeting. The Board of Directors shall consist of ten directors. The Board of Directors shall consist of one chairman and one vice-chairman. APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION – V-10 – --- page 702 --- The Board of Directors exercises the following functions and powers: (i) to convene shareholders’ meetings and report to the shareholders’ meetings; (ii) to implement resolutions of the shareholders’ meetings; (iii) to decide on the Company’s business plans and investment plans; (iv) to formulate the annual financial budgets and final accounts of the Company; (v) to formulate the Company’s profit distribution plans and plans on making up losses; (vi) to formulate proposals for the increase or reduction of the Company’s registered capital, the issuance of bonds or other securities of the Company and the listing of shares of the Company; (vii) formulate plans for major acquisitions of the Company, the repurchase of the Company’s shares as stipulated in Article 22, Items (1) and (2), of these Articles of Association, or plans for mergers, divisions, and dissolutions; (viii) in compliance with the securities regulatory rules where the Company’s stock is listed, decide on matters related to the repurchase of Company shares as stipulated in Article 22, Items (3), (5), and (6), of these Articles of Association; (ix) within the scope of the authorization granted by the shareholders’ meeting, decide on matters such as the Company’s external investments, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related party transactions, and external donations; (x) to decide on the establishment of internal management organs of the Company; (xi) to appoint or dismiss the president of the Company and the secretary of the Board of Directors, and to decide on matters regarding their remunerations, rewards and punishments; based on the nomination of the president, to appoint or dismiss senior management personnel such as the vice president and the chief financial officer of the Company, and to decide on matters regarding their remunerations, rewards and punishments; (xii) to formulate the basic management system of the Company; (xiii) to formulate proposals to amend the Articles of Association; (xiv) to manage information disclosure of the Company; APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION –V - 1 1– --- page 703 --- (xv) to propose to the shareholders’ meeting the appointment or replacement of the accounting firm that provides audit services to the Company; (xvi) to listen to the work report of the general manager of the Company and to inspect the work of the general manager of the Company; and (xvii) the annual shareholders’ meeting of the Company may authorize the Board of Directors to decide on the issuance of financing with a total amount not exceeding RMB300 million and not more than 20% of the net assets at the end of the most recent fiscal year to specific objects. This authorization shall expire on the date of the next annual shareholders’ meeting; (xviii) other duties stipulated by laws, administrative regulations, the Articles of Association, and the securities regulatory rules where the Company’s stock is listed, as well as other powers granted by the Articles of Association. Meetings of the Board of Directors may be held only if more than one half of the directors are present. A resolution of the Board of Directors must be passed by more than half of all directors. V ote on the Board of Directors resolution shall be carried out on the basis of one person one vote. GENERAL MANAGER AND OTHER MEMBERS OF THE SENIOR MANAGEMENT The Company has one general manager, who is appointed or dismissed by the Board of Directors. The Company also has several vice presidents, nominated by the general manager and appointed by the Board of Directors. The president, vice presidents, chief financial officer and secretary of the Board of Directors of the Company are the senior management personnel of the Company. The general manager shall be accountable to the Board of Directors and exercise the following functions and powers: (i) to be in charge of the production, operation and management of the Company, to organize the implementation of the resolutions of the Board of Directors, and to report his/her works to the Board of Directors; (ii) to organize the implementation of the Company’s annual business plans and investment plans; (iii) to draft plans for the establishment of the Company’s internal management organization; (iv) to draft the Company’s basic management system; (v) to formulate the specific rules and regulations of the Company; APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION – V-12 – --- page 704 --- (vi) to propose to the Board of Directors appointment or dismissal of the vice president and the person in charge of finance of the Company; (vii) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board of Directors; and (viii) such other functions and powers conferred by the Articles of Association or the Board of Directors. The general manager shall be present at the meetings of the Board of Directors. The Company shall have a secretary to the Board of Directors, whose primary responsibilities include preparing shareholders’ meetings and Board meetings of the Company, maintaining documents and managing shareholder information of the Company, and handling the information disclosure of the Company, investor relations work and other matters. BOARD OF SUPERVISORS The Company shall establish a board of supervisors. The board of supervisors shall consist of three supervisors, including shareholder representatives and an appropriate proportion of employee representatives, with the proportion of employee representatives not less than one-third. The board of supervisors shall appoint a chairman, who shall be elected by more than half of the supervisors. The chairman of the board of supervisors convenes and presides over the meetings of the board of supervisors; if the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, more than half of the board of supervisors shall jointly elect a supervisor to convene and preside over the meetings of the supervisory board. The board of supervisors exercises the following functions and powers: (i) to review and give written opinions on the Company’s periodic reports prepared by the Board of Directors; (ii) to examine the Company’s financial matters; (iii) to supervise the performance by the directors and senior management of their duties to the Company and propose the dismissal of the directors and senior management who violate laws, administrative regulations, the Articles of Association of the Company or the resolutions of the shareholders’ meeting; (iv) to demand rectification from the directors and senior management when the acts of such persons are harmful to the Company’s interests; APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION – V-13 – --- page 705 --- (v) to propose the convening of extraordinary shareholders’ meetings; to convene and preside over the shareholders’ meetings in the event that the Board of Directors fails to perform its duties to convene and preside the shareholders’ meetings; (vi) to submit proposals to the shareholders’ meetings; (vii) in accordance with the PRC Company Law, to institute legal proceedings against directors and senior management personnel; and (viii) in case of any queries or any abnormal matters during the business operation of the Company, to investigate and if necessary, to engage professionals such as accounting firms or law firms to assist it in exercising its functions and powers with expenses being borne by the Company. FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTIONS AND AUDITING Financial and Accounting Systems The Company shall establish financial and accounting systems according to laws, administrative regulations and the regulations of the financial department of the State Council. The Company’s fiscal year follows the Gregorian calendar year, which means it starts from January 1st and ends on December 31st of each year. Within four months after the end of each fiscal year, the Company shall submit and disclose the annual report to CSRC and the stock exchange where the Company is listed. Within two months after the end of the first six months of each fiscal year, the Company shall submit and disclose the semi-annual report to the local branch of CSRC and the stock exchange where the Company is listed. Within one month after the end of the first three months and the first nine months of each fiscal year, the Company shall submit and disclose the quarterly reports to the local branch of CSRC and the stock exchange where the Company is listed. The aforementioned regular reports shall be prepared in accordance with relevant laws, administrative regulations, regulations of the CSRC, and the rules of the stock exchange where the Company is listed. Profit Distributions The profit distribution policy of the Company is as follows: (i) Basic principles of the Company’s profit distribution policy The Company implements an active profit distribution policy, attaches great importance to reasonable investment returns for shareholders, and the profit distribution policy should maintain continuity and stability. APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION – V-14 – --- page 706 --- (ii) Details of the profit distribution policy (1) Form of profit distribution The Company may distribute dividends in cash, stocks or a combination of cash and stocks, and give priority to profit distribution in cash, where eligible. (2) Specific conditions and proportion of cash dividends: The Company mainly adopts a profit distribution policy of cash dividends. That is, on the premise that the Company is profitable and its cash can meet the Company’s continuous operation and long-term development, and if there is distributable profit after making up losses and extracting statutory reserves in accordance with the laws, then the Company shall distribute cash dividends. The Board of Directors of the Company shall, taking into account factors such as the characteristics of the industry it is in, the stage of development, its own business model, the level of profitability, the ability to repay debts, whether there are arrangements for major capital expenditures, and returns to investors. It should distinguish the following situations and, in accordance with the procedures stipulated in the Articles of Association of the Company, put forward a differentiated cash dividend policy. (i) If the Company’s development stage is mature and there is no arrangement for significant capital expenditure, when profit distribution is made, the proportion of cash dividends in the profit distribution shall be at least 80%; (ii) If the Company’s development stage is mature and there are arrangements for significant capital expenditures, when profit distribution is made, cash dividends shall be at least 40% of the profit distribution; (iii) If the Company is in the growth stage and has significant capital expenditure arrangements, the minimum proportion of cash dividends in the profit distribution shall be at least 20%. The stage of development that the Company is in shall be determined by the Board of Directors of the Company according to specific circumstances. If it is not easy to distinguish the stage of development of the Company but there are arrangements for significant capital expenditures, it can be handled in accordance with the provisions of the preceding item. When the Company’s accumulated undistributed profits exceed 120% of the total share capital of the Company, the Company may distribute profits in the form of stock dividends. When determining the specific amount of stock dividends, the Company should fully consider whether the total share capital of the Company after the distribution of stock dividends is in APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION – V-15 – --- page 707 --- line with the current business scale and the speed of profit growth of the Company, and also consider the impact on the cost of future debt financing, so as to ensure that the distribution plan conforms to the overall interests of all shareholders. The Company generally conducts annual dividends, and the Board of Directors may also propose interim cash dividends based on the Company’s funding requirements. When the Company holds the annual shareholders’ meeting to review the annual profit distribution plan, it can review and approve the conditions, the upper limit of the proportion, the upper limit of the amount, etc. of the interim cash dividends in the next year. The upper limit of the interim dividends in the next year reviewed by the annual shareholders’ meeting should not exceed the net profit attributable to the Company’s shareholders during the corresponding period. The Board of Directors shall formulate specific interim dividend distribution plans under the condition of conforming to the profit distribution according to the resolutions of the shareholders’ meeting. The Board of Directors of the Company shall disclose the profit distribution plan and the usage plan arrangements or principles of the retained undistributed profits in the regular reports. The undistributed profits retained after the completion of the profit distribution of the Company in the current year shall be used to develop the Company’s main business. Internal Auditing The Company implements an internal audit system and is equipped with full-time auditors to conduct internal audit supervision on the Company’s financial revenue expenditures and economic activities. The Company’s internal audit system and the responsibilities of the auditors should be implemented after approval by the Board of Directors. The head of the audit department is accountable to and reports to the audit committee of the Board of Directors. MERGER, DIVISION, INCREASE OF CAPITAL, REDUCTION OF CAPITAL, DISSOLUTION AND LIQUIDATION OF THE COMPANY Merger, Division, Increase of Capital and Reduction of Capital of the Company In a merger of companies, the Company shall execute a merger agreement and prepare the balance sheet and property list. The Company shall notify their creditors within ten days of adopting merger resolutions, and shall publish the announcement within 30 days on the Shanghai Securities News and HKEX news website (www.hkexnews.hk). Creditors shall be entitled to claim full repayment of all debts owed by the Company or require that appropriate assurances be provided within 30 days of receiving the notice, or within 45 days of publication of the announcement if any such creditor does not receive the notice. APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION – V-16 – --- page 708 --- In the event of a merger of companies, the debts and liabilities of the merging parties shall be assumed by the surviving Company or the newly established Company after the merger. If the Company is to be divided, its assets shall be divided accordingly. In a division of the Company, a balance sheet and a property list shall be prepared. The Company shall notify its creditors within ten days of the date on which the division resolution is adopted, and shall publish the announcement within 30 days on the Shanghai Securities News and the HKEX news website (www.hkexnews.hk). The debts of a Company prior to its separation shall be jointly and severally liable to the Company after separation. However, unless otherwise agreed in the written agreement reached between the Company and the creditors on the settlement of debts before the separation. When the Company needs to reduce its registered capital, it must prepare the balance sheet and property list. The Company shall notify its creditors within 10 days as of the date of making the resolution on reducing the registered capital, and shall announce it on Shanghai Securities News and the HKEX news website (www.hkexnews.hk) within 30 days. Creditors shall be entitled to claim full repayment of all debts owed by the Company or require that appropriate assurances be provided within 30 days of receiving the notice, or within 45 days of publication of the announcement if any such creditor does not receive the notice. The registered capital of the Company after the capital reduction shall not be lower than the statutory minimum limit. Dissolution and Liquidation of the Company The Company shall be dissolved in accordance with the law under any of the following circumstances: (i) the term of business operation expires as specified by the Articles of Association or other matters leading to dissolution occur as specified by the Articles of Association; (ii) the shareholders’ meeting resolves to dissolve the Company; (iii) dissolution is necessary as a result of the merger or division of the Company; (iv) the Company’s business license is revoked or it is ordered to close down or it is deregistered according to laws; or APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION – V-17 – --- page 709 --- (v) serious difficulties arise in the operation and management of the Company and its continued existence would cause material loss to the interests of the shareholders and such difficulties cannot be resolved through other means, in which case shareholders holding at least 10% of all shareholders’ voting rights of the Company may petition a People’s Court to dissolve the Company. In the event of the circumstances specified in Article 181(1) and (2) of the Articles of Association, and if the property has not been distributed to the shareholders, the Company may continue its existence by amending the Articles of Association. Amendments to the Articles of Association in accordance with the preceding paragraph must be approved by more than two-thirds of the voting rights held by the shareholders present at the shareholders’ meeting. If the Company is dissolved due to the reasons specified in Article 181(1), (2), (4), and (5) of these Articles of Association, a liquidation committee shall be established within 15 days to commence liquidation. The liquidation committee shall be composed of directors or persons determined by the shareholders’ meeting. If a liquidation committee is not formed to carry out liquidation within the time limit, creditors may apply to the People’s Court to appoint relevant persons to form a liquidation committee to carry out the liquidation. The liquidation committee shall notify creditors within ten days of its establishment, and shall announce it on Shanghai Securities News and the HKEX news website (www.hkexnews.hk) within 60 days. Creditors shall declare their claims to the liquidation committee within 30 days from the date of receipt of the written notice or, if they did not receive a written notice, within 45 days from the date of the announcement. When declaring their claims, creditors shall explain the particulars relevant to their claims and submit supporting documentation. The liquidation committee shall register the claims. During the period of declaration of claims, the liquidation committee shall not repay the debts to creditors. After the liquidation committee has liquidated the Company’s property and prepared a balance sheet and property list, it shall formulate a liquidation plan and submit such plan to the shareholders’ meeting or the People’s Court where the Company is registered for confirmation. The Company’s property remaining after payment of the liquidation expenses, the wages, social insurance premiums and statutory compensation of the employees, the taxes owed and all the Company’s debts shall be distributed by the Company to the shareholders in proportion to the shares they hold. During liquidation, the Company shall continue to exist but may not engage in any business activities unrelated to the liquidation. The Company’s property will not be distributed to the shareholders until repayment of its debts in accordance with the preceding paragraph. APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION – V-18 – --- page 710 --- If the liquidation committee, having liquidated the Company’s property and prepared a balance sheet and property list, discovers that the Company’s property is insufficient to pay its debts in full, it shall apply to the People’s Court for a declaration of bankruptcy in accordance with the law. After the People’s Court has ruled to declare the Company bankrupt, the liquidation committee shall turn over the liquidation matters to the People’s Court where the Company is registered. AMENDMENT TO THE ARTICLES OF ASSOCIATION In any of the following circumstances, the Company shall amend the Articles of Association: (i) after the PRC Company Law or relevant laws, administrative regulations, or securities regulatory rules of the place where the Company is listed are amended, the matters stipulated in the Articles of Association are in conflict with the provisions of the amended laws, administrative regulations, or securities regulatory rules; (ii) the circumstances of the Company have changed, which are inconsistent with the matters recorded in the Articles of Association; or (iii) the shareholders’ meeting decides to amend the Articles of Association. If the matters regarding the amendment of the Articles of Association approved by the resolutions of the shareholders’ meeting involve the items subject to Company registration, the alteration registration shall be handled in accordance with the laws. APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION – V-19 – --- page 711 --- FURTHER INFORMATION ABOUT OUR COMPANY AND OUR SUBSIDIARIES Incorporation Our Company was established under the PRC laws under the name of Liaoyuan Deheng Company Limited (ʮ̡) on August 7, 1992 and completed the listing of our A Shares on the Shanghai Stock Exchange (stock code: 600699.SH) on December 6, 1993. On January 29, 2014, our Company was renamed as Ningbo Joyson Electronic Corp. (ѩ௷ཥ ʮ̡). As of the Latest Practicable Date, the total share capital of the Company was RMB1,395,670,563 comprising 1,395,670,563 A Shares of nominal value of RMB1.00 each. Our principal place of business in Hong Kong is at 31/F, Tower 2, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. Our Company has been registered as a non-Hong Kong company under Part 16 of the Companies Ordinance with the Registrar of Companies in Hong Kong on November 27, 2024. Ms. Y e Jiahong has been appointed as the authorized representative of our Company for the acceptance of service of process in Hong Kong whose address for service of process is 31/F, Tower 2, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. 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. Changes in Share Capital of our Company The following sets out the changes in the share capital of our Company within two years immediately preceding the date of this prospectus: (a) A repurchase mandate for the repurchase of A Shares for the purpose of our Employee Incentive Scheme was approved by the twelfth meeting of the eleventh session of the Board on February 19, 2024. The repurchase mandate was valid for 12 months from the date of approval of the repurchase mandate by the Board. As of November 5, 2024, the repurchase of A Shares was completed under the repurchase mandate with a total of 12,664,015 A Shares repurchased between February 22, 2024 and November 5, 2024, at an average price of RMB15.33 per A Share. Any repurchased A Shares not granted for the purposes of employee stock ownership plan or share incentive within 36 months after the completion of the repurchase shall be cancelled; and APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-1 – --- page 712 --- (b) A repurchase mandate for the repurchase of A Shares for the purpose of decreasing our Company’s share capital was approved by the twenty-sixth meeting of the eleventh session of the Board on November 5, 2024, which was further approved by the extraordinary Shareholders’ general meeting on December 23, 2024. The repurchase mandate was valid for 12 months from the date of approval by the Shareholders’ general meeting, subject to a repurchase price of up to RMB24 per A Share (which be adjusted to RMB 23.74 per A share on May 28, 2025) and a total repurchase amount ranging from RMB150 million to RMB300 million. As of July 29, 2025, the repurchase of A Shares was completed under the repurchase mandate and a total of 13,030,980 A Shares have been repurchased under the repurchase mandate between December 23, 2024 and July 29, 2025. The 13,030,980 repurchased A Shares had been cancelled after the completion of the repurchase. Save as disclosed above, there has been no alteration in the share capital of our Company within two years immediately preceding the date of this prospectus. Resolutions of our Shareholders At the extraordinary general meeting of the Shareholders held on December 23, 2024, the following resolutions, among other things, were duly passed: (a) the issue by the Company of H Shares with a nominal value of RMB1.00 each and such H Shares be listed on the Hong Kong Stock Exchange; (b) the number of H Shares to be issued before the exercise of the Over-allotment Option shall not exceed 15% of the enlarged share capital of our Company upon completion of the Global Offering, and the grant of the Over-allotment Option in respect of no more than 15% of the number of H Shares issued pursuant to the Global Offering; (c) authorization of the Board or its authorized individual to handle all matters relating to, among other things, the Global Offering, the issue and the listing of H Shares on the Hong Kong Stock Exchange; and (d) subject to the completion of the Global Offering, the conditional adoption of the revised Articles of Association, which shall become effective on the Listing Date. Changes in the Share Capital of Our Major Subsidiaries We have applied to the Stock Exchange for, and the Stock Exchange has granted us a waiver from strict compliance with the requirements of paragraph 26 of Appendix D1A to the Listing Rules in relation to the disclosure of information relating to the changes in the share capital of any member of our Group within the two years immediately preceding the date of this prospectus. For details, see “Waivers and Exemption — Waiver and exemption in respect of particulars of information of our subsidiaries” in this prospectus. APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-2 – --- page 713 --- The following changes in the share capital of our Major Subsidiaries took place within the two years immediately preceding the date of this prospectus: Equipo Automotriz Americana, S.A. de C.V . /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 On December 20, 2023, the registered capital of Equipo Automotriz Americana, S.A. de C.V . was decreased from MXN$422,215,091.78 to MXN$212,708,865.32 Ningbo Joyson Safety /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118On March 5, 2024, the registered capital of Ningbo Joyson Safety was increased from RMB866,870,584.36 to RMB1,079,930,584.36 On February 26, 2025, the registered capital of Ningbo Joyson Safety was increased from RMB1,079,930,584.36 to RMB1,295,753,604.36 Save as disclosed above, there has been no alteration in the share capital of the Major Subsidiaries of the Company within two years immediately preceding the date of this prospectus. FURTHER INFORMATION ABOUT OUR BUSINESS Summary of Material Contracts The following contract (not being contracts entered into in the ordinary course of business) has been entered into by members of our Group within the two years preceding the date of this prospectus and is or may be material: (a) a cornerstone investment agreement dated October 24, 2025 entered into among our Company, JSC International Investment Fund SPC (acting for and on behalf of Jun Sheng SP), China International Capital Corporation Hong Kong Securities Limited, UBS Securities Hong Kong Limited, UBS AG Hong Kong Branch and GF Securities (Hong Kong) Brokerage Limited, with respect to a subscription of H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US dollar 42.1 million; (b) a cornerstone investment agreement dated October 24, 2025 entered into among our Company, Ningbo Xinzhi Industrial Investment Co., Ltd. (ʮ ̡), China International Capital Corporation Hong Kong Securities Limited, UBS Securities Hong Kong Limited, UBS AG Hong Kong Branch, GF Securities (Hong APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-3 – --- page 714 --- Kong) Brokerage Limited, ABCI Capital Limited and ABCI Securities Company Limited, with respect to a subscription of H Shares at the Offer Price in the aggregate amount of Hong Kong dollars equivalent of US dollar 20,000,000; (c) a cornerstone investment agreement dated October 24, 2025 entered into among our Company, Jump Trading Pacific Pte. Ltd., China International Capital Corporation Hong Kong Securities Limited, UBS Securities Hong Kong Limited, UBS AG Hong Kong Branch and GF Securities (Hong Kong) Brokerage Limited, with respect to a subscription of H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US dollar 10 million; (d) a cornerstone investment agreement dated October 24, 2025 entered into among our Company, PSBC Wealth Management Co., Ltd. (ப΂ʮ̡), China International Capital Corporation Hong Kong Securities Limited, UBS Securities Hong Kong Limited, UBS AG Hong Kong Branch and GF Securities (Hong Kong) Brokerage Limited, with respect to a subscription of H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US dollar 10,000,000; (e) a cornerstone investment agreement dated October 24, 2025 entered into among our Company, Eastern Bell Capital VIII Investment Limited, China International Capital Corporation Hong Kong Securities Limited, UBS Securities Hong Kong Limited, UBS AG Hong Kong Branch and GF Securities (Hong Kong) Brokerage Limited, with respect to a subscription of H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US dollar 10,000,000; (f) a cornerstone investment agreement dated October 24, 2025 entered into among our Company, V andi Investments Limited, China International Capital Corporation Hong Kong Securities Limited, UBS Securities Hong Kong Limited, UBS AG Hong Kong Branch and GF Securities (Hong Kong) Brokerage Limited, with respect to a subscription of H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US dollar 10 million; (g) a cornerstone investment agreement dated October 24, 2025 entered into among our Company, Fidelidade – Companhia de Seguros, S.A., China International Capital Corporation Hong Kong Securities Limited, UBS Securities Hong Kong Limited, UBS AG Hong Kong Branch and GF Securities (Hong Kong) Brokerage Limited, with respect to a subscription of H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US dollar 5 million; and (h) the Hong Kong Underwriting Agreement. APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-4 – --- page 715 --- Intellectual Property Rights 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 Rights holder Category Registration number Expiration date 1 /H1118/H1118/H1118 PRC Ningbo JOYNEXT 38 64151905 October 13, 2032 2 /H1118/H1118/H1118 PRC Ningbo JOYNEXT 35 64143522 October 13, 2032 3 /H1118/H1118/H1118 PRC Ningbo JOYNEXT 38 49858183 January 20, 2032 4 /H1118/H1118/H1118 PRC Ningbo JOYNEXT 9 49359739 April 6, 2031 5 /H1118/H1118/H1118 PRC Ningbo JOYNEXT 35 49381159 April 6, 2031 6 /H1118/H1118/H1118 PRC Ningbo JOYNEXT 42 44321385 November 6, 2030 7 /H1118/H1118/H1118 PRC Ningbo JOYNEXT 42 44239413A May 27, 2031 8 /H1118/H1118/H1118 PRC Ningbo JOYNEXT 38 44220474 June 13, 2031 9 /H1118/H1118/H1118 PRC Ningbo JOYNEXT 9, 38 44234310 January 13, 2031 10 /H1118/H1118 PRC Ningbo Preh Joyson 42 20815899 June 27, 2028 11 /H1118/H1118 PRC Ningbo Preh Joyson 38 20815836 September 20, 2027 12 /H1118/H1118 PRC Ningbo Preh Joyson 38 20815775 September 20, 2027 13 /H1118/H1118 PRC Ningbo Preh Joyson 35 20815672 September 20, 2027 14 /H1118/H1118 PRC Ningbo Preh Joyson 9 20815668 April 13, 2028 15 /H1118/H1118 PRC Ningbo Preh Joyson 35 20815656 September 20, 2027 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-5 – --- page 716 --- No. Trademark Place of registration Rights holder Category Registration number Expiration date 16 /H1118/H1118 PRC Ningbo Preh Joyson 42 20815645 September 20, 2027 17 /H1118/H1118 PRC Ningbo Preh Joyson 9 20815497 September 20, 2027 Copyright As of the Latest Practicable Date, we had registered the following copyrights which we consider to be or may be material to our business: No. Copyright Copyright owner Registration number Date of registration 1 /H1118/H1118/H1118JOYNEXT augmented reality engine AR Core software (ѩᑌ౽Бᄣ੶ତྼˏᏗAR Core ழ΁) Ningbo JOYNEXT 2022SR1239922 August 23, 2022 2 /H1118/H1118/H1118JOYNEXT multi-modal interaction system (ѩᑌ౽Бεᅼ࿒ʹʝӻ୕) Ningbo JOYNEXT 2022SR0961351 July 22, 2022 3 /H1118/H1118/H1118Joyson Preh intelligent auto interconnection V2X collision warning software (ѩ௷౷๿౽ঐԓᑌV2Xຠ ᅜཫᙆழ΁) Ningbo JOYNEXT 2019SR0698908 July 8, 2019 4 /H1118/H1118/H1118Joyson Preh intelligent auto interconnection audio HAL software (android version) (᎖ HALழ΁(و)) Ningbo JOYNEXT 2019SR0701054 July 8, 2019 5 /H1118/H1118/H1118JOYNEXT JEX Framework software (ѩᑌ౽БJEX Framework ழ΁) Ningbo JOYNEXT 2022SR1240091 August 23, 2022 6 /H1118/H1118/H1118JOYNEXT online multimedia software (ѩᑌ౽Бίᇞεద᜗ழ΁) Ningbo JOYNEXT 2022SR1239973 August 23, 2022 7 /H1118/H1118/H1118JOYNEXT intelligent cockpit system (ጵӻ୕) Ningbo JOYNEXT 2022SR0961350 July 22, 2022 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-6 – --- page 717 --- No. Copyright Copyright owner Registration number Date of registration 8 /H1118/H1118/H1118JOYNEXT in-car device online connected security account system (ѩᑌ౽Бԓዚίᇞʝᑌτ Όሪ˒ӻ୕) Ningbo JOYNEXT 2022SR0717707 June 8, 2022 9 /H1118/H1118/H1118JOYNEXT in-car device OTA online upgrade system (ѩᑌ౽БԓዚOTAίᇞʺ ॴӻ୕) Ningbo JOYNEXT 2022SR0717710 June 8, 2022 10 /H1118/H1118JOYNEXT in-car device online application management system (ѩᑌ౽БԓዚίᇞᏐ͜೻ ҏ၍ଣӻ୕) Ningbo JOYNEXT 2022SR0717711 June 8, 2022 11 /H1118/H1118JOYNEXT dual-system music and media control and communication software (ᆀద᜗ ழ΁) Ningbo JOYNEXT 2022SR0228551 February 15, 2022 12 /H1118/H1118JOYNEXT dual-system data embedding collection system (ᓃ ϗණӻ୕) Ningbo JOYNEXT 2022SR0229131 February 15, 2022 13 /H1118/H1118JOYNEXT on-board entertainment system (ᆀӻ୕) Ningbo JOYNEXT 2020SR0713836 July 2, 2020 14 /H1118/H1118JOYNEXT map-based V2X warning system (ٙV2X ཫᙆӻ୕) Ningbo JOYNEXT 2020SR0654634 June 19, 2020 15 /H1118/H1118Joyson Preh intelligent auto interconnection vehicle-man-road-cloud intelligent collaboration system (ѩ௷౷๿౽ঐԓᑌԓɛ༩ ථ౽ঐ՘Νӻ୕) Ningbo JOYNEXT 2019SR0702155 July 8, 2019 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-7 – --- page 718 --- No. Copyright Copyright owner Registration number Date of registration 16 /H1118/H1118JOYNEXT cross-chip RPC communication middleware (˪RPCڦ ʕග΁) Ningbo JOYNEXT 2024SR0716577 May 27, 2024 17 /H1118/H1118JOYNEXT DLNA casting middleware (ѩᑌ౽БDLNAʕග ΁) Ningbo JOYNEXT 2024SR0714120 May 24, 2024 18 /H1118/H1118Intelligent cockpit software platform based on automotive-grade chip (ࢭ ጵழ΁̨̻) Ningbo JOYNEXT 2023SR0276876 February 24, 2023 19 /H1118/H1118A real-time vibration waveform control software with heat accumulation algorithm (ࣈٙج છՓழ΁) Ningbo Preh Joyson 2024SR1332414 September 9, 2024 20 /H1118/H1118A keystroke detection software that complies with high-level functional safety (ɓ၇ୌΥ৷ഃॴ̌ঐτΌ ᒟᏨ಻ழ΁) Ningbo Preh Joyson 2024SR1296759 September 3, 2024 21 /H1118/H1118An in-car hall sensor driver software (ɓ၇ԓʫᎍဧෂชኜᚨਗ ழ΁) Ningbo Preh Joyson 2024SR1279810 August 30, 2024 22 /H1118/H1118A dynamic pseudo-random number seed generation algorithm software (ɓ၇ਗ࿒䀱ᎇዚᅰ၇ɿ͛ ழ΁) Ningbo Preh Joyson 2024SR1280478 August 30, 2024 23 /H1118/H1118A pressure sensing calculator for touch keys that complies with functional safety standard of ISO26262 (ɓ၇ୌΥISO26262 ̌ঐτ ᒟᏀɢช ၑழ΁) Ningbo Preh Joyson 2024SR1280471 August 30, 2024 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-8 – --- page 719 --- No. Copyright Copyright owner Registration number Date of registration 24 /H1118/H1118New energy vehicle battery state of charge calculation and power prediction software (࿒ ၑၾ̌ଟཫ಻ழ΁) Ningbo Preh Joyson 2022SR1372890 September 26, 2022 25 /H1118/H1118New energy vehicle battery management system low voltage battery protection software (อঐ๕ӛԓཥϫ၍ଣӻ୕ ᚐழ΁) Ningbo Preh Joyson 2022SR1370449 September 23, 2022 26 /H1118/H1118A multi-function steering wheel switch control software based on LIN communication (׵LINε̌ ঐ˙ΣᆵකᗫછՓழ΁) Ningbo Preh Joyson 2022SR1270958 August 24, 2022 27 /H1118/H1118A multiple RGB light effect software for smart surfaces (ε ၇RGBழ΁) Ningbo Preh Joyson 2022SR1188031 August 18, 2022 28 /H1118/H1118An isolation control software for on-screen passive overhead knobs (٤ છՓழ΁) Ningbo Preh Joyson 2022SR1188030 August 18, 2022 29 /H1118/H1118JSS production line data processing software (JSS ପᇞᅰኽஈଣழ΁) Ningbo Joyson Safety 2021SR0804094 June 1, 2021 30 /H1118/H1118Joyson MES auxiliary management platform software (ѩ௷MESႾп၍ଣ̨̻ழ ΁) Ningbo Joyson Safety 2021SR0623643 April 29, 2021 31 /H1118/H1118Joyson MES auxiliary operation software (ѩ௷MESႾп዁Ъழ΁) Ningbo Joyson Safety 2021SR0623649 April 29, 2021 32 /H1118/H1118Procedure for mapping the protective zone of side air curtains for passenger cars (ᚐਜਹᖭ Ⴁ೻ҏ) Ningbo Joyson Safety 2024SR0096069 January 15, 2024 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-9 – --- page 720 --- 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 Name Patentee Place of registration Patent number Application date 1 /H1118/H1118/H1118A data management method of on-board vehicle recording device and in-car device (ɓ၇ԓ༱Бԓা፽ༀໄ ʿԓዚ) Ningbo JOYNEXT PRC ZL202210874015.5 July 25, 2022 2 /H1118/H1118/H1118On-board multi-screen display control method and on-board device (ج ʿԓ༱ༀໄ) Ningbo JOYNEXT PRC ZL202311175673.6 September 13, 2023 3 /H1118/H1118/H1118APP same screen display method and system based on dual system (ٙAPP܈ ʿӻ୕) Ningbo JOYNEXT PRC ZL202110711187.6 June 25, 2021 4 /H1118/H1118/H1118Method and device for capturing automatically recalled on-board image acquisition device (Іਗሜ͜ԓ༱ྡ྅મණ ʿண௪) Ningbo JOYNEXT PRC ZL202211058799.0 August 30, 2022 5 /H1118/H1118/H1118Method and system for providing online service of an on-board application to a user (ٙ ʿӻ୕) Ningbo JOYNEXT PRC ZL202210739701.1 June 28, 2022 6 /H1118/H1118/H1118A verification method and device based on the multi-operating system of an in-car device (ԓዚε዁Ъӻ ʿༀໄ) Ningbo JOYNEXT PRC ZL202210436796.X April 25, 2022 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-10 – --- page 721 --- No. Patent Name Patentee Place of registration Patent number Application date 7 /H1118/H1118/H1118Lane-level positioning method and electronic device (ʿཥɿ ண௪) Ningbo JOYNEXT PRC ZL202 111191826.7 October 13, 2021 8 /H1118/H1118/H1118Automatic parking control method and system based on user intention (غ ʿӻ୕) Ningbo JOYNEXT PRC ZL202210007508.9 January 6, 2022 9 /H1118/H1118/H1118A method and device for push notifications of OTA upgrade messages (ɓ၇OTAપ ʿༀໄ) Ningbo JOYNEXT PRC ZL202210117586.4 February 8, 2022 10 /H1118/H1118ADAS automatic switch-on method and device (ADASʿ ༀໄ) Ningbo JOYNEXT PRC ZL202111433201.7 November 29, 2021 11 /H1118/H1118A method and electronic device for automatic vehicle locking (ʿ ཥɿண௪) Ningbo JOYNEXT PRC ZL202 111158474.5 September 30, 2021 12 /H1118/H1118Layer processing method and vehicle system based on multi- operating system (ྡᄴ ʿԓዚӻ୕) Ningbo JOYNEXT PRC ZL202110895384.8 August 5, 2021 13 /H1118/H1118An early warning method for vehicle collision and a vehicle control system (ཫᙆ˙ ʿԓሿછՓӻ୕) Ningbo JOYNEXT PRC ZL202110807619.3 July 16, 2021 14 /H1118/H1118An on-board user account login method and system (ɓ၇ԓ༱͜˒ሪ໮೮፽ ʿӻ୕) Ningbo JOYNEXT PRC ZL202110623362.6 June 4, 2021 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-11 – --- page 722 --- No. Patent Name Patentee Place of registration Patent number Application date 15 /H1118/H1118A network access method based on multiple operating systems and vehicle system (዁Ъӻ୕ ʿԓዚ ӻ୕) Ningbo JOYNEXT PRC ZL202110099521.7 January 25, 2021 16 /H1118/H1118Heartbeat detection method between multi-operating systems and vehicle system (ː༪Ꮸ ʿԓዚӻ୕) Ningbo JOYNEXT PRC ZL202110506905.6 May 10, 2021 17 /H1118/H1118An on-board AR.HUD gesture interaction method and system (ɓ၇ԓ༱AR.HUD˓ ձӻ୕) Ningbo JOYNEXT PRC ZL202011495637.4 December 17, 2020 18 /H1118/H1118A method and device for transmitting virtual lane information (ෂ ʿༀໄ) Ningbo JOYNEXT PRC ZL202110364922.0 April 6, 2021 19 /H1118/H1118Sample acquisition method, training method, device and system for autonomous driving model (͜ᅵ͉ᐏ eༀ ໄʿӻ୕) Ningbo JOYNEXT PRC ZL202011129255.X October 21, 2020 20 /H1118/H1118An AR.HUD display method and system incorporating V2X information (ɓ၇ፄΥV2Xٙࢹڦ AR.HUDձӻ ୕) Ningbo JOYNEXT PRC ZL202010850072.0 August 21, 2020 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-12 – --- page 723 --- No. Patent Name Patentee Place of registration Patent number Application date 21 /H1118/H1118An on-board data recording system and vehicle (ɓ၇ԓ༱ᅰኽা፽ӻ୕ ʿԓሿ) Ningbo JOYNEXT PRC ZL202323069647.3 November 14, 2023 22 /H1118/H1118A kind of anti-collision cushioning device and on-board equipment (ɓ၇ԣᅜᇠላༀໄʿԓ ༱ண௪) Ningbo JOYNEXT PRC ZL202322898781.8 October 27, 2023 23 /H1118/H1118Power supply chip protection circuit and on-board T.BOX (ᚐཥ༩ʿԓ ༱T.BOX) Ningbo JOYNEXT PRC ZL202322009595.4 July 28, 2023 24 /H1118/H1118A kind of anti-collision cushioning device and on-board-mounted equipment (ɓ၇ԣᅜᇠላༀໄʿԓ ༱ண௪) Ningbo JOYNEXT PRC ZL202320232029.7 February 16, 2023 25 /H1118/H1118Microphone interface protection circuit, microphone interface circuit and vehicle intelligent cockpit (ᚐཥ༩e ટɹཥ༩ʿԓሿ ጵ) Ningbo JOYNEXT PRC ZL202221546425.9 June 20, 2022 26 /H1118/H1118A dual-band WiFi antenna and a wireless communication device (ٙݬWiFi˂ᇞ ༀໄ) Ningbo JOYNEXT PRC ZL202221762647.4 July 6, 2022 27 /H1118/H1118A kind of heat dissipation structure and in-car device (ɓ၇౳ᆠഐ࿴ʿԓዚ) Ningbo JOYNEXT PRC ZL202220634558.5 March 22, 2022 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-13 – --- page 724 --- No. Patent Name Patentee Place of registration Patent number Application date 28 /H1118/H1118A kind of vehicle fan noise reduction structure and vehicle (ኛഐ࿴ ʿԓዚ) Ningbo JOYNEXT PRC ZL202220991091.X April 26, 2022 29 /H1118/H1118A vehicle comprising an on-board antenna structure (༱˂ᇞഐ ԓዚ) Ningbo JOYNEXT PRC ZL202220988213.X April 26, 2022 30 /H1118/H1118On-board boxes and vehicles (ԓ༱ଷɿʿԓሿ) Ningbo JOYNEXT PRC ZL202120848422.X April 23, 2021 31 /H1118/H1118Feedback system control method, feedback system and vehicle (eˀ ㉿ӻ୕ձԓሿ) Ningbo Preh Joyson, Preh GmbH PRC ZL202210667806.0 June 14, 2022 32 /H1118/H1118A vehicle input anti-reverse circuit (ɓ၇ԓ͜፩ɝԣˀટཥ ༩) Ningbo Preh Joyson, Preh GmbH PRC ZL202110641336.6 June 9,2021 33 /H1118/H1118A method and device for generating true random numbers (˙ ʿༀໄ) Ningbo Preh Joyson, Preh GmbH PRC ZL202111441792.2 November 30, 2021 34 /H1118/H1118On-screen knob status recognition method and on-screen knob (ج ɪૅඐ) Ningbo Preh Joyson, Preh GmbH PRC ZL202210611108.9 May 31, 2022 35 /H1118/H1118Touch event detection method, device, computer device and readable storage medium ( ᙃ࿟ԫ΁Ꮸ಻ ၑዚண ௪ʿ̙ᛘπᎷʧሯ) Ningbo Preh Joyson PRC ZL202311192761.7 September 15, 2023 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-14 – --- page 725 --- No. Patent Name Patentee Place of registration Patent number Application date 36 /H1118/H1118An anti-interference touch wake-up system and its method (ɓ၇Ҥʍᓔᙃ࿟ఎ፴ӻ ج) Ningbo Preh Joyson, Preh GmbH PRC ZL202 111153295.2 September 29, 2021 37 /H1118/H1118A kind of method and device for SOA- enabling a local area network of an in-vehicle controller ( ɓ၇ྼତԓ ༱છՓኜ҅ਹၣSOAʷ ʿༀໄ) Ningbo Preh Joyson, Preh GmbH PRC ZL202110926080.3 August 12, 2021 38 /H1118/H1118A kind of online estimation method of lithium-ion battery temperature (ί ج) Ningbo Preh Joyson PRC ZL202010338221.5 April 26, 2020 39 /H1118/H1118A kind of method and apparatus for updating a Bootloader in an electronic control unit (ɓ၇ཥɿછՓఊʩʕ Bootloaderձ ༀໄ) Ningbo Preh Joyson PRC ZL201910052372.1 January 21, 2019 40 /H1118/H1118A pressure detection method and device (ձༀໄ) Ningbo Preh Joyson, Preh GmbH PRC ZL202211190232.9 September 28, 2022 41 /H1118/H1118A kind of toggle switch with an integrated touch-sensitive structure (ɓ၇ՈϞɓ᜗όᙃ࿟ช ᅡ૖කᗫ) Ningbo Preh Joyson, Preh GmbH PRC ZL202110041376.7 January 13, 2021 42 /H1118/H1118A kind of resonant parameter modulation method applied to high-power wireless charging system (৷̌ଟೌᇞ ਞᅰሜ ج) Ningbo Preh Joyson PRC ZL202011375105.7 November 30, 2020 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-15 – --- page 726 --- No. Patent Name Patentee Place of registration Patent number Application date 43 /H1118/H1118A kind of method and device for controlling an electronic expansion valve of an automotive heat pump system (ӻ୕ཥɿ ʿༀ ໄ) Ningbo Preh Joyson, Preh GmbH PRC ZL202210004575.5 January 5, 2022 44 /H1118/H1118A method for making a one-digit multi-display switch keypad (ٙ ج) Ningbo Preh Joyson PRC ZL201910565974.7 June 27, 2019 45 /H1118/H1118A kind of method for making a one-digit multi-display switch keypad (ܲ ج) Ningbo Preh Joyson PRC ZL201910566250.4 June 27, 2019 46 /H1118/H1118A kind of rapid detection method for vehicle body insulation (Ҟ஺Ꮸ ج) Ningbo Preh Joyson PRC ZL201811242110.3 October 24, 2018 47 /H1118/H1118A multi-function controller for automotive steering wheels (ε ̌ঐછՓኜ) Ningbo Preh Joyson PRC ZL201610106579.9 February 27, 2016 48 /H1118/H1118A kind of balancing method based on lithium-ion battery monomer SOC and monomer capacity (቞ᕎɿཥϫఊ ᜗SOCѩ ج) Ningbo Preh Joyson PRC ZL201710345997.8 May 17, 2017 49 /H1118/H1118A kind of roller motion recognition device (ɓ၇ဆቃ༶ਗᗆйༀໄ) Ningbo Preh Joyson PRC ZL201611153534.3 December 14, 2016 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-16 – --- page 727 --- No. Patent Name Patentee Place of registration Patent number Application date 50 /H1118/H1118A kind of circuit for output driving a post-defrost load (ࠋ ཥ༩) Ningbo Preh Joyson PRC ZL201610287719.7 May 4, 2016 51 /H1118/H1118A kind of circuit that outputs a blower enable signal (ڦ ཥ༩) Ningbo Preh Joyson PRC ZL201610287727.1 May 4, 2016 52 /H1118/H1118An anti-static touch interaction device (ᙃ࿟ʹʝༀໄ) Ningbo Preh Joyson, Preh GmbH PRC ZL202321365060.4 May 31, 2023 53 /H1118/H1118A kind of roller with separate movement of pressing and toggle mechanism (Ꮐၾᅡਗዚ࿴ʱ ဆቃ) Ningbo Preh Joyson, Preh GmbH PRC ZL202121729958.6 July 28, 2021 54 /H1118/H1118A kind of electrostatic protection structure inside an electronic product (᎑ ᚐഐ࿴) Ningbo Preh Joyson, Preh GmbH PRC ZL202121789282.X August 3, 2021 55 /H1118/H1118A kind of rotary device with adjustable number of gears and torque (ޫ ૅᔷༀໄ) Ningbo Preh Joyson, Preh GmbH PRC ZL202120066387.6 January 12, 2021 56 /H1118/H1118An airbag folding method and airbag device (ʿτ Όंᚾༀໄ) Ningbo Joyson Safety PRC ZL202211047664.4 August 30, 2022 57 /H1118/H1118A force-limiting cushioning mechanism and seatbelt buckle sub-assembly (ɢᇠላዚ࿴ʿτΌ੭ ᕁϔਓᐼϓ) Ningbo Joyson Safety PRC ZL202210827311.X July 13, 2022 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-17 – --- page 728 --- No. Patent Name Patentee Place of registration Patent number Application date 58 /H1118/H1118A kind of lap seatbelt pre-tensioning device and vehicle seat (ɓ၇໐௅τΌ੭ཫၡༀ ಉ) Ningbo Joyson Safety PRC ZL202210902124.3 July 29, 2022 59 /H1118/H1118A lap pretensioner bracket and a lap pretensioner device for vehicles (ʿ ӛԓ໐௅ཫၡༀໄ) Ningbo Joyson Safety PRC ZL202210893915.4 July 27, 2022 60 /H1118/H1118A steering wheel with integrated display function (˙ Σᆵ) Ningbo Joyson Safety PRC ZL201911078092.4 November 6, 2019 61 /H1118/H1118Ejectors and protection systems for vehicle seat armrests (௟̈ༀ ᚐӻ୕) Ningbo Joyson Safety PRC ZL202011534751.3 December 22, 2020 62 /H1118/H1118A kind of steering wheel decorative parts (ɓ၇˙Σᆵༀུ΁) Ningbo Joyson Safety PRC ZL202111262315.X October 28, 2021 63 /H1118/H1118A kind of steering wheel rim adjustment device and steering wheel (ɓ၇˙Σᆵቃᇝሜືༀ ໄձ˙Σᆵ) Ningbo Joyson Safety PRC ZL202010961362.2 September 14, 2020 64 /H1118/H1118A kind of vehicle embrace bag device (όंᚾༀ ໄ) Ningbo Joyson Safety PRC ZL202210772243.1 June 30, 2022 65 /H1118/H1118A kind of seat-side airbag assembly and a seat-side airbag device (ಉਉ௅ं஛ᐼϓ ಉਉंᚾༀໄ) Ningbo Joyson Safety PRC ZL202111403125.5 November 24, 2021 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-18 – --- page 729 --- No. Patent Name Patentee Place of registration Patent number Application date 66 /H1118/H1118A kind of seat-side airbag device and its assembly method (ಉਉंᚾༀʿՉ ج) Ningbo Joyson Safety PRC ZL202011451380.2 December 9, 2020 67 /H1118/H1118Filter structures, generators, airbags and vehicles (ཀᓩഐ࿴e೯͛ኜeτ Όंᚾձӛԓ) Ningbo Joyson Safety PRC ZL201911310012.3 December 18, 2019 68 /H1118/H1118Frame-kind hollow airbags and airbag devices (ːτΌंᚾձ τΌंᚾༀໄ) Ningbo Joyson Safety PRC ZL202010143936.5 March 4, 2020 69 /H1118/H1118A kind of seat-side airbag device and bag (ंᚾༀໄ ʿᚾ஛) Ningbo Joyson Safety PRC ZL202111651331.8 December 30, 2021 70 /H1118/H1118A kind of steering wheel shock absorber (ɓ၇˙Σᆵಯቤኜ) Ningbo Joyson Safety PRC ZL202111253349.2 October 27, 2021 71 /H1118/H1118Frame-kind hollow airbags and airbag devices (ːτΌंᚾձ τΌंᚾༀໄ) Ningbo Joyson Safety PRC ZL202010475718.1 May 29, 2020 72 /H1118/H1118A kind of vehicle frontal airbag coupled with a side curtain airbag and a vehicle airbag set (ٙ ंᚾʿԓሿं ᚾଡ଼) Ningbo Joyson Safety PRC ZL202110589191.X May 28, 2021 73 /H1118/H1118An airbag folding method and airbag device (ձ τΌंᚾༀໄ) Ningbo Joyson Safety PRC ZL202010495397.1 June 3, 2020 74 /H1118/H1118A kind of speaker bracket (ݖ) Ningbo Joyson Safety PRC ZL201911056388.6 October 31, 2019 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-19 – --- page 730 --- No. Patent Name Patentee Place of registration Patent number Application date 75 /H1118/H1118A kind of knee airbag assembly, pre-folded airbag assembly and airbag device (ɓ၇ᇬ௅ं஛ᐼϓeं ஛ཫұᛌᐼϓʿंᚾༀ ໄ) Ningbo Joyson Safety PRC ZL202111382728.1 November 22, 2021 76 /H1118/H1118A kind of frontal airbag (ंᚾ) Ningbo Joyson Safety PRC ZL202111639478.5 December 29, 2021 77 /H1118/H1118A kind of frontal airbag for vehicles (ंᚾ) Ningbo Joyson Safety PRC ZL202110709436.8 June 25, 2021 78 /H1118/H1118A kind of zero gravity seat integrating a retractor, a seatbelt assembly and seat (ಉ ՜ϗኜeτΌ੭ᐼϓ ಉ) Ningbo Joyson Safety PRC ZL202111655188.X December 30, 2021 79 /H1118/H1118A kind of device and method for compressing an airbag (ༀໄձ ج) Ningbo Joyson Safety PRC ZL201910015642.1 January 8, 2019 80 /H1118/H1118A kind of curtain airbag (ɓ၇ंᖣ) Ningbo Joyson Safety PRC ZL202111254405.4 October 27, 2021 81 /H1118/H1118A portable terminal setup system, control system, protection system and steering wheel (ᙳό୞၌ணໄӻ୕e ᚐӻ୕˸ ʿ˙Σᆵ) Ningbo Joyson Safety PRC ZL201910303343.8 April 16, 2019 82 /H1118/H1118A kind of diversion device for airbags and its production method and airbag system (ༀໄʿ eτΌंᚾ ӻ୕) Ningbo Joyson Safety PRC ZL201910716924.4 August 5, 2019 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-20 – --- page 731 --- No. Patent Name Patentee Place of registration Patent number Application date 83 /H1118/H1118A kind of shock-absorbing driver-side airbag (ɓ၇ಯቤ˴ቷτΌंᚾ) Ningbo Joyson Safety PRC ZL201910795713.4 August 27, 2019 84 /H1118/H1118A kind of side curtain airbag (ंᖣ) Ningbo Joyson Safety PRC ZL202110694768.3 June 23, 2021 85 /H1118/H1118A kind of remote airbag device for seats in vehicles (ಉჃ၌ंᚾ ༀໄ) Ningbo Joyson Safety PRC ZL202110286093.9 March 17, 2021 86 /H1118/H1118A kind of seat airbag device and seat (ࢭ ಉ) Ningbo Joyson Safety PRC ZL202110987151.0 August 26, 2021 87 /H1118/H1118A kind of restraint device for passengers in vehicles (Ҽༀໄ) Ningbo Joyson Safety PRC ZL202111655194.5 December 30, 2021 88 /H1118/H1118A kind of airbag device (ɓ၇ंᚾༀໄ) Ningbo Joyson Safety PRC ZL202110413816.7 April 16, 2021 89 /H1118/H1118A kind of airbag for drivers (ंᚾ) Ningbo Joyson Safety PRC ZL202110669962.6 June 17, 2021 90 /H1118/H1118A kind of centralized-controlled steering wheel (ɓ၇ණછ˙Σᆵ) Ningbo Joyson Safety PRC ZL202110524857.3 May 14, 2021 91 /H1118/H1118An overhead airbag assembly system and control system (௟௅ंᚾණϓӻ୕ձછ Փӻ୕) Ningbo Joyson Safety PRC ZL202110077700.0 January 20, 2021 92 /H1118/H1118A noise reduction retractor (ኛ՜ϗኜ) Ningbo Joyson Safety PRC ZL202011534755.1 December 22, 2020 93 /H1118/H1118A kind of airbag and an airbag device adopting such airbag (τ Όंᚾༀໄ) Ningbo Joyson Safety PRC ZL202110247283.X March 5, 2021 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-21 – --- page 732 --- No. Patent Name Patentee Place of registration Patent number Application date 94 /H1118/H1118A seat-side airbag and airbag folding method (ಉਉंᚾ˸ʿᚾ஛ұ ج) Ningbo Joyson Safety PRC ZL202011539455.2 December 23, 2020 95 /H1118/H1118A kind of mobile in-vehicle entertainment system (ᆀ ӻ୕) Ningbo Joyson Safety PRC ZL202110724345.1 June 29, 2021 96 /H1118/H1118A kind of seat belt lock (ɓ၇τΌ੭ᕁЉ) Ningbo Joyson Safety PRC ZL201710595059.3 July 20, 2017 97 /H1118/H1118A kind of adaptive positioning mechanism and vehicle (Зዚ࿴ձ ӛԓ) Ningbo Joyson Safety PRC ZL201711058030.8 November 1, 2017 98 /H1118/H1118/H1118A steering wheel for vehicles (ӛԓ˙Σᆵ) Ningbo Joyson Safety PRC ZL202030812351.9 December 29, 2020 99 /H1118/H1118/H1118A method for gap control during product assembly (ଡ଼ༀගქછՓ ج) Joyson Safety Huzhou PRC ZL202210340930.6 April 2, 2022 100 /H1118A kind of three-stage pyrotechnic gas generator (ɓ၇ɧॴ๧˦όं᜗೯ ͛ኜ) Joyson Safety Huzhou PRC ZL202011037402.0 September 28, 2020 101 /H1118A kind of valve and plug structure for columnar generator (೯͛ኜ̂ंɹ ʿੁ᎘ഐ࿴) Joyson Safety Huzhou PRC ZL202210548521.5 May 20, 2022 102 /H1118A kind of TTFG collection device for testing of hybrid generator tank (ɓ၇૿Υό೯͛ኜᜦ಻ ༊TTFG મණༀໄ) Joyson Safety Huzhou PRC ZL202110849125.1 July 27, 2021 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-22 – --- page 733 --- No. Patent Name Patentee Place of registration Patent number Application date 103 /H1118A method for testing the water pressure of pipe bodies of Hoodlifter (ɓ၇Hoodlifter ၍᜗˥Ꮐ ج) Joyson Safety Huzhou PRC ZL202110543601.7 May 19, 2021 104 /H1118A kind of ceiling columnar hybrid airbag gas generator (૿Υότ Όंᚾं᜗೯͛ኜ) Joyson Safety Huzhou PRC ZL202110867274.0 July 30, 2021 105 /H1118A kind of pyrotechnic vehicle bonnet pop-up device (ɓ၇๧˦όӛԓˏᏗႊ ᅁৎༀໄ) Joyson Safety Huzhou PRC ZL202011030524.7 September 27, 2020 106 /H1118A kind of ventilation shaft structure for pyrotechnic gas generators (ɓ၇๧˦όं᜗೯͛ኜ રंˆഐ࿴) Joyson Safety Huzhou PRC ZL201910585282.9 July 1, 2019 107 /H1118A kind of special combustion chamber for gas generators (ࣿ ܃) Joyson Safety Huzhou PRC ZL201910585802.6 July 1, 2019 108 /H1118/H1118A kind of airbag device and its application (ɓ၇τΌंᚾༀໄʿՉ ͜௄) Lingang Joyson PRC ZL202111439216.4 November 29, 2021 109 /H1118/H1118A kind of folded steering wheel (ɓ၇ұᛌ˙Σᆵ) Lingang Joyson PRC ZL202110928870.5 August 13, 2021 110 /H1118/H1118A kind of steering wheel (ɓ၇˙Σᆵ) Lingang Joyson PRC ZL202 111104692.0 September 18, 2021 111 /H1118/H1118A kind of curtain airbag device (ɓ၇ंᖣༀໄ) Lingang Joyson PRC ZL202111230503.4 October 22, 2021 112 /H1118/H1118A fixed structure for anchor plate and a side curtain airbag device (ഐ࿴ʿਉंᖣ ༀໄ) Lingang Joyson PRC ZL202011625920.4 December 31, 2020 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-23 – --- page 734 --- Domain names As of the Latest Practicable Date, we owned the following domain names which we consider to be or may be material to our business: No. Domain names Registered owner Expiration date 1 /H1118/H1118/H1118joyson.com The Company January 17, 2035 2 /H1118/H1118/H1118joynext.com Ningbo JOYNEXT March 5, 2026 3 /H1118/H1118/H1118preh.com Preh GmbH August 18, 2026 4 /H1118/H1118/H1118joysonsafety.com JSS LLC December 4, 2026 Save as aforesaid, as of the Latest Practicable Date, there were no other trade or service marks, patents, intellectual or industrial property rights which were material in relation to our business. FURTHER INFORMATION ABOUT OUR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Particulars of the Service Contracts We have entered into a contract with each of our Directors and Supervisors in respect of, among other things (i) compliance of relevant laws and regulations, (ii) observance of the Articles of Association, and (iii) provisions on arbitration. Save as disclosed above, none of the Directors or Supervisors has entered into any service contracts as a director or supervisor 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)). Directors’ and Supervisors’ Remuneration The Directors and Supervisors receive remuneration in the forms of salaries, allowances and benefits in kind, performance related bonuses, share-based payment expenses, and pension scheme contributions. The aggregate amount of remuneration (including salaries, wages, benefits in kind and share-based payment expenses) paid to our Directors and Supervisors for the years ended December 31, 2022, 2023, 2024 and four months ended April 30, 2025 were approximately RMB26.6 million, RMB47.0 million, RMB38.6 million and RMB11.5 million, respectively. APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-24 – --- page 735 --- Disclosure of interests Immediately following completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised and no changes are made to our issued share capital), the interests and/or short positions of our Directors, Supervisors and chief executive in our Shares, underlying shares and debentures of our Company and its associated corporations, within the meaning of Part XV of the SFO, which will have to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she is taken or deemed to have under such provisions of the SFO), or which will be required, pursuant to section 352 of the SFO, to be recorded in the register referred to therein, or which will be required to be notified to our Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, will be as follows: Interest in Shares Name Position Nature of Interests (1) Number and Description of Shares Approximate percentage of shareholding following the completion of the Global Offering (%) (2) In A Shares In the total issued share capital of our Company W ANG Jianfeng (ࢤ3) /H1118/H1118/H1118/H1118/H1118 Executive Director and chairperson of the Board Beneficial owner; interest in controlled corporation 568,770,075 A Shares 40.75 36.68 LI Junyu (᲎) (4) /H1118/H1118/H1118/H1118/H1118 Executive Director, vice president and financial director Beneficial owner 520,000 A Shares 0.04 0.03 CHEN Wei (௓ਃ) (4) /H1118/H1118/H1118/H1118/H1118/H1118 Executive Director and President Beneficial owner 360,000 A Shares 0.03 0.02 CAI Zhengxin (ؚ) 4) /H1118/H1118/H1118/H1118/H1118 Executive Director and chief executive officer and president of Preh GmbH Beneficial owner 250,000 A Shares 0.02 0.02 ZHU Xuesong (ؒ)H1118/H1118/H1118/H1118/H1118/H1118 Non-executive Director Beneficial owner 60,000 A Shares 0.004 0.004 ZHOU Xingyou (܅)H1118/H1118/H1118/H1118/H1118 Non-executive Director Beneficial owner 10,000 A Shares 0.001 0.001 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-25 – --- page 736 --- Name Position Nature of Interests (1) Number and Description of Shares Approximate percentage of shareholding following the completion of the Global Offering (%) (2) In A Shares In the total issued share capital of our Company W ANG Y ude (ˮ͗ᅃ)(4) /H1118/H1118/H1118/H1118/H1118 Chairperson of the Supervisory Committee Beneficial owner 120,000 A Shares 0.01 0.01 GUO Feier (ெ൬Յ) (4) /H1118/H1118/H1118/H1118/H1118 Employee Supervisor Beneficial owner 120,000 A Shares 0.01 0.01 Notes: (1) All interests are long positions. (2) 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. (3) As of the Latest Practicable Date, Joyson Group was owned as to 57.50% by Mr. Wang. Therefore, Mr. Wang is deemed to be interested in the entire Shares held by Joyson Group under the SFO. As of the Latest Practicable Date, there were 12,664,015 A Shares repurchased and held in our Company’s stock repurchase account. Mr. Wang, directly and indirectly through Joyson Group, controls more than one-third of the voting power at the general meetings of our Company and would be taken to have an interest in such repurchased A Shares held by our Company. (4) Each of LI Junyu, CHEN Wei, CAI Zhengxin, W ANG Y ude and GUO Feier is interested in the underlying A Shares relating to the awards granted pursuant to the Employee Incentive Scheme. Save as disclosed above, none of the Directors, Supervisors or the chief executive of the Company will, immediately following completion of the Global Offering, has any interests and/or short positions in the Shares, underlying Shares and debentures of our Company’s associated corporations (within the meaning of Part XV of the SFO), which will have to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she is taken or deemed to have under such provisions of the SFO), or which will be required, pursuant to section 352 of the SFO, to be recorded in the register referred to therein, or which will be required to be notified to our Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules. APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-26 – --- page 737 --- Substantial Shareholders For information on the persons who will, immediately following the completion of the Global Offering, having or be deemed or taken to have beneficial interests or short position in our Shares or underlying Shares which would fall to be disclosed to our Company under the provisions of 2 and 3 of Part XV of the SFO, see the section headed “Substantial Shareholders” in this prospectus. So far as the Directors are aware, the persons (other than our Directors, the chief executive of our Company, and any member of our Group) will, immediately following the completion of the Global Offering, be interested in 10% or more of the nominal value of any class of share capital carrying the rights to vote in all circumstances at general meetings of the members of our Group (other than our Company): Our subsidiaries Name of substantial shareholder Approximate percentage of interest (%) Anhui Joyson Auto Safety Systems Holdings Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Advanced Manufacturing Industry Investment Fund (L.P .) ( ΋ආႡி ږ(Υྫ)) 13.05 Anhui Joyson Auto Safety Systems Holdings Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Advanced Manufacturing Industry Investment Fund II (L.P .) ( ΋ආႡ ɚಂ(Υྫ)) 10.17 RTA Holdings, Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Rizal Commercial Banking Corporation 60.00 Joyson-TOA Safety Systems Co., Ltd /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 TOA V enture Holding Co., Ltd. 30.00 Joyson Anand Abhishek Safety Systems Private Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Asia Investments Private Limited 30.00 Key Automotive Accessories Co., Ltd. (ϵл੻ӛԓཧ௅΁ ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 ZHANG Y onghe ( ੵ͑ձ) 20.00 Senssun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118ZHAO Y ukun (׺15.85 Ningbo Donghe Intelligent Technology Co., Ltd (ͫ౽ ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Ningbo Zhongran Intelligent Technology Co., Ltd (଺್౽ ʮ̡) 41.00 Ningbo Joyson Automotive Trim Technology Co., Ltd (ѩ௷ུ ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 QIU Y ongping ( ໿̻͑) 10.00 APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-27 – --- page 738 --- Our subsidiaries Name of substantial shareholder Approximate percentage of interest (%) Ningbo Junsheng New Energy V ehicle Technology Co., Ltd (ت ʮ̡) /H1118/H1118/H1118 Ningbo Junxi Investment Management Partnership Enterprise (Limited Partnership) (ѩဢҳ༟၍ଣΥྫΆุ(ࠢ Υྫ)) 27.00 Nanjing Borg Automotive Technology Service Partnership Enterprise (Limited Partnership) (ਕΥྫΆุ (Υྫ)) 18.00 Ningbo Shuchuang Qunying Junyue Charge New Energy Technology Co., Ltd (̂อ ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Ningbo Shuchuang Industry Investment Co., Ltd (ᅰ௴ପ ʮ̡) 34.00 Liaoyuan Junsheng Qunying Charging Technology Co., Ltd (ʮ̡) /H1118 Shanghai Kaizhisheng Automotive Electronics Co., Ltd ( ɪऎ௱ʘ᳅ ʮ̡) 30.00 Save as disclosed herein, our Directors are not aware of any other person who will, immediately following the completion of the Global Offering (including any additional H Shares issued pursuant to the Offer Size Adjustment Option and the Over-allotment Option), have an interest or short position in Shares or underlying Shares of the Company, which would be required to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or will, directly or indirectly, be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of the Group. Employee Incentive Scheme The following is a summary of the principal terms of the Employee Incentive Scheme of our Company approved by the Shareholders on November 1, 2021. The terms of Employee Incentive Scheme are not subject to the provisions of Chapter 17 of the Listing Rules regarding share schemes involving issue of new shares. The terms of the Employee Incentive Scheme are summarized below. APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-28 – --- page 739 --- (i) Purpose The purpose of the Employee Incentive Scheme is to improve our Group’s corporate governance structure and incentivize our Group’s management and key employees to achieve a sustained and long-term development of our Group. The Employee Incentive Scheme is implemented to attract, retain and motivate management and key employees of our Group, and to promote the success of our Group’s business by providing them with appropriate incentives based on fulfilling certain performance goals. (ii) Administration The Employee Incentive Scheme is executed by the Board subject to the authorization by the Shareholders. The meeting of all participants of the Employee Incentive Scheme (“Participants ”) shall have the full power to administer the Employee Incentive Scheme. A management committee, the members of which are elected by the meetings of the Participants, is authorized to oversee the day-to-day management of the Employee Incentive Scheme. (iii) Eligibility and Participation Participants will consist of Directors (excludes independent non-executive Directors), management and key employees of our Group as the Board determines from time to time to receive awards under the Employee Incentive Scheme. (iv) Source and Maximum Number of Shares The Shares underlying the Employee Incentive Scheme shall be A Shares repurchased by our Company from the secondary market and transferred to the Employee Incentive Scheme. Each award granted represents the entitlement to the corresponding portion of A Shares underlying the Employee Incentive Scheme (“ Awards ”). These Awards are subject to a lock-up period and will only be unlocked upon fulfilling the unlocking conditions stipulated. The maximum number of Shares in respect of the Awards that can be granted under the Employee Incentive Scheme is 9,000,000. (v) Term of the Scheme The term of the Employee Incentive Scheme shall be no more than 120 months from the date of the Shareholders approved and the announcement of the last transfer of the relevant A Shares into the Employee Incentive Scheme. Should the Employee Incentive Scheme not be extended upon its expiration, it will automatically terminate. (vi) Performance Targets and Lock-up Subject to fulfillment of the performance targets at Company level and Participant level, the Awards held by the Participants shall be unlocked in three installments in the proportion of 30%, 30% and 40%, commencing from 17 months, 29 months and 41 months, respectively, APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-29 – --- page 740 --- after the announcement date of the Company’s transfer of the last tranche of underlying Shares to the Employee Incentive Scheme. The A Shares underlying the unlocked Awards shall be sold by the management committee as authorized by the meetings of the Participants, with the net proceeds to be distributed to the relevant Participants proportionately. The Shares derived from the underlying Shares obtained under the Employee Incentive Scheme as a result of events such as the distribution of share dividends and capitalisation of capital reserve by the Company shall also be subject to the above lock-up arrangement. (vii) Details of the Awards granted The aggregate number of A Shares underlying the Employee Incentive Scheme is 9,000,000. Due to the unlocking of the Awards and the sale of the underlying A Shares for the relevant Participants, the number of A Shares held by the Employee Incentive Scheme has decreased accordingly. As of the Latest Practicable Date, the aggregate number of A Shares held by the Employee Incentive Scheme was 3,690,000, representing approximately 0.26% of the issued share capital of our Company as of the Latest Practicable Date and approximately 0.24% of the total issued share capital of our Company immediately following the completion of the Global Offering (assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised and no changes are made to our issued share capital between the Latest Practicable Date and the Listing). Details of the outstanding Awards granted to Participants pursuant to the Employee Incentive Scheme as of the Latest Practicable Date are set out below: Name Position(s) held within our Group Date of Grant Grant Price Number of A Shares underlying the outstanding Awards granted Approximate percentage of shareholding in the enlarged issued share capital of our Company immediately after completion of the Global Offering (1) (RMB) Directors and Supervisors LI Junyu (᲎) /H1118/H1118Executive Director, vice president and financial director November 1, 2021 9.50 200,000 0.01% December 25, 2023 9.50 240,000 0.02% CHEN Wei ( ௓ਃ) /H1118/H1118Executive Director and President November 1, 2021 9.50 240,000 0.02% APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-30 – --- page 741 --- Name Position(s) held within our Group Date of Grant Grant Price Number of A Shares underlying the outstanding Awards granted Approximate percentage of shareholding in the enlarged issued share capital of our Company immediately after completion of the Global Offering (1) (RMB) CAI Zhengxin (ؚ)H1118/H1118/H1118/H1118/H1118/H1118 Executive Director and chief executive officer and president of Preh GmbH November 1, 2021 9.50 240,000 0.02% W ANG Y ude (ˮ͗ᅃ) /H1118/H1118/H1118/H1118/H1118/H1118 Chairperson of the Supervisory Committee November 1, 2021 9.50 120,000 0.01% GUO Feier (ெ൬Յ) /H1118/H1118/H1118/H1118/H1118/H1118 Employee Supervisor November 1, 2021 9.50 120,000 0.01% Other Participants Other Key Employees /H1118/H1118/H1118/H1118/H1118 – November 1, 2021 9.50 2,530,000 0.16% Note: (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. Disclaimers (a) Save as disclosed in this section and the section headed “History, Development and Corporate Structure,” none of the Directors, Supervisors nor any of the experts referred to in “— Other Information — Qualifications and Consents of Experts” below has any direct or indirect interest in the promotion of, or in any assets which have been, within the two years immediately preceding the date of this prospectus, acquired or disposed of by, or leased to, any member of the Group, or are proposed to be acquired or disposed of by, or leased to, any member of the Group. (b) Save in connection with the Underwriting Agreements, none of the Directors, Supervisors nor any of the experts referred to in “—Other Information—Qualifications and Consents of Experts” below, is materially interested in any contract or arrangement subsisting at the date of this prospectus which is significant in relation to the business of the Group. APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-31 – --- page 742 --- (c) No cash, securities or other benefit has been paid, allotted or given within the two years preceding the date of this prospectus to any promoter of the Company nor is any such cash securities or benefit intended to be paid, allotted or given on the basis of the Global Offering or related transactions as mentioned. (d) Save as disclosed in the section headed “Business,” none of our Directors or Supervisors or their close associates (as defined in the Listing Rules) or the existing Shareholders (who, to the knowledge of our Directors, owns more than 5% of our issued share capital) has any interest in any of the five largest customers or the five largest suppliers of our Group. OTHER INFORMATION Estate Duty Our Directors have been advised that no material liability for estate duty is likely to fall on our Group. Litigation So far as our Directors are aware, no litigation or claim of material importance is pending or threatened against any member of our Group. Joint Sponsors The Joint Sponsors have made an application on our behalf to the Listing Committee for the listing of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering (including any H Shares which may fall to be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option). Pursuant to the engagement letter entered into between the Company and each of the Joint Sponsors, we have agreed to pay the Joint Sponsors an aggregate sponsor fee of US$1,000,000 to act as the sponsors of our Company in connection with the proposed listing on the Hong Kong Stock Exchange. APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-32 – --- page 743 --- Qualifications and Consents of Experts The following experts have each given and have not withdrawn their respective written consents to the issue of this prospectus with copies of their reports, letters, opinions or summaries of opinions (as the case may be) and the references to their names included herein in the form and context in which they are respectively included. Name Qualification China International Capital Corporation Hong Kong Securities Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A licensed corporation under the SFO for type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 5 (advising on futures contracts) and type 6 (advising on corporate finance) of the regulated activities as defined under the SFO UBS 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 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 6 (advising on corporate finance) and Type 7 (providing automated trading services) of the regulated activities under the SFO KPMG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Public Interest Entity Auditor registered in accordance with the Accounting and Financial Reporting Council Ordinance Commerce & Finance Law Offices /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 PRC legal advisor Jincheng Tongda & Neal Law Firm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 PRC data compliance legal advisor Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Independent industry consultant As of the Latest Practicable Date, none of the experts named above has any shareholding interest in our Company or any of our subsidiaries or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of our Group. 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 Ordinance so far as applicable. APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-33 – --- page 744 --- 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). PROMOTERS The promoters of our Company are Liaoyuan Chemical Fiber Factory ( ፱๕ʷᜄᅀ), Shanghai Second Textile Machinery Co., Ltd. (ʮ̡), China Jilin International Economic and Technical Cooperation Company (਷ყ຾᏶ҦஔΥЪʮ ̡) and China Chemical Fiber Company ( ʕ਷ʷᜄʮ̡). Save as disclosed in the section headed “History, Development and Corporate Structure” in this prospectus, within the two years immediately preceding the date of this prospectus, no cash, securities or benefit has been paid, allotted or given, or is proposed to be paid, allotted or given to the promoters named above in connection with the Global Offering or the related transactions described in this prospectus. PRELIMINARY EXPENSES The Company did not incur material preliminary expenses for the purpose of the Listing Rules. NO MATERIAL ADVERSE CHANGE The Directors confirm that there has been no material adverse change in our financial or trading position since April 30, 2025. MISCELLANEOUS (a) Save as disclosed in this section and in the section headed “Financial Information” in this prospectus, within the two years immediately preceding the date of this prospectus: (i) no loan capital or debenture of our Company or any of our subsidiaries has been issued or agreed to be issued or is proposed to be issued for cash or as fully or partly paid other than in cash or otherwise; (ii) no share or loan capital of our Company or any of our subsidiaries is under option or is agreed conditionally or unconditionally to be put under option; and (iii) no commissions, discounts, brokerages or other special terms have been granted or agreed to be granted in connection with the issue or sale of any share or loan capital of our Company or any of our subsidiaries. APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-34 – --- page 745 --- (b) There are no founder, management or deferred shares nor any debentures in our Company or any of our subsidiaries; (c) No share or loan capital or debenture of our Company or any of our subsidiaries is under option or is agreed conditionally or unconditionally to be put under option; and (d) No commissions, discounts, brokerages or other special terms have been granted in connection with the issue or sale of any share or loan capital of our Company or any of its subsidiaries by our Company for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of our Company or any of our subsidiaries. (e) Save for the A Shares of our Company that are listed on the Shanghai Stock Exchange and the A shares of Senssun that are listed on the Shenzhen Stock Exchange, and save for the H Shares to be issued in connection with the Global Offering, no equity or debt securities of any company within our Group is presently listed on any stock exchange or traded on any trading system nor is any listing or permission to deal being or proposed to be sought. (f) Our Company has no outstanding convertible debt securities or debentures. (g) There is no arrangement under which future dividends are waived or agreed to be waived. (h) 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. APPENDIX VI STATUTORY AND GENERAL INFORMATION – VI-35 – --- page 746 --- DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG The documents attached to the copy of this prospectus delivered to the Registrar of Companies in Hong Kong for registration were: (a) the written consents referred to in “ Appendix VI — Statutory and General Information — Other Information — Qualifications and Consents of Experts ”; and (b) a copy of each of the material contracts referred to in “ Appendix VI — Statutory and General Information — Further Information about our Business — Summary of Material Contracts ”. DOCUMENTS A V AILABLE ON DISPLAY Copies of the following documents will be available on display on the website of the Stock Exchange at www.hkexnews.hk and our website at www.joyson.com during a period of 14 days from the date of this prospectus: 1. the Articles of Association; 2. the Accountants’ Report from KPMG, the text of which is set forth in Appendix I to this prospectus; 3. the audited consolidated financial statements of our Company for the three financial years ended December 31, 2024 and four months ended April 30, 2025; 4. the report on review of unaudited interim financial information of our Group for the six months ended June 30, 2025 from KPMG, the text of which is set out in the section headed “Unaudited Interim Financial Information” in Appendix IA to this prospectus; 5. the report from KPMG on the unaudited pro forma financial information of our Group, the text of which is set forth in Appendix II to this prospectus; 6. the material contract in “ Appendix VI — Statutory and General Information — Further Information about our Business — Summary of Material Contracts ”; 7. the written consents referred to in “ Appendix VI — Statutory and General Information — Other Information — Qualifications and Consents of Experts ”; 8. the service contracts referred to in “ Appendix VI — Statutory and General Information — Further Information about our Directors, Supervisors and Senior Management — Particulars of the Service Contracts ”; APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY – VII-1 – --- page 747 --- 9. the legal opinions issued by Commerce & Finance Law Offices, our PRC Legal Advisor, in respect of, among other things, the general corporate matters and the property interests of our Group under PRC law; 10. the legal opinion issued by Jincheng Tongda & Neal Law Firm, our PRC data compliance legal advisor, in respect of, among other things, certain data protection, data compliance and cybersecurity matters of our Group under PRC law; 11. the industry report issued by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., the summary of which is set forth in the section headed “ Industry Overview ” in this prospectus; and 12. the PRC Company Law, the Securities Law, the Trial Measures, together with their respective unofficial English translations. APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY – VII-2 – --- page 748 ---