--- page 1 --- Stock Code : 6656 GLOBAL OFFERING (A joint stock company incorporated in the People’s Republic of China with limited liability) 思格新能源（上海）股份有限公司 Sigenergy Technology Co., Ltd. Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Other Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager --- page 2 --- IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should obtain professional independent advice. Sigenergy Technology Co., Ltd. (อঐ๕ (ɪऎ )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 : 13,573,900 H Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 1,357,400 H Shares (subject to reallocation) Number of International Offer Shares : 12,216,500 H Shares (subject to reallocation and the Over-allotment Option) Offer Price : HK$324.20 per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : RMB0.1 per H Share Stock code : 6656 Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Other Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the contents of this Prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever ar ising from or in reliance upon the whole or any part of the contents of this Prospectus. A copy of this Prospectus, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies i n Hong Kong and Available on Display” in Appendix V , has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents o f this Prospectus or any other documents referred to above. The Offer Price will be HK$324.20 per Offer Share, unless otherwise announced. Applicants for Hong Kong Offer Share may be required to pay, on applicat ion (subject to application channels), the Offer Price of HK$324.20 for each Hong Kong Offer Share together with a brokerage fee of 1.0%, a SFC transaction levy of 0.0027%, AFRC tra nsaction levy of 0.00015% and a Hong Kong Stock Exchange trading fee of 0.00565%. The Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) may, with the consent of our Company, reduce the number of Hong Ko ng Offer Shares and/or the indicative Offer Price below that is stated in this Prospectus (which is HK$324.20) at any time on or prior to the morning of the last day for lodging appl ications under the Hong Kong Public Offering In such case, notices will be published on the websites of our Company and the Stock Exchange and the offer will be canceled and relaunched at th e revised number of Offer Shares and/or the revised Offer Price and the requirements under Rule 11.13 of the Listing Rules (which include the issue of a supplemental or a new prospectus (as appropriate)), as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Further details are set forth in the sections headed “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 Joint Sponsors and the Spon sor-Overall Coordinators (on behalf of the Underwriters) if certain events occur prior to 8:00 a.m. on the Listing Date. Please refer to the section headed “Underw riting”. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold, pledged or transferred within the United States or to, or for the account or benefit of U.S. persons, except in transactions exempt from, or not subject to, the registration re quirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S. ATTENTION We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this Prospectus to the p ublic in relation to the Hong Kong Public Offering. This Prospectus is available at the websites of the Stock Exchange ( www.hkexnews.hk ) and our Company ( www.sigenergy.com ). If you require a printed copy of this Prospectus, you may download and print from the website addresses above. IMPORTANT April 8, 2026 --- page 3 --- IMPORTANT NOTICE TO INVESTORS: FULLY ELECTRONIC APPLICATION PROCESS We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this Prospectus to the public in relation to the Hong Kong Public Offering. This Prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ” section, and our website at www.sigenergy.com. If you require a printed copy of this Prospectus, you may download and print from the website addresses above. To apply for the Hong Kong Offer Shares, you may: (1) apply online through the HK eIPO White Form service at www.hkeipo.hk ;o r (2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees to apply on your behalf by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf. We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of this Prospectus are identical to the printed Prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. If you are an intermediary , broker or agent , please remind your customers, clients or principals, as applicable, that this Prospectus is available online at the website addresses above. Please refer to the section headed “How to Apply for Hong Kong Offer Shares” for further details of the procedures through which you can apply for the Hong Kong Offer Shares electronically. Your application through the HK eIPO White Form service or the HKSCC EIPO channel must be for a minimum of 100 Hong Kong Offer Shares and in one of the numbers set out in the table below. IMPORTANT –i i– --- page 4 --- If you are applying through the HK eIPO White Form service, you may refer to the table below for the amount payable for the number of Hong Kong Offer Shares you have selected. You must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares. If you are applying through the HKSCC EIPO channel, you are required to pre-fund your application based on the amount specified by your broker or custodian , as determined based on the applicable laws and regulations in Hong Kong. No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment HK$ HK$ HK$ HK$ 100 32,746.96 2,000 654,939.11 10,000 3,274,695.56 300,000 98,240,867.10 200 65,493.91 2,500 818,673.89 20,000 6,549,391.15 400,000 130,987,822.80 300 98,240.88 3,000 982,408.67 30,000 9,824,086.71 500,000 163,734,778.50 400 130,987.82 3,500 1,146,143.45 40,000 13,098,782.28 600,000 196,481,734.20 500 163,734.78 4,000 1,309,878.23 50,000 16,373,477.86 678,700 (1) 222,253,588.33 600 196,481.73 4,500 1,473,613.01 60,000 19,648,173.42 700 229,228.69 5,000 1,637,347.79 70,000 22,922,868.99 800 261,975.64 6,000 1,964,817.34 80,000 26,197,564.55 900 294,722.61 7,000 2,292,286.89 90,000 29,472,260.14 1,000 327,469.56 8,000 2,619,756.46 100,000 32,746,955.70 1,500 491,204.34 9,000 2,947,226.02 200,000 65,493,911.40 Notes: (1) Maximum number of Hong Kong Offer Shares you may apply for, and this is 50% of the Hong Kong Offer Shares initially offered. (2) The amount payable is inclusive of brokerage, SFC transaction levy, the Hong Kong Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively. No application for any other number of the Hong Kong Offer Shares will be considered and any such application is liable to be rejected. IMPORTANT – iii – --- page 5 --- If there is any change to the expected timetable of the Hong Kong Public Offering, we will issue an announcement to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.sigenergy.com . Hong Kong Public Offering commences ...................... .9:00 a.m. on Wednesday, April 8, 2026 Latest time to complete applications under the HK eIPO White Form service through the designated website at www.hkeipo.hk (2) ...................... 1 1:30 a.m. on Monday, April 13, 2026 Application lists open (3) .................................... 1 1:45 a.m. on Monday, April 13, 2026 Latest time (a) to complete payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (b) give electronic application instructions to HKSCC (4) ...................... .12:00 noon on Monday, April 13, 2026 If you are instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf, you are advised to contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian. Application lists close (3) .................................. .12:00 noon on Monday, April 13, 2026 Announcement of:  the level of applications of the Hong Kong Public Offering;  the level of indications of interest in the International Offering; and  the basis of allocation of the Hong Kong Offer Shares to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.sigenergy.com (5) ............................... a to r before 11:00 p.m. on Wednesday, April 15, 2026 EXPECTED TIMETABLE (1) –i v– --- page 6 --- The results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be made available through a variety of channels as described in the section headed “How to Apply for the Hong Kong Offer Shares — Publication of Results”, including:  on the website of the Stock Exchange at www.hkexnews.hk and our website at www.sigenergy.com (5) respectively ...................... a to r before 11:00 p.m. on Wednesday, April 15, 2026  from the “Allotment Results” page at the designated results of allocations website at www.hkeipo.hk/IPOResult (or www.tricor.com.hk/ipo/result ) with a “search by ID” function ................................ .from 11:00 p.m. on Wednesday, April 15, 2026 to 12:00 midnight on Tuesday, April 21, 2026  from the allocation results telephone enquiry line by calling +852 3691 8488 between 9:00 a.m. and 6:00 p.m. .................... from Thursday, April 16, 2026 to Tuesday, April 21, 2026 (excluding Saturdays, Sundays) Despatch of H Share certificates in respect of wholly or partially successful applications, or deposit of H Share certificate into CCASS, on or before (6) ...... W ednesday, April 15, 2026 Despatch of HK eIPO White Form e-Auto Refund payment instructions/refund cheques in respect of wholly or partially unsuccessful applications on or before (7) .... .Thursday, April 16, 2026 Dealings in our H Shares on the Hong Kong Stock Exchange expected to commence at .................... .9:00 a.m. on Thursday, April 16, 2026 Notes: (1) All dates and times refer to Hong Kong local time and dates unless otherwise stated. (2) You will not be permitted to submit your application through the designated website at www.hkeipo.hk after 11:30 a.m. on the last day for making applications. If you have already submitted your application and obtained an application reference number from the designated website before 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for making applications, when the application lists close. (3) If there is/are Severe Weather Signal(s) (as defined in the “How to Apply for the Hong Kong Offer Shares — Severe Weather Arrangements”) in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, April 13, 2026, the application lists will not open or close on that day. See “How to Apply for the Hong Kong Offer Shares — Severe Weather Arrangements” for further details. EXPECTED TIMETABLE (1) –v– --- page 7 --- (4) If you instruct your broker or custodian who is an HKSCC Participant to give electronic application instructions via FINI to apply for the Hong Kong Offer Shares on your behalf, you should contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above. Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC via HKSCC’s FINI system should refer to the section headed “How to Apply for Hong Kong Offer Shares — Applications for the Hong Kong Offer Shares — 2. Application Channels” for details. (5) None of the websites or any of the information contained on the websites forms part of this Prospectus. (6) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is expected to be on or around Thursday, April 16, 2026 provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting” has not been exercised. Investors who trade our H Shares on the basis of publicly available allocation details before the receipt of H Share certificates or before the H Share certificates become valid evidence of title do so entirely at their own risk. (7) Applicants being individuals who are eligible for personal collection may not authorize any other person to collect on their behalf. If you are a corporate applicant which is eligible for personal collection, your authorized representative must bear a letter of authorization from your corporation stamped with your corporation’s chop. Both individuals and authorized representatives must produce evidence of identity acceptable to our H Share Registrar at the time of collection. Any uncollected H Share certificates will be dispatched by ordinary post, at the applicants’ risk, to the addresses specified in the relevant applications. HK eIPO White Form e-Auto Refund payment instructions/refund cheques will be issued for the applicants who have applied through the HK eIPO White Form service in respect of wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering. Part of the applicant’s identification document number, or, if the application is made by joint applicants, part of the identification document number of the first-named applicant, provided by the applicant(s) may be printed on the refund cheque, 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 cheques. Inaccurate completion of an applicant’s identification document number may invalidate or delay encashment of the refund cheques. Applicants who have applied through the HK eIPO White Form 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 the HK eIPO White Form e-Auto Refund payment instructions. Applicants who have applied through the HK eIPO White Form service and paid their application monies through multiple bank accounts may have refund monies (if any) despatched to the address as specified in their application instructions in the form of refund cheque(s) in favor of the applicant (or, in the case of joint applications, the first-named applicant) by ordinary post at their own risk. For applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel, H Share certificate(s) will be issued in the name of HKSCC Nominees, deposited into CCASS and credited to their designated HKSCC Participant’s stock account. For applicants who have applied through HKSCC EIPO channel, their broker or custodian will arrange refund to their designated bank account subject to the arrangement between them and their broker or custodian. Further information is set out in the sections headed “How to Apply for Hong Kong Offer Shares — Despatch/Collection of H Share Certificates and Refund of Application Monies”. The above expected timetable is a summary only. You should read carefully the sections headed “Underwriting”, “Structure of the Global Offering” and “How to Apply for the Hong Kong Offer Shares” for details relating to the structure of the Global Offering and the conditions and procedures for application for the Hong Kong Offer Shares. EXPECTED TIMETABLE (1) –v i– --- page 8 --- IMPORTANT NOTICE TO PROSPECTIVE INVESTORS This Prospectus is issued by us solely in connection with the Hong Kong Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the Hong Kong Offer Shares offered by this Prospectus pursuant to the Hong Kong Public Offering. This Prospectus may not be used for the purpose of 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. Y ou should rely only on the information contained in this Prospectus to make your investment decision. The Hong Kong Public Offering is made solely on the basis of the information contained and the representations made in this Prospectus. We have not authorized anyone to provide you with information that is different from what is contained in this Prospectus. Any information or representation not contained nor made in this Prospectus must not be relied on by you as having been authorized by us, the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, any of our or their respective directors, officers, employees, agents, or representatives of any of them or any other parties involved in the Global Offering. EXPECTED TIMETABLE ............................................. i v CONTENTS ........................................................ v i i SUMMARY ........................................................ 1 DEFINITIONS ...................................................... 1 5 GLOSSARY OF TECHNICAL TERMS ................................... 2 8 FORW ARD-LOOKING STATEMENTS ................................... 3 3 RISK FACTORS .................................................... 3 4 INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING .............................................. 6 3 W AIVERS ......................................................... 6 7 DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING .............................................. 7 1 CORPORATE INFORMATION ......................................... 7 7 INDUSTRY OVERVIEW .............................................. 7 9 CONTENTS – vii – --- page 9 --- REGULATORY OVERVIEW ........................................... 9 6 HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE ............... 1 0 8 BUSINESS ......................................................... 1 2 7 DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT ................ 1 8 4 RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS ............. 1 9 9 SUBSTANTIAL SHAREHOLDERS ...................................... 2 0 2 SHARE CAPITAL ................................................... 2 0 4 CORNERSTONE INVESTORS ......................................... 2 0 6 FINANCIAL INFORMATION .......................................... 2 1 6 FUTURE PLANS AND USE OF PROCEEDS .............................. 2 5 1 UNDERWRITING ................................................... 2 5 6 STRUCTURE OF THE GLOBAL OFFERING ............................. 2 6 8 HOW TO APPLY FOR HONG KONG OFFER SHARES ..................... 2 7 5 APPENDIX I ACCOUNTANTS’ REPORT ............................ I - 1 APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . II-1 APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY .................................. III-1 APPENDIX IV STATUTORY AND GENERAL INFORMATION ............ I V - 1 APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY ........................................ V - 1 CONTENTS – viii – --- page 10 --- This summary aims to give you an overview of the information contained in this Prospectus and should be read in conjunction with the full text of this Prospectus. As this is a summary, it does not contain all the information that may be important to you. Y ou should read the entire document before you decide to invest in the Offer Shares. There are risks associated with any investment. Some of the particular risks in investing in the Offer Shares are set out in the “Risk Factors” section in this Prospectus. Y ou should read that section carefully before you decide to invest in the Offer Shares. OVERVIEW We are a global leader in distributed energy storage system (DESS) solutions. We are strategically focused on the stackable all-in-one DESS solutions market, a sub-segment accounting for approximately 0.7% of the ESS market in 2024. Two years after our founding, we have become the world’s No. 1 provider of stackable all-in-one DESS solutions as measured by product shipments with a 28.6% market share in 2024, according to Frost & Sullivan, accounting for 0.6% of the DESS market and 0.2% of the ESS market in the same period. We develop and provide innovative renewable energy solutions for both homes and businesses. As of the Latest Practicable Date, our products are primarily used in residential scenarios, and to a lesser extent C&I and utility-scale scenarios. Our flagship product, SigenStor , seamlessly integrates a solar inverter, EV DC charger, Power Conversion System (PCS), battery pack, and Energy Management System (EMS) with a modular, stackable product design. With simple stacking or module replacement, users can tailor capacity to meet a range of energy needs across residential, commercial, and industrial applications, showcasing substantial flexibility and scalability. During the Track Record Period, SigenStor sales had consistently contributed over 90% of our total revenue. The exceptional scalability and convenience benefits offered by our products have captivated customers worldwide. At present, our reach extends far and wide — we work with an extensive network of 172 distributors spanning 85 countries and regions as of December 31, 2025, and we have become the go-to partner for leading distributors in all major markets such as APAC, Europe and Africa, including the top distributor in the Australia, UK, Ireland, Sweden, South Africa and United States. In 2023, 2024 and 2025, we achieved total energy capacity sales of 18 MWh, 447 MWh and 3,947 MWh for our flagship product, SigenStor , respectively. Our Achievements Driven by our technological capabilities and the compelling value of our products, we experienced rapid business expansion and revenue growth throughout the Track Record Period. Our revenues increased from RMB58.3 million in 2023 to RMB1,329.8 million in 2024, and further to RMB9,000.5 million in 2025. Despite our loss making position in 2023, we have achieved a net profit of RMB83.8 million and RMB2,918.8 million in 2024 and 2025, respectively. No. 1 Stackable All-in-one DESS Solution Provider(1) in 2024 154.4x revenue growth from 2023 to 2025 ~40% R&D employees(2) 605 / 234 patent applications/ issued patents(2) Global Business Coverage 85 countries and regions(2) 172 / 17,600+ cooperative distributors/ registered installers(2) Notes: (1) Stackable all-in-one DESS solutions market is a sub-segment within the broader global ESS industry. According to Frost & Sullivan, the all-in-one DESS market share in the ESS market is 2.5% in 2024. (2) As of December 31, 2025. SUMMARY –1– --- page 11 --- OUR SMART RENEW ABLE ENERGY SOLUTIONS During the Track Record Period, we generated our revenues from sales of products, including primarily SigenStor , and to a lesser extent energy gateways, including three-phase gateways, C&I gateways, and single-phase gateways, as well as other products such as EV AC chargers. Our energy gateways are smart backup boxes providing intelligent energy management and monitoring, automatically detecting power outages and providing seamless transition to backup ESS power sources when used in combination with our SigenStor , and supports third party products to increase energy source flexibility and providing limited control functionalities of the system. To enhance user experience, we developed the AI-powered mySigen app, offering real-time monitoring, effortless device management, and seamless troubleshooting across our entire product range. The following table sets forth our revenue breakdown by products, in absolute amounts and as a percentage of our total revenue, for the years indicated. Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except percentages) SigenStor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,174 96.4 1,204,247 90.6 8,363,020 92.9 Gateway /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,115 1.9 78,380 5.9 438,885 4.9 Others* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,013 1.7 47,211 3.5 198,607 2.2 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,302 100.0 1,329,838 100.0 9,000,512 100.0 *Note: including primarily standalone EV AC chargers and accessories. The following table sets forth details on the sales volumes and average selling prices (calculated as the relevant product revenue divided by corresponding sales volume, net of rebates granted and tax) of our major products during the Track Record Period. Y ear ended December 31, 2023 2024 2025 Sales Volume Average selling price Sales Volume Average selling price Sales Volume Average selling price SigenStor (1) /H1118/H1118/H111818 MWh 3.17 RMB/Wh 447 MWh 2.69 RMB/Wh 3,947 MWh 2.12 RMB/Wh Gateway (2) /H1118/H1118/H1118/H1118392 units 2,844 RMB/unit 14,146 units 5,541 RMB/unit 104,552 units 4,198 RMB/unit Notes: (1) In line with market practices for assessing ESS sales volumes, we measure the sales volume of SigenStor based on the energy capacity of its battery packs sold (which is the core function for ESS solutions). Accordingly, we use “MWh” and “RMB/Wh” to measure the sales volume and average selling price for SigenStor , respectively. (2) We use “unit” and “RMB/unit” to measure the sales volume and average selling price for energy gateways, respectively. The average selling price of SigenStor to our distributors decreased between 2023 and 2024 primarily as we lowered our prices of SigenStor in 2024, and we granted overall higher sales rebates to our distributors as a result of increased sales volume by distributors qualifying them for higher rebate tiers under our sales performance based, tiered rebate policy. Moreover, the decrease in average selling price of SigenStor between 2024 and 2025 was primarily due to (i) an increasing proportion of SigenStor sales with larger energy storage capacity configurations, which generally SUMMARY –2– --- page 12 --- have lower per-Wh prices compared to our smaller capacity configurations. According to Frost & Sullivan, it is an industry norm for increasing capacity to reduce per-Wh prices due to the increased energy density reducing the cost per unit of energy. This increase in the proportion of SigenStor sales with larger capacities was driven by factors such as favorable government policies and increased market supply enhancing the accessibility of ESS products to end-customers, and (ii) continued increase in overall sales rebates granted to our distributors as a result of the continued increase in sales volume by distributors qualifying them for higher rebate tiers under our sales performance based, tiered rebate policy. The average selling price of gateways increased between 2023 and 2024 primarily due to the increase in capacity of later models in 2024 enabling us to charge higher prices. The average selling price of gateways decreased between 2024 and 2025, primarily due to lower selling prices of our C&I gateways. The following table sets forth a breakdown of our gross profit and gross profit margin by product for the years indicated. Y ear ended December 31, 2023 2024 2025 Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin RMB % RMB % RMB % (in thousands, except for percentages) SigenStor /H1118/H1118/H111818,064 32.2 566,393 47.0 4,249,378 50.8 Gateway /H1118/H1118/H1118/H111815 1.3 27,490 35.1 132,127 30.1 Others* /H1118/H1118/H1118/H1118170 16.8 29,747 63.0 123,348 62.1 Total /H1118/H1118/H1118/H1118/H111818,249 31.3 623,630 46.9 4,504,853 50.1 *Note: including primarily standalone EV AC chargers and accessories. Our gross profit margins of SigenStor increased throughout the Track Record Period primarily due to decreased per-unit production costs from continual product design and production optimizations, while we continued to maintain our premium product pricing. Our gross profit margins of gateways and others increased between 2023 and 2024, primarily due to decreased production costs per unit as we rapidly scaled production volume and sales. Our gross profit margin of gateways decreased from 2024 to 2025, mainly due to the relatively low gross profit margin of C&I gateways. Since our inception, we have rapidly expanded our global footprint as part of our international growth strategy to benefit from the higher selling prices and gross profit margins in overseas markets compared to the Chinese Mainland market, primarily as the end-customer bases in overseas markets generally prioritize more high-end, advanced products which can be sold at premium selling prices as compared to the generally more cost sensitive end-customer base in the Chinese Mainland. The following table sets forth our revenue breakdown by geographical locations, in absolute amounts and as a percentage of our total revenue, for the years indicated. Y ear ended 31 December 2023 2024 2025 RMB’000 % RMB’000 % RMB’000 % APAC(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,307 9.1 261,924 19.7 4,129,731 45.9 Europe (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,312 72.6 798,206 60.0 4,010,117 44.6 Africa /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118904 1.6 171,166 12.9 553,882 6.2 SUMMARY –3– --- page 13 --- Y ear ended 31 December 2023 2024 2025 RMB’000 % RMB’000 % RMB’000 % Chinese Mainland /H1118 7,096 12.2 63,525 4.8 89,798 1.0 Others (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,683 4.5 35,017 2.6 216,984 2.3 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,302 100.0 1,329,838 100.0 9,000,512 100.0 (1) Excluding Chinese Mainland. In 2023, 2024 and 2025, revenue from (i) Australia accounted for nil, 15.4% and 42.6% of our total revenue, respectively, and (ii) Vietnam accounted for 7.1%, 0.7% and 0.3% of our total revenue, respectively. No other country in the APAC region contributed more than 5% of our total revenue during the Track Record Period. (2) In 2023, 2024 and 2025, revenue from (i) Germany accounted for 9.3%, 13.8% and 10.2% of our total revenue, respectively, (ii) Sweden accounted for 17.2%, 8.0% and 6.9% of our total revenue, respectively, (iii) Ireland accounted for nil, 8.9% and 5.1% of our total revenue, respectively, (iv) Belgium accounted for 22.9%, 6.9% and 3.5% of our revenue, respectively, and (v) Spain accounted for 14.0%, 4.0% and 1.5% of our revenue, respectively. No other country in Europe contributed more than 5% of our total revenue during the Track Record Period. (3) Comprising Middle East and Central Asia, Latin America and Northern America. MANUFACTURING AND QUALITY CONTROL We mass produce our key products or product components, primarily including inverters and battery packs, at our manufacturing facilities located in the Lin-gang New Area and Jinqiao in Shanghai and Nantong, Jiangsu. Our inverter units for SigenStor are built with integrated EMS and PCS systems, and can be easily stacked with battery packs and EV DC chargers, completing our modular SigenStor design. As of December 31, 2025, our total annual designed production capacity for inverters reached nearly 360,000 units, while our total annual designed production capacity for battery packs was more than 5.6 GWh. For details, see “Business — Manufacturing.” We have established a comprehensive quality control procedures at each stage of our manufacturing operations, including inbound quality control (IQC), process quality control (PQC) and outbound quality control (OQC). We employ proprietary quality testing programs designed to fully automate the inspection process, achieving cost-effective quality control without relying on external vendors. Our rigorous quality control procedures, combined with advanced testing systems, have enabled us to maintain consistently high standards. In November 2025, we initiated a voluntary product recall for 8/10/12 kW inverters sold in Australia after reports of localized overheating around and damage to the AC plugs due to minor installation defects by our third-party installers arising from failures to adhere strictly with the installation instructions provided by us. As of the Latest Practicable Date, no property damage, injuries or deaths were reported, and the financial impact of the voluntary product recall represented less than 1% of our total revenue in 2025. See “Business — Manufacturing — Quality Control — Australia V oluntary Product Recall” for details. OUR SALES AND DISTRIBUTION CHANNELS We primarily rely on partnerships with distributors to market and sell our products globally. During the Track Record Period, substantially all of our revenue was generated through our expanding distribution network. Given their on-the-ground knowledge, access to diverse local families and businesses, and familiarity with local grid standards and regulatory requirements, our distributors are well-positioned to drive our penetration and sustained growth in global markets. They are able to serve local users with greater responsiveness and a more tailored approach, which allows us to expand our user base in a cost-effective manner. According to Frost & Sullivan, adopting a distributorship model is in line with industry norms. We also allow our distributors to resell our products to other intermediaries, including (i) installers, within their designated sales territories to assist in the marketing and sales of our products to end users, and to organize events to directly promote our products, and (ii) other distributors who serve as sub-distributors, who in SUMMARY –4– --- page 14 --- turn resell our products to installers. As of December 31, 2025, we had 17,614 registered installers, accounting for over 90% of our sub-distributors. We do not have any direct or indirect legal or contractual relationship with sub-distributors, including installers. As advised by our PRC Legal Adviser, while installers must register their installations on our platform, this does not create any indirect legal or contractual relationship between we and the installers. For details, see “Business — Sales and Distribution — Distributorship.” OUR CUSTOMERS AND SUPPLIERS Our primary customers are distributors who purchase our products and then distribute them to installers, end users, and others in each distributors’ sales regions. For details of our relationship with distributors, including the key contractual terms, see “Business — Sales and Distribution — Distributorship.” Revenue generated from our five largest customers in each of 2023, 2024 and 2025 accounted for 72.5%, 37.1% and 45.0% of our total revenue for the respective years. Revenue generated from our largest customer in each of 2023, 2024 and 2025 accounted for 22.9%, 8.9% and 13.4% of our total revenue for the respective years. For details, see “Business — Our Customers.” Our suppliers primarily include suppliers of batteries, semiconductors, and other essential components for our products primarily from the Chinese Mainland, while a limited number of common materials are sourced internationally, including battery pack and inverter electronic components. We procure over 90% of our materials from suppliers from the Chinese Mainland. Purchases from our five largest suppliers in each of 2023, 2024 and 2025 accounted for 41.1%, 43.8% and 37.0% of our total purchases for the respective years. Purchases from our largest supplier in each of 2023, 2024 and 2025 accounted for 14.3%, 17.9% and 12.2% of our total purchases for the respective years. For details, see “Business — Supply Chain Management.” OUR COMPETITIVE STRENGTHS Our competitive strengths include: (i) strong technological innovation capabilities; (ii) compelling product value propositions elevating user experience; (iii) go-to partner for top distributors worldwide; (iv) end-to-end manufacturing and operational excellence ensuring quality and efficiency; and (v) visionary leadership and innovative corporate culture. For details, see “Business — Our Competitive Strengths.” OUR GROWTH STRATEGIES We plan to implement the following strategies to achieve our long-term goals: (i) continue to invest in technology innovation to broaden product portfolio and use cases; (ii) integrate cloud computing, AI and advanced software technologies; (iii) expand production capacity and intelligent manufacturing capabilities; (iv) accelerate global expansion; and (v) enhance strategic cooperation along the industry value chain. For details, see “Business — Our Growth Strategies.” RISK FACTORS Our business and the Global Offering involve certain risks, including risks relating to (i) our business and industry; (ii) doing business in the geographic markets in which we operate; and (iii) the Global Offering. Some of the major risks we face include, but are not limited to, (1) sales of SigenStor account for a majority of our revenue, and any decrease in such sales may materially and adversely affect our business; (2) we have a limited operating history and we have experienced rapid growth, which may not be indicative of our future growth or financial results, nor may we be able to sustain our historical growth rates; (3) if we are unable to successfully manage our rapid growth, our business and prospects may be materially and adversely affected; (4) we rely on our distribution network to promote and sell our products and services and generate a vast majority of revenue from our distributors; and (5) we face competition as the ESS market develops and evolves, and failure to compete effectively, launch new products and services, or successfully enter into new business initiatives may materially and adversely affect our market share and profitability. SUMMARY –5– --- page 15 --- COMPETITIVE LANDSCAPE We operate in the global ESS industry, and are the largest stackable all-in-one DESS solutions enterprise in terms of product shipments with a 28.6% market share in 2024, representing 0.6% of the DESS market and 0.2% of the ESS market in the same period, according to Frost & Sullivan. We grant physical rebates to our installers to acquire additional products for free or at a discount in future purchases as part of our loyalty program, accounting for approximately 0.2% of our total shipment volume. As key market players vigorously advocate for stackable all-in-one DESS solution in 2025, the shipment volume of this sub-market is expected to reach 3.8 GWh. Looking ahead, as the advantages of the stackable all-in-one DESS solution in terms of flexibility, cost savings, efficiency, convenience and safety become more widely recognized, as well as their application scenarios continue to expand, the global shipment of stackable all-in-one DESS solution is expected to reach 47.9 GWh in 2030, which a CAGR of 65.8% from 2025 to 2030. We are strategically focused on the stackable all-in-one DESS solutions market, a sub-segment accounting for approximately 0.7% of the ESS market in 2024. According to Frost & Sullivan, the global all-in-one DESS market represented 2.5% in the global ESS market in terms of market shares in 2024. To sustain our high-growth trajectory and compete with global players, we focus on continuous innovation and deep integration of hardware and intelligence technology in our stackable all-in-one DESS solutions. We actively invest in R&D to strengthen our technological edge and address the industry’s high technology and capital barriers. At the same time, we are building a strong cross-disciplinary team and expanding our distributor and installer network to overcome talent and channel barriers, ensuring scalable and sustainable market penetration. See “Industry Overview” for more details on our competitive landscape, market drivers and development trends. SUMMARY OF KEY FINANCIAL INFORMATION Consolidated Statements of Profit or Loss The following table sets forth a summary of our consolidated statements of profit or loss for the years indicated. Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,302 100.0 1,329,838 100.0 9,000,512 100.0 Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118(40,053) (68.7) (706,208) (53.1) (4,495,659) (40.9) Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H111818,249 31.3 623,630 46.9 4,504,853 50.1 Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,269 17.6 7,878 0.6 180,070 2.0 Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(53,422) (91.6) (168,743) (12.7) (442,640) (5.0) Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(149,628) (256.6) (78,046) (5.9) (344,810) (3.8) Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(193,005) (331.0) (280,253) (21.1) (494,028) (5.5) Other expenses /H1118/H1118/H1118/H1118/H1118(494) (0.8) (23,648) (1.8) (1,963) (0.0) Finance costs /H1118/H1118/H1118/H1118/H1118/H1118(4,755) (8.2) (10,820) (0.8) (23,775) (0.3) SUMMARY –6– --- page 16 --- Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Impairment losses on financial assets, net (500) (0.9) (14,351) (1.1) (81,481) (0.9) Profit/(Loss) before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118(373,286) (640.3) 55,647 4.2 3,296,226 36.6 Income tax credit/(expense) /H1118/H1118/H1118(166) (0.3) 28,198 2.1 (377,394) (4.2) Profit/(Loss) for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(373,452) (640.5) 83,845 6.3 2,918,832 32.4 For details on the accounting treatment of redemption rights, liquidation preference rights of pre-IPO investments, and its financial impacts, see “— Our Shareholding Structure — Pre-IPO Investments” below and Note 28 to the Accountants’ Report included in Appendix I to this Prospectus. Non-IFRS Financial Measures To supplement our consolidated financial statements presented in accordance with IFRS Accounting Standards, we use adjusted net profit/(loss) (non-IFRS measure) for the year as an additional financial measure, which is not required by, or presented in accordance with IFRS Accounting Standards. We define adjusted net profit/(loss) (non-IFRS measure) for the year as the profit/(loss) for the year adjusted to add back equity-settled share-based payment expenses and listing expenditures. We believe that this non-IFRS measure facilitates comparisons of operating performance from year to year and company to company by eliminating potential impacts of items. We believe that this non-IFRS measure provides useful information to investors in understanding and evaluating our consolidated results of operations in the same manner as it helps our management. The use of this non-IFRS measure has limitations as an analytical tool, and investors should not consider it in isolation from, or as substitute for analysis of, our results of operations or financial condition as reported under IFRS Accounting Standards. The following table sets forth a reconciliation of our adjusted net profit/(loss) (non-IFRS measure) for the years. Y ear ended December 31, 2023 2024 2025 (RMB in thousands) Profit/(Loss) for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(373,452) 83,845 2,918,832 Add back: Equity-settled share-based payment expenses (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,954 59,712 290,171 Listing expenditures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,648 25,929 Adjusted net profit/(loss) (non-IFRS measure) for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(249,498) 150,205 3,234,932 Note: (1) Equity-settled share-based payment expenses represent compensation paid in the form of company shares options or restricted shares to employees, directors, or dispatched workers from third-party employment agencies, which are non-cash in nature. SUMMARY –7– --- page 17 --- During the Track Record Period, we experienced significant and rapid growth in our results of operations. Our revenue has increased exponentially from RMB58.3 million in 2023 to RMB1,329.8 million in 2024, and further to RMB9,000.5 million in 2025. The significant growth in our revenue during the Track Record Period has been driven our rapidly expanding distributor and installer network increasing our international market presence, recognition and reach, improving product mix and strong industry growth trends. All of our key international regions have shown rapid growth during the Track Record Period, with the APAC region experiencing the most significant growth to become our largest revenue source in 2025, driven by factors such as our successful entry into the Australia market with significant customer demand under pinned by favorable government support of the industry. Our Europe and Africa markets also experienced rapid growth, supported by deepening relationships with leading regional distributors enhancing our market presence and brand recognition. Meanwhile, as we continue to focus our sales in international markets in line with our global expansion strategy, we have recorded decreasing revenue contribution from the PRC market. Our gross margin increased from 31.3% in 2023 to 46.9% in 2024, and further to 50.1% in 2025, driven by our revenue growth outpacing the decrease in our products’ average selling prices, as well as increased cost savings with continued product design and production optimizations. For details, see “Financial Information — Description of Major Components of Our Results of Operations.” We recorded net loss of RMB373.5 million in 2023, primarily as we incurred significant administrative and R&D expenses as we rapidly scaled our commercial production and sales. In 2024, we recorded net profit of RMB83.8 million, primarily as a result of the significant increase in revenue from RMB58.3 million in 2023 to RMB1,329.8 million in 2024, driven by the significant increase in sales volume of SigenStor from 18 MWh in 2023 to 447 MWh in 2024. Our net profit reached RMB2,918.8 million in 2025, primarily driven by significant increase in revenue from RMB1,329.8 million in 2024 to RMB9,000.5 million in 2025, driven by the significant increase in sales volume of SigenStor from 447 MWh in 2024 to 3,947 MWh in 2025. Consolidated Statements of Financial Position The table below sets forth selected information from our consolidated statements of financial position as of the dates indicated, which has been extracted from our consolidated financial statements included in Appendix I to this Prospectus. As of December 31, 2023 2024 2025 (RMB in thousands) Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118145,744 195,729 1,485,786 Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510,235 1,430,281 6,962,128 Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118655,979 1,626,010 8,447,914 Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,777 49,444 195,648 Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118357,397 994,534 4,464,280 Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118392,174 1,043,978 4,659,928 Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118152,838 435,747 2,497,848 Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118263,805 582,032 3,787,986 For details on the accounting treatment of redemption rights, liquidation preference rights of pre-IPO investments, and its financial impacts, see “— Our Shareholding Structure — Pre-IPO Investments” below and Note 28 to the Accountants’ Report included in Appendix I to this Prospectus. SUMMARY –8– --- page 18 --- Our net current assets increased from RMB435.7 million as of December 31, 2024 to RMB2,497.8 million as of December 31, 2025, primarily due to the increase in (i) trade and bills receivables of RMB2,805.0 million, (ii) inventories of RMB1,662.4 million, and (iii) cash and cash balances of RMB688.0 million, partially offset by the increase in (i) interest-bearing bank borrowings of RMB1,325.2 million, and (ii) trade payables of RMB798.6 million. Our net current assets increased from RMB152.8 million as of December 31, 2023 to RMB435.7 million as of December 31, 2024, primarily due to the increases in (i) inventories of RMB291.4 million, and (ii) trade and bills receivables of RMB337.3 million, partially offset by the increases in (i) interest-bearing bank borrowings of RMB183.1 million and (ii) trade payables of RMB283.5 million. For the fluctuations of key financial items set forth in our consolidated statements of financial position during the Track Record Period, see “Financial Information — Discussion of Certain Key Items from Our Consolidated Statements of Financial Position.” Our net assets increased from RMB582.0 million as of December 31, 2024 to RMB3,788.0 million as of December 31, 2025, primarily due to total comprehensive income for the year of RMB2,914.6 million and the equity-settled share-based payments of RMB290.2 million. Our net assets increased from RMB263.8 million as of December 31, 2023 to RMB582.0 million as of December 31, 2024, primarily due to total comprehensive income for the year of RMB85.8 million, as well as capital contribution from shareholders of RMB172.7 million and equity-settled share-based payments of RMB59.7 million. For details of changes in equity during the Track Record Period, please see our consolidated statements of changes in equity included in Appendix I to this Prospectus. Consolidated Statements of Cash Flow The following table sets forth a summary of our cash flows for the years indicated: Y ear ended December 31, 2023 2024 2025 (RMB in thousands) Operating cash flows before movements in working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(234,077) 201,510 3,726,699 Changes in working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(140,277) (287,500) (3,507,330) Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (10,992) (425,166) Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,640 1,177 5,807 Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(369,714) (95,805) (199,990) Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(92,995) (42,168) (423,865) Net cash flows generated from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118341,356 327,414 1,291,359 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(121,353) 189,441 667,504 Cash and cash equivalents at the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118354,659 233,306 424,294 Effect of foreign exchange differences (net) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,547 17,495 Cash and cash equivalents at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233,306 424,294 1,109,293 SUMMARY –9– --- page 19 --- Our net cash flows used in operating activities decreased significantly from 2023 to 2024 as we continued to scale our operations, primarily as a result of us recording a profit after tax for the year as well as increases in trade payables, which were partially offset by increases in trade and bills receivables and inventories, generally in line with our business growth. Our net cash flows used in operating activities increased from 2024 to 2025, primarily due to the significant increase in trade and bills receivables and inventories, resulting from the significant increase in sales volume and demand for our products in line with our business growth. For details, see “Financial Information — Liquidity and Capital Resources — Cash Flow Analysis.” KEY FINANCIAL RATIOS The following table sets forth certain of our key financial ratios for the years indicated. Y ear ended December 31, 2023 2024 2025 Current ratio (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.4 1.4 1.6 Quick ratio (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.9 1.0 1.1 Debt to asset ratio (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859.8% 64.2% 55.2% Gross margin (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831.3% 46.9% 50.1% Notes: (1) Current ratio is calculated as the total current assets divided by the total current liabilities as at the end of the respective year. (2) Quick ratio is calculated as total current assets less inventories divided by the total current liabilities as at the end of the respective year. (3) Debt to asset ratio is calculated as the total liabilities divided by the total assets as at the end of the respective year, multiplied by 100%. (4) Gross margin is calculated as the gross profit for the year divided by revenue for the year, multiplied by 100%. For a detailed discussion on the historical changes of these key financial ratios, see “Financial Information — Year-to-Year Comparison of Results of Operations” and “Financial Information — Discussion of Certain Key Items From our Consolidated Statements of Financial Position.” RULE 13.46(2) OF THE LISTING RULES Rule 13.46(2) of the Listing Rules requires a PRC issuer to send an annual report or a summary financial report to its shareholders within four months after the end of the financial year to which the report relates. Since (1) this Prospectus already includes the financial information of the Company for the year ended December 31, 2025 as required under Appendix D2 to the Listing Rules in relation to annual reports; (2) we will not be in breach of the Articles of Association, laws and regulations of the PRC or other regulatory requirements as a result of not distributing such annual reports and accounts; and (3) we have complied with the applicable code provisions in Part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, we will not separately prepare and publish and send an annual report to our Shareholders for the year ended December 31, 2025. In addition, we will issue an announcement by April 30, 2026 stating that we will not separately prepare and send an annual report to our Shareholders for the year ended December 31, 2025 as the relevant financial information has been included in this Prospectus. We will still comply with the requirements under Rule 13.91(5) of the Listing Rules. SUMMARY –1 0– --- page 20 --- BUSINESS SUSTAINABILITY We were incorporated in May 2022 and began commercial production and sales in May 2023. In 2023, we were loss-making mainly because we were at the nascent stage of development, having only commenced commercial production and sales. Our net losses during this period were primarily attributable to expenses incurred during our establishment and the initial ramp-up of commercial operations, alongside significant investments in scaling production capacity, expanding our global distributor network, fostering end-user growth and engagement, and advancing product and technology R&D. As our sales grew rapidly through our expanding global distribution network, we achieved a net profit of RMB83.8 million in 2024, further increasing to RMB2,918.8 million in 2025. In particular, our revenue growth has been driven by sales of SigenStor , which accounted for more than 90% of our total revenue during the Track Record Period. While we will seek to expand our product portfolio and revenue streams, as our flagship product, we expect that sales from SigenStor will continue to be our primary product and main revenue source. Going forward, we will seek to continue to improve profitability through (i) continuing to grow our distributor network and geographic coverage, (ii) expanding product portfolio and revenue streams, and (iii) efficient management of operating expenses and cost control. For details, see “Business — Business Sustainability.” DIVIDENDS No dividend was paid or declared by us or any of our subsidiaries since our incorporation. As of the Latest Practicable Date, we did not have a formal dividend policy or a fixed dividend distribution ratio. PRC laws require that dividends be paid only out of our distributable profits. Distributable profits are our after-tax profits, less appropriations to statutory and other reserves that we are required to make. As advised by our PRC Legal Adviser, as we had distributable profits in view of our retained profits as at December 31, 2025, we may pay dividends to shareholders in accordance with applicable PRC laws and our Articles of Association. Pursuant to our Articles of Association, our Board may declare dividends in the future after taking into account our results of operations, financial conditions, 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 laws and approval by our Shareholders. After the Global Offering, we may declare and pay dividends mainly by cash or by stock that we consider appropriate. Decisions to declare or to pay any dividends in the future will depend on, among other things, our Company’s profitability, operations and development plans, external financing environment, costs of capital, our Company’s cash flows, and other factors that our Directors may consider relevant. Our ability to distribute dividends in the future also depends on whether we can receive dividends from our subsidiaries. FUTURE PLANS AND USE OF PROCEEDS Based on an Offer Price of HK$324.20 per Offer Share, we estimate that we will receive net proceeds of approximately HK$4,189.9 million from the Global Offering after deducting the underwriting fees and commissions and estimated expenses payable by us in connection with the Global Offering (assuming the Over-allotment Option is not exercised). We intend to use the net proceeds for the following purposes: (i) approximately 38.0%, or HK$1,592.2 million, will be used to further grow our R&D team and upgrade our R&D equipment and technologies; (ii) approximately 32.0%, or HK$1,340.8 million, will be used to strengthen our marketing and after-sales services to drive expansion of our global customer base and business coverage; (iii) approximately 12.0%, or HK$502.8 million, will be used for expansion of production capacity; (iv) approximately 9.0%, or HK$377.1 million, will be used to diversify our product portfolio and expand our C&I ESS solutions; and (v) approximately 9.0%, or HK$377.1 million, will be used for working capital and general corporate purposes. For details, see “Future Plans and Use of Proceeds.” SUMMARY –1 1– --- page 21 --- LISTING EXPENSES Our listing expenses mainly include (i) underwriting-related expenses, such as underwriting fees and commissions, and (ii) non-underwriting-related expenses, comprising professional fees paid to our legal advisers and reporting accountants for their services rendered in relation to the Listing and the Global Offering, and other fees and expenses. Assuming full payment of the discretionary incentive fee, the estimated total listing expenses (assuming that the Over-allotment Option is not exercised) for the Global Offering are approximately HK$210.8 million, accounting for approximately 4.8% of our gross proceeds. The listing expenses we incurred in the Track Record Period and expect to incur would consist approximately of underwriting-related expenses of HK$154.0 million, professional fees for our legal advisers and reporting accountants of HK$29.1 million and other fees and expenses of HK$27.7 million. An estimated amount of HK$50.0 million for our listing expenses, accounting for approximately 1.1% of our gross proceeds, has been or will be charged to profit or loss and an estimated amount of HK$160.7 million is expected to be recognized directly as a deduction from equity upon the Listing. During the Track Record Period, we incurred RMB38.0 million of listing expenses, among which, RMB5.4 million was included in other receivables and will be subsequently charged to our equity upon completion of the Listing and RMB32.6 million was charged to our profit or loss. GLOBAL OFFERING STATISTICS All statistics in the following table are based on the assumptions that (i) the Share Subdivision is completed; (ii) the Global Offering has been completed and 13,573,900 H Shares are issued pursuant to the Global Offering; and (iii) the Over-allotment Option is not exercised. Based on the Offer Price of HK$324.20 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 HK$80,011.56 million Unaudited pro forma adjusted net tangible assets per Share (2) /H1118/H1118/H1118/H1118/H1118HK$34.48 Notes: (1) The calculation of market capitalization is based on total 246,796,930 Shares expected to be in issue immediately after completion of the Global Offering (taking into account the Share Subdivision, and assuming the Over-allotment Option is not exercised). (2) The unaudited pro forma adjusted consolidated net tangible assets per Share is calculated based on total 246,796,930 Shares expected to be in issue immediately upon completion of the Global Offering and does not take into account of any Shares which may be issued upon the exercise of the Over-allotment Option. For further details, see Appendix II to this Prospectus. OUR SHAREHOLDING STRUCTURE Our Controlling Shareholders Immediately prior to the Global Offering, our Company is controlled by Mr. Xu as to approximately 10.18% directly and as to approximately 39.10% indirectly through Mr. Xu’s Controlled Entities, namely Jiaxing Ouji, Jiaxing Gulin, Jiaxing Mailin and Jiaxing Maita. Mr. Xu, our Founder, the chairman of the Board and an executive Director, is the sole general partner of each of Mr. Xu’s Controlled Entities. As such, each of Mr. Xu’s Controlled Entities is a close associate of Mr. Xu. Mr. Xu and Mr. Xu’s Controlled Entities form a group of Controlling Shareholders for the purpose of the Listing Rules. As of the Latest Practicable Date, the group of Controlling Shareholders are in aggregate entitled to control the exercise of approximately 49.28% of the voting rights of our Company. SUMMARY –1 2– --- page 22 --- Immediately following the completion the Global Offering, the group of Controlling Shareholders will be, in aggregate, entitled to control the exercise of approximately 46.58% of the voting rights (taking into account the Share Subdivision, and assuming the Over-allotment Option is not exercised) or approximately 46.20% of the voting rights (taking into account the Share Subdivision, and assuming the Over-allotment Option is exercised in full) and thus remain as a group of Controlling Shareholders. Pre-IPO Investments We conducted multiple rounds of Pre-IPO Investments from June 2022 to January 2024 with the Pre-IPO Investors, including but not limited to, Zhuhai Meiheng, Guangzhou Huaxin, V Fund entities, Eastern Bell Capital, etc. For further details of the identity and background of the Pre-IPO Investors and the principal terms of the Pre-IPO Investments, see “History, Development and Corporate Structure — Pre-IPO Investments.” Pursuant to the respective shareholders’ agreements entered into during the Track Record Period (collectively, the “Pre-IPO Investors’ Agreements”), we issued 9,230,968 ordinary shares to various pre-IPO investors (collectively the “Pre-IPO Investors”) at respective costs per share for a total net cash proceed of approximately RMB715,000,000 (collectively the “Pre-IPO Investments”). Pursuant to the Pre-IPO Investors’ Agreements, the Pre-IPO Investors were granted by us with redemption rights. There was no exercise of redemption rights granted by us throughout the Track Record Period. On December 21, 2024, we and the Pre-IPO Investors subsequently entered into a supplemental agreement, to irrecoverably terminate aforementioned redemption rights granted by us to Pre-IPO investors, and they shall be void ab initio. Taking into account the legal and regulatory framework of our jurisdiction and the governing law of the supplemental agreements, the Directors considered that it is appropriate to present the Pre-IPO Investments as equity throughout the Track Record Period. Had the aforementioned redemption rights granted by us to the Pre-IPO Investors been accounted for as financial liabilities measured at fair value of the redemption amount prior to entering into the supplemental agreements, (i) the financial liabilities at fair value through profit and loss, total current liabilities, net current liabilities and net liabilities would have been: As of December 31, 2023 RMB’000 Financial liabilities at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118930,254 Total 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,287,651 Net 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118777,416 Net 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/H1118/H1118/H1118/H1118666,449 ; and (ii) the fair value changes associated with the financial liabilities at fair value through profit or loss, the net loss for the year, basic and diluted loss per share amounts would have been: Y ear ended December 31, 2023 2024 RMB’000 RMB’000 Fair value losses, net: Financial liabilities at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118305,413 1,370,734 Total net loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118678,865 1,286,889 Loss per share (RMB): Basic and diluted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840.63 69.68 SUMMARY –1 3– --- page 23 --- For further details, see Note 28 to the Accountants’ Report included in Appendix I to this Prospectus. RECENT DEVELOPMENT For the two months ended February 28, 2026, our sales volume for SigenStor was 0.58 GWh, as compared to 0.14 GWh for the same period in 2025, representing an increase of 314.3%. Meanwhile, the total confirmed order value for our products as of February 28, 2026 was RMB3.8 billion, as compared to RMB0.6 billion as of February 28, 2025, representing an increase of 520.4%. APPLICATION FOR LISTING ON THE STOCK EXCHANGE We have applied to the Stock Exchange for the granting of the listing of, and permission to deal in, the H Shares in issue and to be issued pursuant to the Global Offering (including any Shares which may be issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be converted from Unlisted Shares. Our listing application is made on the basis that, among other things, we satisfy the market capitalization/revenue test under Rule 8.05(3) of the Listing Rules with reference to: (i) based on our revenue for the year ended December 31, 2024, is more than HK$500 million; and (ii) our expected market capitalization at the time of Listing based on the Offer Price exceeds HK$4 billion. LEGAL PROCEEDINGS AND COMPLIANCE Our Directors, as advised by our PRC Legal Adviser and the relevant legal advisers, confirm that we had complied with all applicable laws and regulation in all material respects in the material jurisdictions where we operate during the Track Record Period and up to the Latest Practicable Date. During the Track Record Period and up to the Latest Practicable Date, we were not subject to any claims, damages, or losses that would have a material adverse effect on our financial position or results of operations as a whole. NO MATERIAL ADVERSE CHANGE Our Directors confirm that up to the date of this Prospectus, there has been no material adverse change in our financial, operational, or trading position, indebtedness, mortgage, contingent liabilities, guarantees or prospects since December 31, 2025, being the end of the period reported on the Accountants’ Report included in Appendix I; and there has been no event since December 31, 2025 and up to the date of this Prospectus which would materially affect the information shown in the Accountants’ Report set out in Appendix I to this Prospectus. SUMMARY –1 4– --- page 24 --- 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. “Accountants’ Report” the accountants’ report prepared by EY , details of which are set out in Appendix I to this Prospectus “affiliate” with respect to any specified person, any other person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person “AFRC” the Accounting and Financial Reporting Council of Hong Kong “AIC” Administration of Industry & Commerce* (၍ଣዚ ᗫ) of the PRC (now known as the Administration for Market Regulation* ( ̹ఙ္ຖ၍ଣ҅) or, where the context so requires, the State Administration for Industry & Commerce of the PRC (၍ଣᐼ҅) or its delegated authority at the provincial, municipal or other local level “Articles of Association” or “Articles” the articles of association of our Company, as amended, which shall become effective on the Listing Date, a summary of which is set out in Appendix III “associate(s)” has the meaning ascribed thereto under the Listing Rules “Audit Committee” the audit committee of the Board “Beijing Sigenergy” Beijing Sigenergy Co., Ltd.* (ʮ̡), a limited liability company established in the PRC on April 28, 2023, and a wholly-owned subsidiary of our Company “Board” or “Board of Directors” or “our Board” the board of Directors “business day” a day on which banks in Hong Kong are generally open for normal business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong “Capital Market Intermediaries” or “Capital Market Intermediary(ies)” or “CMI(s)” the capital market intermediaries participating in the Global Offering and has the meaning ascribed thereto under the Listing Rules “CCASS” the Central Clearing and Settlement System established and operated by HKSCC DEFINITIONS –1 5– --- page 25 --- “China” or “PRC” the People’s Republic of China which, for the purpose of this Prospectus and for geographical reference only, excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan “close associate(s)” has the meaning ascribed thereto under the Listing Rules “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time “Companies (Winding Up and Miscellaneous Provisions) Ordinance” the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Company,” “our Company” or “the Company” Sigenergy Technology Co., Ltd. (อঐ๕(ɪऎ)΅Ϟ ʮ̡), a limited liability company established in the PRC on May 24, 2022 and converted into a joint stock limited liability company in the PRC on January 13, 2025, formerly known as Shanghai Sigenergy Technology Co., Ltd.* ( ɪऎ ʮ̡) “Compliance Adviser” Rainbow Capital (HK) Limited “connected person(s)” has the meaning ascribed thereto under the Listing Rules “connected transaction(s)” has the meaning ascribed thereto under the Listing Rules “Controlling Shareholder(s)” has the meaning ascribed thereto under the Listing Rules and unless the context otherwise requires, refers to Mr. Xu and Mr. Xu’s Controlled Entities. See “Relationship with Our Controlling Shareholders” for more details “Conversion of Unlisted Shares into H shares” the conversion of 126,158,441 Unlisted Shares into H Shares on a one-for-one basis upon the completion of Global Offering, as described in further detail in “Share Capital” “Corporate Governance Code” the Corporate Governance Code set out in Appendix C1 to the Listing Rules “CSDC” China Securities Depositary and Clearing Corporation Limited (ப΂ʮ̡) “CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ ึ) “Director(s)” the director(s) of our Company “EIT” enterprise income tax DEFINITIONS –1 6– --- page 26 --- “EIT Law” the Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍ձ جas amended, supplemented or otherwise modified from time to time “Employee Incentive Platforms” the pre-IPO employee incentive platforms of our Group, namely Jiaxing Ouji, Jiaxing Gulin, and their respective limited partners, namely Yuansi Chuangshuo (௴ᖒ), Yuansi Gongzhan (࢝Yuansi Hezhong (ձহ), Yuansi Nengju (ঐၳ), Yuansi Tongzhou (ΝЋ), Yuansi Yuanlue (Ⴣଫ), and Yuansi Zhitong (Ν) “Exchange Participant” a person (a) who, in accordance with the Rules of the Stock Exchange, may trade on or through the Stock Exchange; and (b) whose name is entered in a list, register or roll kept by the Stock Exchange as a person who may trade on or through the Stock Exchange “Extreme Conditions” extreme conditions as announced by the government of Hong Kong in the case where a super typhoon or other natural disaster of a substantial scale serious affects the working public’s ability to resume work or brings safety concern for a prolonged period “FINI” “Fast Interface for New Issuance,” the online platform operated by HKSCC that is mandatory for admission to trading and, where applicable, the collection and processing of specified information on subscription in and settlement for the Listing “Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., a market research and consulting company and Independent Third Party, which prepared the Frost & Sullivan Report “Frost & Sullivan Report” an independent market research report commissioned by us and prepared by Frost & Sullivan for the purpose of this Prospectus “Global Offering” the Hong Kong Public Offering and the International Offering “General Rules of HKSCC” General Rules of HKSCC published by the Stock Exchange and as amended from time to time “Group,” “our Group,” “we” or “us” our Company and its subsidiaries, or any one of them as the context may require, and where the context requires, the businesses operated by our Company and/or its subsidiaries and their predecessors (if any) “Guide for New Listing Applicants” the Guide for New Listing Applicants issued by the Stock Exchange effective from January 1, 2024, as amended, supplemented or otherwise modified from time to time DEFINITIONS –1 7– --- page 27 --- “Hefei Sigenergy” Hefei Sigenergy Co., Ltd.* (ʮ̡), a limited liability company established in the PRC on November 24, 2023, and wholly-owned subsidiary of our Company “Hengqin Sigenergy” Zhuhai Hengqin Sigenergy Co., Ltd.* (อঐ๕ ʮ̡), a limited liability company established in the PRC on October 27, 2025, and an indirectly wholly-owned subsidiary of our Company “H Share(s)” overseas listed foreign share(s) in the share capital of our Company, which is/are to be subscribed for and traded in HK dollars and to be listed on the Stock Exchange, with a nominal value of RMB1.0 each before the completion of the Share Subdivision; or a nominal value of RMB0.1 each upon the completion of the Share Subdivision “H Share Registrar” Tricor Investor Services Limited “HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued in the applicant’s own name, submitted online through the designated website at www.hkeipo.hk “HK eIPO White Form Service Provider” the HK eIPO White Form service provider designated by our Company as specified on the designated website at www.hkeipo.hk “HKSCC” Hong Kong Securities Clearing Company Limited, a wholly owned subsidiary of Hong Kong Exchanges and Clearing Limited “HKSCC EIPO” the application for the Hong Kong Offer Shares to be issued in the name of HKSCC Nominees and deposited directly into CCASS to be credited to your or a designated HKSCC Participant’s stock account through causing HKSCC Nominees to apply on your behalf, including by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf “HKSCC Nominees” HKSCC Nominees Limited, a wholly owned subsidiary of HKSCC “HKSCC Operational Procedures” the operational procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative or other requirements relating to HKSCC’s services and the operations and functions of CCASS, FINI or any other platform, facility or system established, operated and/or otherwise provided by or through HKSCC, as from time to time in force DEFINITIONS –1 8– --- page 28 --- “HKSCC Participant” a participant admitted participating 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 dollars” or “HK dollars” or “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong Offer Shares” the 1,357,400 H Shares offered by us for subscription at the Offer Price pursuant to the Hong Kong Public Offering (subject to reallocation as described in the section headed “Structure of the Global Offering”) “Hong Kong Public Offering” the offering of the Hong Kong Offer Shares for subscription by the public in Hong Kong (subject to reallocation as described in the section headed “Structure of the Global Offering”) at the Offer Price (plus brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy), on and subject to the terms and conditions described in the section headed “Structure of the Global Offering” “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 Takeovers Code” or “Takeovers Code” the Codes on Takeovers and Mergers and Share Buybacks issued by the SFC, as amended, supplemented or otherwise modified from time to time “Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering as listed in the section headed “Underwriting” in this Prospectus “Hong Kong Underwriting Agreement” the underwriting agreement dated April 2, 2026 relating to the Hong Kong Public Offering entered into by the Company, Mr. Xu, Jiaxing Gulin, Jiaxing Ouji, Jiaxing Mailin, Jiaxing Maita, CITIC Securities (Hong Kong) Limited, CLSA Limited, BNP Paribas Securities (Asia) Limited and the Hong Kong Underwriters “IFRS Accounting Standards” the International Financial Reporting Standards, which include standards, amendments and interpretations promulgated by IASB and the International Accounting Standards (IAS) and interpretations issued by the International Accounting Standards Board (“IASB”) “Independent Third Party(ies)” any entity(ies) or person(s), to the best of our Directors’ knowledge, information and belief having made all reasonable enquiries, who is not a connected person of our Company within the meaning ascribed to it under the Listing Rules DEFINITIONS –1 9– --- page 29 --- “Independent Transfer Pricing Consultant” Ernst & Young (China) Advisory Limited ( τ͑(ʕ਷)Άุ ʮ̡), our tax consultant with respect to transfer pricing arrangements of the Group “International Offer Shares” the 12,216,500 H Shares initially offered by our Company pursuant to the International Offering (subject to reallocation as described in the section headed “Structure of the Global Offering”) together with any additional H Shares which may be allotted and issued by our Company pursuant to the exercise of the Over-allotment Option “International Offering” the conditional placing of the International Offer Shares by the International Underwriters at the Offer Price outside the United States in offshore transactions in reliance on Regulation S, subject to the terms and conditions of the International Underwriting Agreement, as further described in the section headed “Structure of the Global Offering” in this Prospectus “International Underwriter(s)” the underwriters of the International Offering listed in the International Underwriting Agreement “International Underwriting Agreement” the underwriting agreement relating to the International Offering which is expected to be entered into on or around April 14, 2026 by, among us, the Company, the Joint Sponsors, the Sponsor-Overall Coordinators and the International Underwriters “Jiangsu Sigenergy” Sigenergy Technology (Jiangsu) Co., Ltd.* (อঐ ʮ̡), a limited liability company established in the PRC on July 5, 2024, and a wholly-owned subsidiary of our Company “Jiaxing Gulin” Gulin (Jiaxing) Technology Services Partnership (Limited Partnership)* ( ԋ⬺(ྗጳ)ਕΥྫ(Υྫ)), formerly known as Gulin (Shanghai) Technology Services Partnership (Limited Partnership)* ( ԋ⬺(ɪऎ)ਕΥ ྫΆุ(Υྫ)), a limited partnership established in the PRC on May 5, 2022, our Employee Incentive Platform, and is one of our Controlling Shareholders “Jiaxing Mailin” Mailin (Jiaxing) Enterprise Management Partnership (Limited Partnership)* ( ௥⬺(ྗጳ)Άุ၍ଣΥྫΆุ(ࠢ Υྫ)), formerly known as Mailin (Shanghai) Enterprise Management Partnership (Limited Partnership)* ( ௥⬺(ɪ ऎ)Άุ၍ଣΥྫΆุ(Υྫ)), a limited partnership established in the PRC on May 6, 2022, and is one of our Controlling Shareholders DEFINITIONS –2 0– --- page 30 --- “Jiaxing Maita” Maita (Jiaxing) Technology Partnership (Limited Partnership)* ( ᒕ෫(ྗጳ)ҦΥྫΆุ(Υྫ)), formerly known as Maita New Energy (Shanghai) Technology Partnership (Limited Partnership)* ( ௥෫อঐ (ɪऎ)ҦΥྫΆุ(Υྫ)), a limited partnership established in the PRC on May 20, 2022, and is one of our Controlling Shareholders “Jiaxing Ouji” Ouji (Jiaxing) Technology Partnership (Limited Partnership)* ( ᛱණ(ྗጳ)ҦΥྫ(Υྫ)), formerly known as Ouji (Shanghai) Technology Partnership (Limited Partnership)* ( ᛱණ(ɪऎ)ҦΥྫΆุ(Υྫ)), a limited partnership established in the PRC on May 7, 2022, our Employee Incentive Platform, and is one of our Controlling Shareholders “Jiaxing Qianzhusong” Qianzhusong (Jiaxing) Enterprise Management Partnership (Limited Partnership)* (ࣺؒ(ྗጳ)Άุ၍ଣΥྫΆุ(Ϟ Υྫ)), formerly known as Qianzhusong (Shanghai) Enterprise Management Partnership (Limited Partnership)* (ࣺؒ(ɪऎ)Άุ၍ଣΥྫΆุ(Υྫ)), a limited partnership established in the PRC on May 5, 2022, of which Mr. Zhang Xianmiao is the sole general partner “Joint Bookrunners” the joint bookrunners of the Listing as named in “Directors, Supervisors and Parties Involved in the Global Offering” “Joint Global Coordinators” the joint global coordinators of the Listing as named in “Directors, Supervisors and Parties Involved in the Global Offering” “Joint Lead Managers” the joint lead managers of the Listing as named in “Directors, Supervisors and Parties Involved in the Global Offering” “Joint Sponsors” the joint sponsors of the Listing as named in “Directors, Supervisors and Parties Involved in the Global Offering” “Latest Practicable Date” March 30, 2026, being the latest practicable date for the purpose of ascertaining certain information contained in this Prospectus prior to its publication “Listing” listing of the H Shares on the Main Board of the Stock Exchange “Listing Committee” the Listing Committee of the Stock Exchange “Listing Date” the date, expected to be on or about April 16, 2026, on which our H Shares are listed and from which dealings therein are permitted to take place on the Stock Exchange DEFINITIONS –2 1– --- page 31 --- “Listing Rules” or “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time “Main Board” the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with Growth Enterprise Market of the Stock Exchange “MIIT” Ministry of Industry and Information Technology of the PRC (ʷ௅) “Ministry of Finance” or “MOF” Ministry of Finance of the PRC (௅) “MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅) “Mr. Xu” Mr. Xu Yingtong (ഁ), our chairman of the Board, an executive Director, Chief Executive Officer and our ultimate Controlling Shareholder “Mr. Xu’s Controlled Entities” (a) Jiaxing Gulin and Jiaxing Ouji, each being an Employee Incentive Platform; and (b) Mr. Xu’s investment holding platforms, namely Jiaxing Mailin and Jiaxing Maita, each being members of the group of Controlling Shareholders “Mr. Zhang” Mr. Zhang Xianmiao ( ੵ΋↿), an executive Director and the president of our Company “Nantong Sigenergy” Nantong Sigenergy Technology Co., Ltd.* (ҦϞ ʮ̡), a limited liability company established in the PRC on December 23, 2025, and a non-wholly-owned subsidiary of our Company “NDRC” National Development and Reform Commission of the PRC (ึ) “Nomination Committee” the nomination committee of the Board “Offer Price” the offer price per Offer Share (exclusive of brokerage fee of 1%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%) of HK$324.20 at which the Offer Shares are to be subscribed for and issued pursuant to the Global Offering as described in the section headed “Structure of the Global Offering” “Offer Share(s)” the Hong Kong Offer Shares and the International Offer Shares, with any additional H Shares which may be allotted and issued pursuant to the exercise of the Over-allotment Option DEFINITIONS –2 2– --- page 32 --- “Overall Coordinators” the overall coordinators of the Listing as named in the section headed “Directors, Supervisors and Parties Involved in the Global Offering” “Over-allotment Option” the option granted by us to the International Underwriters, exercisable by the Sponsor-Overall Coordinators (for themselves and on behalf of the International Underwriters) pursuant to the International Underwriting Agreement, to require our Company to allot and issue up to an aggregate of 2,036,000 additional H Shares at the Offer Price, representing approximately 15% of the Offer Shares initially available under the Global Offering to, among others, cover over-allocations in the International Offering, if any, further details of which are described in the section headed “Structure of the Global Offering” in this Prospectus “PBOC” People’s Bank of China ( ʕ਷ɛ͏ვБ), the central bank of the PRC “PRC Company Law” Company Law of the People’s Republic of China ( ʕശɛ͏ جas amended, supplemented or otherwise modified from time to time “PRC GAAP” generally accepted accounting principles in the PRC “PRC Government” or “State” the central government of the PRC, including all governmental subdivisions (including principal, municipal and other regional or local government entities) and instrumentalities “PRC Legal Adviser” Jia Yuan Law Offices, our legal adviser as to PRC laws “PRC Securities Law” Securities Law of the PRC (جas amended, supplemented or otherwise modified from time to time “Pre-IPO Investment(s)” the investments in our Company undertaken by the Pre-IPO Investors, the details of which are set out in the section headed “History, Development and Corporate Structure — Pre-IPO Investments” “Pre-IPO Investor(s)” the pre-IPO investors as described in “History, Development and Corporate Structure — Pre-IPO Investments” “Pre-IPO Employee Incentive Scheme” the pre-IPO employee incentive scheme of our Company approved and adopted in September 2022, and amended in December 2024, as amended from time to time, a summary of the principal terms of which is set forth in the section headed “Statutory and General Information — Pre-IPO Employee Incentive Scheme” in Appendix IV DEFINITIONS –2 3– --- page 33 --- “Prospectus” this Prospectus being issued in connection with the Hong Kong Public Offering “Province” each being 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 “registered installers” third party service personnel registered on our platform to provide installation, commissioning and maintenance services “Regulation S” Regulation S under the U.S. Securities Act “Relevant Persons” the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, any of their or our respective directors, officers, employees, partners, agents, advisers and any other parties involved in the Global Offering “Remuneration Committee” the remuneration committee of the Board “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “SAFE” State Administration of Foreign Exchange of the PRC ( ʕ਷ ̮ි၍ଣ҅) “SAMR” the State Administration for Market Regulation (̹ఙ္ ຖ၍ଣᐼ҅) “SAT” State Administration of Taxation of the PRC (೼ਕᐼ҅) “Securities and Futures Ordinance” or “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “SFC” Securities and Futures Commission of Hong Kong “Shanghai Sige Digital” Shanghai Sige Digital Technology Co., Ltd.* (ᅰο ʮ̡), a limited liability company established in the PRC on May 12, 2025, and a wholly-owned subsidiary of our Company “Shanghai Sigenergy” Shanghai Sigeyuan Intelligence Technology Co., Ltd.* ( ɪ ʮ̡), a limited liability company established in the PRC on December 7, 2022, and a wholly-owned subsidiary of our Company DEFINITIONS –2 4– --- page 34 --- “Share(s)” ordinary share(s) in the share capital of our Company, including both Unlisted Shares and H Shares, with a nominal value of RMB0.1 each upon the completion of the Share Subdivision; or a nominal value of RMB1.0 each, before the completion of the Share Subdivision “Share Subdivision” the sub-division of the Shares by the Company where the Company subdivided its total issued Shares from one Share of RMB1.0 each into ten Shares of RMB0.1 each, which will become effective immediately prior to the Global Offering “Shareholder(s)” holder(s) of the Share(s) “Sige Cloud” Shanghai Sigeyun Digital Technology Co., Ltd.* (ࣸܠ ʮ̡), a limited liability company established in the PRC on September 5, 2022, and a wholly-owned subsidiary of our Company “Sponsor-Overall Coordinators” the sponsor-overall coordinators of the Listing as named in the section headed “Directors, Supervisors and Parties Involved in the Global Offering” “Stabilizing Manager” CLSA Limited “State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫) “subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules “substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules “Supervisor(s)” member(s) of our Supervisory Committee “Supervisory Committee” the supervisory committee of our Company “Suzhou Sigenergy” Suzhou Sigenergy Intelligence Technology Co., Ltd.* ( ᘽψ ʮ̡), a limited liability company established in the PRC on April 23, 2024, and a wholly- owned subsidiary of our Company “Track Record Period” the three financial years ended December 31, 2025 “treasury shares” has the meaning ascribed thereto under the Listing Rules “Underwriters” the Hong Kong Underwriters and the International Underwriters “Underwriting Agreements” the Hong Kong Underwriting Agreement and the International Underwriting Agreement DEFINITIONS –2 5– --- page 35 --- “Unlisted Share(s)” ordinary share(s) issued by our Company, which is/are not listed on any stock exchange, with a nominal value of RMB1.0 each, before the completion of the Share Subdivision; or a nominal value of RMB0.1 each, upon the completion of the Share Subdivision “U.S.” or “United States” or “USA” the United States of America, its territories, its possessions and all areas subject to its jurisdiction “U.S. dollar” or “US$” or “USD” United States dollar, the lawful currency of the United States “U.S. Securities Act” the United States Securities Act of 1933, as amended and supplemented or otherwise modified from time to time, and the rules and regulations promulgated thereunder “V AT” value-added tax “Yuansi Chuangshuo” Yuansi Chuangshuo (Shanghai) Digital Technology Partnership (Limited Partnership)* (௴ᖒ(ɪऎ)߅ ҦΥྫΆุ(Υྫ)), a limited partnership incorporated in the PRC on December 12, 2024, which is a limited partner of Jiaxing Ouji, and an Employee Incentive Platform “Yuansi Gongzhan” Yuansi Gongzhan (Jiaxing) Enterprise Management Partnership (Limited Partnership)* (࢝(ྗጳ)Άุ၍ ଣΥྫ(Υྫ)), formerly known as Yuansi Gongju (Shanghai) Technology Service Partnership (Limited Partnership)* (΍ၳ(ɪऎ)ਕΥྫΆุ (Υ ྫ)), a limited partnership incorporated in the PRC on December 17, 2024, which is a limited partner of Jiaxing Ouji, and an Employee Incentive Platform “Yuansi Hezhong” Yuansi Hezhong (Shanghai) Technology Service Partnership (Limited Partnership)* (ձহ(ɪऎ)ਕΥྫΆุ (Υྫ)), a limited partnership incorporated in the PRC on December 11, 2024, which is a limited partner of Jiaxing Gulin, and an Employee Incentive Platform “Yuansi Nengju” Yuansi Nengju (Jiaxing) Enterprise Management Partnership (Limited Partnership)* (ঐၳ(ྗጳ)Άุ၍ ଣΥྫΆุ(Υྫ)), a limited partnership incorporated in the PRC on December 17, 2024, which is a limited partner of Jiaxing Gulin, and an Employee Incentive Platform “Yuansi Tongzhou” Yuansi Tongzhou (Shanghai) Energy Technology Partnership (Limited Partnership)* (ΝЋ(ɪऎ)ঐ๕Ҧ ஔΥྫΆุ(Υྫ)), a limited partnership incorporated in the PRC on January 10, 2025, which is a limited partner of Jiaxing Ouji, and an Employee Incentive Platform DEFINITIONS –2 6– --- page 36 --- “Yuansi Yuanlue” Yuansi Yuanlue (Shanghai) Digital Technology Partnership (Limited Partnership)* (Ⴣଫ(ɪऎ)ҦΥྫΆุ (Υྫ)), a limited partnership incorporated in the PRC on December 11, 2024, which is a limited partner of Jiaxing Gulin, and an Employee Incentive Platform “Yuansi Zhitong” Yuansi Zhitong (Shanghai) Technology Service Partnership (Limited Partnership)* (Ν(ɪऎ)ਕΥྫΆุ (Υྫ)), a limited partnership incorporated in the PRC on December 17, 2024, which is a limited partner of Jiaxing Gulin, and an Employee Incentive Platform “%” per cent For ease of reference, the names of Chinese laws and regulations, governmental authorities, institutions, natural persons or other entities (including our subsidiary) have been included in this Prospectus in both the Chinese and English languages and in the event of any inconsistency, the Chinese versions shall prevail. * For identification purposes only DEFINITIONS –2 7– --- page 37 --- This glossary of technical terms contains explanations of certain technical terms used in this Prospectus. As such, these terms and their meanings may not correspond to standard industry meanings or usage of these terms. “AC” alternating current, an electric current which periodically reverses direction and changes its magnitude continuously with time “AI” artificial intelligence “AIoT” artificial intelligence of things, the combination of artificial intelligence technologies with the Internet of Things (IoT) infrastructure to achieve more efficient IoT operations, improve human-machine interactions and enhance data management and analytics “APAC” Asia-Pacific region, which includes countries in East Asia, South Asia, Southeast Asia, and Oceania, and, for the purpose of this Prospectus only, excludes the PRC “API” application programming interface, a set of rules and protocols that allows different software applications to communicate and interact “AWS” advanced warning system, a system designed to monitor, detect, and provide early alerts for potential issues or failures within the energy storage and charging infrastructure, helping to prevent downtime and ensure the reliability and safety of the system “app” or “application” application software designed to run on smartphones and other mobile devices “Battery Directive” Directive 2006/66/EC, an EU regulation aimed at reducing the environmental impact of batteries by setting requirements for their production, collection, recycling, and disposal “Battery pack” an assembly of interconnected batteries designed to store and supply electrical energy for various applications “BESS” battery energy storage system, a system that uses rechargeable batteries to store and supply electricity, enabling efficient energy management, grid stability, and integration of renewable energy sources “BMS” battery management system, a system that monitors, manages, and protects batteries, ensuring safe operation, optimal performance, and extended lifespan “CAGR” compound annual growth rate GLOSSARY OF TECHNICAL TERMS –2 8– --- page 38 --- “CCS1” a charging standard used in North America for electric vehicles, combining AC and DC charging capabilities within a single connector “CCS2” a charging standard widely used in Europe and other regions, integrating AC and DC charging capabilities within a single connector “C&I” commercial and industrial “CRM” customer relationship management, the system and strategies used to manage customer interactions, enhance service delivery, and improve customer satisfaction in relation to energy solutions “CTP” cell-to-pack, a battery technology that integrates cells directly into the battery pack without using individual modules “DC” direct current, an electric current which flows only in one direction “distributed ESS” or “DESS” distributed energy storage system, a network of smaller, decentralized energy storage units located near consumption points, enabling localized energy management, grid stability, and integration of renewable energy sources “EKF” extended kalman filter, an algorithm used in signal processing and control systems to estimate the state of a nonlinear dynamic system “EMC Directive” the Electromagnetic Compatibility Directive (Directive 2014/30/EU), an EU regulation aimed at ensuring that electrical and electronic equipment does not generate, or is not affected by, electromagnetic disturbance “EMS” energy management system, a system that monitors, controls, and optimizes energy usage and storage “ERP” enterprise resource planning “ESG” environmental, social and governance “ESS” energy storage system, a system designed to store energy in various forms, such as chemical, thermal, or mechanical, for later use “EU RoHS Directive” the Restriction of Hazardous Substances in Electrical and Electronic Equipment Directive (Directive 2011/65/EU), an EU regulation that restricts the use of specific hazardous materials in electrical and electronic equipment to protect human health and the environment GLOSSARY OF TECHNICAL TERMS –2 9– --- page 39 --- “EV AC charger” a charging device that supplies alternating current power to electric vehicles, requiring the vehicle’s onboard converter to transform it into usable energy “EV DC charger” a charging device that directly supplies high-power electricity to electric vehicles “GB” the national standards of China, established to ensure consistency, quality, and safety across various industries “GDPR” the General Data Protection Regulation (Regulation (EU) 2016/679), an EU regulation that establishes guidelines for the collection, processing, and protection of personal data, ensuring individuals’ privacy and data rights “GW” Gigawatt, a unit of power measurement equal to one billion watts, commonly used to quantify the capacity of large-scale energy systems such as power plants or energy storage facilities “GWh” Gigawatt-hour, a unit of energy measurement equal to one billion watt-hours, commonly used to quantify the amount of energy produced or consumed over time, particularly in large-scale energy systems “IEC 62040” international standard specifying performance and safety requirements for uninterruptible power systems “IEC 62109” international standard that outlines safety requirements for power converters used in photovoltaic systems “IEC 62619” international standard specifying safety requirements for secondary lithium batteries used in industrial applications “IP66” a protection rating defined by the International Electrotechnical Commission, indicating that a device is completely dust-tight and protected against strong water jets from any direction “ISO 14001” international standard defining the requirements for an effective environmental management system, enabling organizations to enhance environmental performance and comply with regulations “ISO 15118” international standard defining the communication interface between electric vehicles and the grid, enabling secure communication and smart charging “ISO 9001” international standard defining the requirements for a quality management system, enabling organizations to consistently meet customer and regulatory requirements GLOSSARY OF TECHNICAL TERMS –3 0– --- page 40 --- “MES” manufacturing execution system, a system that monitors, tracks, and controls manufacturing processes in real-time “MPP” maximum power point, the point at which a solar panel or photovoltaic system operates at maximum efficiency, delivering the highest possible power output under given conditions “MTP” module type packaging, a process used in production environments to test and validate the functionality, quality, and reliability of products before they are released to the market “MWh” Megawatt-hour, a unit of energy measurement equal to one million watt-hours, commonly used to quantify the amount of energy produced or consumed over a period, particularly in medium-scale energy systems “ODM” original design manufacturer, companies that design and manufacture products which are then rebranded and sold by another company, enabling businesses to offer customized products without in-house production “OTA” over-the-air, a technology that enables wireless delivery of updates, upgrades, or configurations to devices, ensuring functionality improvements and feature enhancements without physical intervention “PCBA” printed circuit boards assembly, the PCB after mounting various components, such as resistors, integrated circuits, and capacitors, depending on the application and desired characteristics of the board “PCS” power conversion system, a system that converts electrical energy between different forms, such as alternating current and direct current, enabling efficient energy transfer and integration in energy storage or renewable energy systems “PV” photovoltaic, a technology that converts sunlight directly into electricity using solar cells “R&D” research and development “REACH Regulation” Registration, Evaluation, Authorisation and Restriction of Chemicals Regulation (Regulation (EC) No 1907/2006), an EU regulation designed to ensure the safe use of chemicals by requiring manufacturers and importers to assess and manage risks associated with their substances GLOSSARY OF TECHNICAL TERMS –3 1– --- page 41 --- “Single-phase gateway” devices used in single-phase electrical systems to manage and optimize the flow of electricity, enabling communication and control between energy sources, storage systems, and the grid “SKU” unique identifier assigned to a specific product or item in inventory, used for tracking and managing stock “SOC” State of Charge, a measure of the current energy level in a battery, expressed as a percentage of its total capacity, indicating how much charge is available for use “SOH” State of Health, a metric used to assess the overall condition and performance of a battery relative to its original specifications, indicating its remaining useful life and efficiency “SOP” State of Power, a measure of the maximum power that can be released or absorbed steadily by the power battery within a predetermined time interval “Three-phase gateway” devices used in three-phase electrical systems to manage and optimize electricity flow, enabling communication and control between energy sources, storage systems, and the grid “TWh” Terawatt-hour, a unit of energy measurement equal to one trillion watt-hours, commonly used to quantify large-scale energy production or consumption over a specified period “V2H” vehicle-to-home, a technology that allows EVs to power homes by using the EV power batteries to store and transmit energy supplied from the grid or from renewable energy sources “V2L” vehicle-to-load, a technology that allows EVs to power or charge an external devices using the EV power batteries to store and transmit energy supplied from the grid or from renewable energy sources “V2X” vehicle-to-everything, a communication technology that enables vehicles to interact with other vehicles, infrastructure, networks, and devices “VPP” virtual power plant, a system that aggregates and manages distributed energy resources, such as solar panels, batteries, and wind turbines, to operate as a single power plant “WMS” warehouse management system, a software solution designed to optimize and manage warehouse operations, including inventory tracking, order fulfillment, and the efficient movement of goods within the warehouse GLOSSARY OF TECHNICAL TERMS –3 2– --- page 42 --- We have included in this Prospectus forward-looking statements. Statements that are not historical facts, including but not limited to statements about our intentions, beliefs, expectations or predictions for the future, are forward-looking statements. This Prospectus contains forward-looking statements and information relating to us and our subsidiary 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,” “vision,” “aspire,” “target,” “schedules,” and the negative of these words and other similar expressions, as they relate to us 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 risk factors as described in this Prospectus, some of which are beyond our control and may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You are strongly cautioned that reliance on any forward-looking statements involves known and unknown risks and uncertainties. The risks and uncertainties facing us which could affect the accuracy of forward-looking statements include, but are not limited to, (i) our operations and business prospects; (ii) our ability to maintain relationships with, and the actions and developments affecting, our major customers and suppliers; (iii) future developments, trends and conditions in the industries and markets in which we operate or plan to operate; (iv) general economic, political and business conditions in the markets in which we operate; (v) changes to the regulatory environment in the industries and markets in which we operate; (vi) our ability to maintain the market leading positions; (vii) the actions and developments of our competitors; (viii) our ability to effectively contain costs and optimize pricing; (ix) the ability of third parties to perform in accordance with contractual terms and specifications; (x) our ability to retain senior management and key personnel and recruit qualified staff; (xi) our business strategies and plans to achieve these strategies, including our service and geographic expansion plans; (xii) our ability to defend our intellectual rights and protect confidentiality; (xiii) the effectiveness of our quality control systems; (xiv) change or volatility in interest rates, foreign exchange rates, equity prices, trading volumes, commodity prices and overall market trends; including those pertaining to the PRC and the industry and markets in which we operate; and (xv) capital market developments. By their nature, certain disclosures relating to these and other risks are only estimates and should one or more of these uncertainties or risks, among others, materialize, actual results may vary materially from those estimated, anticipated or projected, as well as from historical results. Specifically but without limitation, sales could decrease, costs could increase, capital costs could increase, capital investment could be delayed and anticipated improvements in performance might not be fully realized. Subject to the requirements of applicable laws, rules and regulations, we do not have any and undertake no obligation to update or otherwise revise the forward-looking statements in this Prospectus, whether as a result of new information, future events or otherwise. As a result of these and other risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Prospectus might not occur in the way we expect or at all. Accordingly, you should not place undue reliance on any forward-looking information. All forward-looking statements in this Prospectus are qualified by reference to the cautionary statements in this section as well as the risks and uncertainties discussed in the section headed “Risk Factors.” In this Prospectus, statements of or references to our intentions or those of our Directors were made as of the date of this Prospectus. Any such information may change in light of future developments. FORW ARD-LOOKING STATEMENTS –3 3– --- page 43 --- An investment in our H Shares involves a high degree of risk. Y ou should carefully consider the following information about risks, together with the other information contained in this Prospectus, including our consolidated financial statements and related notes, before you decide to buy our H Shares. If any of the circumstances or events described below actually arises or occurs, our business, results of operations, financial condition and prospects would likely suffer. In any such case, the market price of our H Shares could decline, and you may lose all or part of your investment. This Prospectus also contains forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risks described below. RISKS RELATING TO OUR BUSINESS AND INDUSTRY Sales of SigenStor account for a majority of our revenue, and any decrease in such sales may materially and adversely affect our business. During the Track Record Period, we generated our revenue primarily from sales of SigenStor , which accounted for 96.4%, 90.6% and 92.9% of our total revenue in 2023, 2024 and 2025, respectively. According to Frost & Sullivan, reliance on a single key products is in line with industry norms. We are continuously investing in R&D, product differentiation, and technology optimization to enhance SigenStor ’s competitive edge while exploring new business initiatives and market expansions to diversify our revenue sources and reduce dependency on a single product line. For example, in 2025, we launched SigenStack , our new dedicated C&I battery ESS solution, as well as dedicated C&I inverters, expanding our reach across application scenarios. See “Business — Business Sustainability” and “Business — Our Smart Renewable Energy Solutions — Our Product Use Cases.” However, if our revenue diversification efforts do not succeed as we anticipate, we may continue to heavily rely on SigenStor for a significant portion of our revenue. Therefore, a decrease in the sales volume of SigenStor or its prices, such as from changing user preferences, competitors introducing alternative or superior solutions, or material quality issues concerning SigenStor , may materially and adversely affect our business, results of operations, financial condition and prospects. We have a limited operating history and we have experienced rapid growth, which may not be indicative of our future growth or financial results, nor may we be able to sustain our historical growth rates. We were established in May 2022, and have achieved rapid growth since our inception. We generated revenue of RMB58.3 million, RMB1,329.8 million and RMB9,000.5 million in 2023, 2024 and 2025, respectively. However, our limited operating history may not be indicative of our future growth or financial results. Moreover, while we have experienced significant growth during the Track Record Period, our historical growth rates may not be indicative of our future growth or financial results, and there is no assurance that we will be able to maintain our historical growth rates in future periods. Our growth rates may decline for any number of possible reasons and some of them are beyond our control, including decreasing end user spending, increasing competition, changes in energy consumption trends, declining growth of the ESS industry, emergence of alternative business models, changes in government incentives and policies or changes in general economic conditions. We will continue to expand our distribution network and product and service offerings to increase our customer base while bring greater convenience to end users. However, the execution of our expansion plan is subject to uncertainty, and we may not grow at the rate we expect for the reasons stated above. If our growth rates decline, investors’ perceptions of our business and prospects may be adversely affected and the market price of our H Shares could decline. RISK FACTORS –3 4– --- page 44 --- If we are unable to successfully manage our rapid growth, our business and prospects may be materially and adversely affected. As we continue to grow rapidly, we will continue to encounter challenges in implementing our managerial, operating and financial strategies to keep up with our growth. The major challenges in managing our business growth include, among other things, (i) executing our strategies and business initiatives successfully; (ii) establishing or expanding design, manufacturing, sales and service facilities as well as service network; (iii) establishing or expanding our distributor and installer networks in existing and new markets; (iv) managing a larger organization with a growing number of employees; (v) controlling expenses and investments in anticipation of expanded operations; (vi) implementing and enhancing administrative infrastructure, systems and processes; (vii) improving our operational, financial and management controls, compliance programs and reporting systems; and (viii) addressing new market and potentially unforeseen challenges as they arise. In particular, as our business currently relies significantly on SigenStor , our ability to effectively manage growth is closely tied to the product’s market adoption and scalability, as well as our ability to develop, manufacture and sell new product offerings, such as SigenStack , our new dedicated C&I battery ESS solution and our new dedicated C&I inverters. Any operational bottlenecks, supply chain disruptions, or delays in scaling production could adversely impact our ability to meet market demand, thereby affecting our growth trajectory. We make continuous efforts to promote SigenStor , research and develop new product offerings targeting new scenarios and markets, enhance supply chain and manufacturing capacity, and strengthen operational efficiencies to support sustainable growth. However, these efforts may not yield results as expected, or at all. If we fail to manage our growth effectively, our revenue may decline or fail to grow, our industry leadership position, our business, results of operations, financial condition and prospects may be adversely affected. We rely on our distribution network to promote and sell our products and services and generate a vast majority of revenue from our distributors. We rely on distributors to expand our sales and distribution network for sales of our products. As of December 31, 2025, we engaged with 172 distributors in China and overseas. During the Track Record Period, substantially all of our revenue was generated through our expanding distribution network. See “Business — Sales and Distribution — Distributorship” for details. Given their revenue contribution, any decrease in sales from, or loss of, one or more of our distributors without a corresponding increase in sales from other distributors due to the changes of nature in the distributors’ business models or for any other reasons would adversely affect our business, results of operations, financial condition and prospects. In particular, our sales volumes would be influenced by the performance of our distributors in marketing our products. The effectiveness of our distributors in selling and distributing our products may be affected by a number of factors, many of which are out of our control, including, among others, (i) the availability of suitable distributors; (ii) the existence and availability of suitable regions and locations for expansion of our sales and distribution network; (iii) the ability to negotiate favorable cooperation terms with our distributors; (iv) our ability to maintain and expand our distribution network; (v) our distributors’ strategies in promoting our products; (vi) our distributors’ own business and financial performance; (vii) our distributors’ abilities to expand their customer base and penetrate into new markets with reduced risk of channel stuffing; (viii) our distributors’ strategies to extend geographical coverage of our products; (ix) our ability to effectively manage the number of distributors in each geographical market to reduce risk of cannibalization; (x) our distributors’ willingness to adhere to our recommended retail pricing guidelines; and (xi) our distributors’ willingness to maintain relationships with us. RISK FACTORS –3 5– --- page 45 --- We are also exposed to the risk that distributors may seek to impose unfavorable terms on us in the future, such as longer credit periods. Credit arrangement with our distributors adds pressure on our working capital and exposes us to the risks of default and bad debts. Any disruption in our relationships with our distributors could affect our ability to maintain and grow our sales volume, which could materially and adversely affect our business, results of operations and financial position. We cannot give assurance that we will be able to grow our sales and distribution network effectively. If we encounter difficulties in maintaining, expanding or optimizing our sales and distribution network, our growth prospects may be limited, which could in turn adversely affected our business, financial condition, results of operations and prospects. Furthermore, we allow our distributors to engage sub-distributors, predominantly installers, within their designated sales territories to assist in the marketing and sales of our products to end users, and to organize events to directly promote our products. Although we do not have a direct contractual relationship with installers, we have taken steps to ensure that they meet our high service standards, and our sales team maintains frequent contact with installers, engaging in site visits, regular meetings and ongoing monitoring of our installers’ performance and requirements. Nevertheless, there can be no assurance that the sub-distributors will comply with our standards and requirements. In the event that any sub-distributor conducts any wrongdoing or fails to provide satisfactory services to end users, our brand reputation and business may be adversely affected. See “Business — Sales and Distribution — Distributorship — Robust Distributor Network Management” for additional information. We face competition as the ESS market develops and evolves, and failure to compete effectively, launch new products and services, or successfully enter into new business initiatives may materially and adversely affect our market share and profitability. The ESS industry is developing rapidly, and the competition landscape is constantly evolving. This results in the frequent introduction of new products and price competition from our competitors in the ESS industry. For example, influenced by factors such as declines in subsidies for downstream ESS applications and an increasing number of regions reaching grid parity, the cost of PV , energy storage and overall market prices for products such as inverters have experienced continual downwards pressure, while we face increased competition from other industry players. Certain current or potential competitors, particularly those with greater resources or market leadership, may leverage their influence to gain competitive advantages. These competitors may attract or discourage our customers or suppliers from working with us through indirect strategies, such as offering preferential terms or exclusive arrangements. Additionally, their superior financial resources, advanced technologies, and strategic partnerships may allow them to develop or acquire more competitive products and services, better target specific market segments, and exert pricing pressure. Such dynamics could place us at a significant disadvantage, hindering our ability to compete effectively, maintain relationships, and achieve our financial and operational goals. As a result, our customers and end-users may choose to not work with us or use our products or services unless our products and services are significantly better than the products developed by competitors or that we offer our products and services at more competitive prices. If our competitors could provide similar products and services with similar quality, convenience and price as we do, we may have to lower prices for our products and services, all of which could lead to reduced revenues and profitability. Furthermore, we need to keep investing resources, including financial and human resources, in research and development to lead technological advances in order to make our products and services competitive in the market. Our research and development expenses were RMB193.0 million, RMB280.3 million and RMB494.0 million in 2023, 2024 and 2025, respectively. We expect to continue to incur significant research and development expenses in the foreseeable future as part of our efforts to design, develop, and market new solutions and enhance products and services. For details, see “Business — Our Growth Strategies — Continue to Invest in Technology Innovation to RISK FACTORS –3 6– --- page 46 --- Broaden Product Portfolio and Use Cases.” However, our capital and operating expenditure invested in research and development may not yield the expected results. New technologies in our industry could render our technologies or our solutions obsolete or unattractive, thereby limiting our ability to recover related development costs, which could result in a decline in our revenues, profitability, and market share. If we are unable to keep up with the technological advancement, we may suffer a decline in our competitive position. To achieve effective competition in the ESS industry, we need to continuously develop new products and refine existing products. The development and launch of new products involve complex efforts and there may be uncertainties at various stages before a product is launched. Any delay in the financing, design, production and eventually the launch of our new products could materially damage our competitiveness. To the extent that we delay the launch of our new products, our growth prospects could be adversely affected as we may fail to compete with our peers, keep up with competing products, or grow our market share. Due to the uncertainty in the market window for the new products, any delay in launch of new products may result in the obsolescence of such products and our investments in developing such products may become sunk costs, which will materially and adversely affect our business, financial position and results of operations. Furthermore, if we are unable to maintain our competitiveness through continuous product and technological innovations, or if our existing products or new product launches are unable to maintain profitability, our gross margins may be materially and adversely affected. Furthermore, we are expanding our offerings to address the diverse needs of our end users across different application scenarios, such as residential, commercial and industrial, and utility-scale scenarios. However, we cannot assure you that we will be successful in pursuing new business initiatives. Such expansions involve inherent risks and challenges. Our limited familiarity with new business initiatives may hinder our ability to adapt to evolving end-user demands and preferences effectively. In addition, existing market leaders in these areas may possess competitive advantages, including greater experience, deeper industry insights and stronger brand recognition, enabling them to compete more effectively against us. Moreover, entering into new business initiatives could subject us to additional regulatory requirements, potentially increasing compliance risks and operational burdens. Our expansion efforts may also place significant strain on our management and resources. If we are unable to navigate these challenges successfully, our business, financial condition, and growth prospects could be materially and adversely affected. Our future growth and success are dependent upon the continued acceptance and adoption of ESS solutions. Our future growth is dependent upon the continued acceptance and adoption of ESS solutions by our end users, which primarily consist of households and enterprises. The market for ESS solutions is still rapidly evolving, characterized by rapidly evolving technologies, competitive pricing, evolving industry standards and changing end user demands and behaviors, changing levels of concern related to environmental issues, and governmental initiatives related to climate change and the environment generally. Although the demand for ESS solutions has grown in recent years, there is no guarantee of continuing growth for future demand. Demand for ESS solutions is volatile, being affected by numerous factors, such as (i) perceptions about the features, quality, safety, performance and cost of ESS solutions, especially if adverse events or accidents occur that are linked to the quality or safety of ESS solutions; (ii) status of government regulations, polices and economic incentives related to new energy industries, including renewable energy sources such as solar energy and EVs, and policies related to clean energy, climate change and de-carbonization generally; (iii) end users’ demand for the downstream uses and technologies of ESS solutions; (iv) concerns regarding the stability of the electrical grid and centralized power stations; (v) development of battery cell technologies, including the potential decline of battery’s ability to hold a charge over time; (vi) end users’ environmental consciousness; (vii) conditions in the energy industry in general; and (viii) macroeconomic factors. RISK FACTORS –3 7– --- page 47 --- Globally, there have been fluctuations in terms of year-over-year growth in sales volume recently for ESS solutions. It cannot be predicted how the demand for ESS solutions will develop in the future. General economic factors, such as decrease in household income or economic growth in the countries where we conduct business, may adversely affect such demand. Certain ESS companies operating in China and overseas markets have suffered declining performance or financial difficulties as a result of the market slowdown. If the ESS market evolves at a slower pace than anticipated, or if there is a decline in the demand for ESS solutions, or energy consumption behaviors do not align with our expectations, the demand for ESS solutions, including ours, will be affected. As a result, our business, results of operations, financial condition and prospects would be harmed. Our future success and growth potential are dependent on our ability to effectively manage our production capacity. We mass produce our key products or product components, primarily including inverters and battery packs, at our manufacturing facilities located in the Lin-gang New Area and Jinqiao in Shanghai and Nantong, Jiangsu. We have been expanding our production capacity to meet the increasing demand for our products and services. As of the Latest Practicable Date, we have completed construction work for a new, permanent production base in Nantong, Jiangsu for C&I ESS solutions, which is expected to enter full commercial production in 2027. See “Business — Planned Production Capacity Expansion” for more details. There is no assurance that such expansion plan will be successfully implemented in a timely manner or will be commercially successful. Our production capacity expansion plan is also subject to interruptions caused by risks commonly associated with large construction and expansion projects, such as adverse weather conditions, natural disasters, accidents and unforeseen circumstances and problems, and other factors beyond our control. If we fail to achieve the planned production capacity expansion on time, we may not address the growing customer demand, which may result in an adverse impact on our reputation, results of operations, business prospects and financial conditions. On the other hand, China’s ESS industry risks overcapacity if demand from sectors like EV battery and ESS companies fails to match the rapid expansion of production, driven by factors beyond our control, such as macroeconomic conditions and shifts in energy consumption. There is no guarantee that we will avoid structural overcapacity. This could lead to heightened competition, and we may not be able to outperform competitors. As a result, our capacity utilization may decline, production costs could rise significantly, and our business, results of operations and financial conditions may be materially and adversely impacted. In addition, expanding our production capacity is costly. Our ability to obtain sufficient capital to fund our production capacity expansion is subject to a number of uncertainties, including those relating to our future business development, financial condition and results of operations, general market conditions for financing activities by companies in our industry, and macro- economic and other conditions in China and globally. If we cannot obtain sufficient capital on acceptable terms to meet our needs, we may not be able to execute our growth strategies, and our business, financial condition and prospects may be materially and adversely affected. Furthermore, our fixed costs will increase as a result of our production capacity expansion. We may not be able to sell our products at such quantities and/or prices with commercially acceptable margins and our production facilities may be underutilized. If we are unable to sell our additional products on a commercially acceptable basis and/or our production facilities are underutilized, our business, financial condition, results of our operations and prospects would be materially and adversely affected. RISK FACTORS –3 8– --- page 48 --- If our products and services do not meet customer expectations in terms of quality, availability and user experience, or if our products suffer from undetected defects, errors or bugs in hardware or software, our business, results of operations, financial condition and prospects may be adversely affected. We may fail to provide quality products and services if we fail to continue to innovate on product design, maintain a widespread service network, handle customer complaints properly or offer appropriate after-sale services, or if there are technical errors or other incidents affecting our solutions, among others. If we do not quickly resolve such issues, our ability to retain customers or sell additional products and services to existing customers could suffer, and our brand and reputation could be harmed, which in turn could adversely affect our business, results of operations, financial condition and prospects. Moreover, we believe ESS solutions are highly scenario-specific, and our ability to offer functions that tailor to different energy storage, charging and management needs are highly critical to our ability to attract and retain customers. If we cannot offer functions that cater to end users’ evolving demand, or our competitors are better at addressing these requirements, we may lose our customers and our business, results of operations, financial condition and prospects may be adversely affected. In addition to failing to provide satisfactory products and services to end users, we may not be able to maintain our relationship with them for various other reasons and factors, which include, but not limited to, our customers’ own business model and the change thereof, the availability of comparable solutions from competitors at a lower cost, and any macroeconomic factors. Any adverse development in these respects may adversely affect our customer base, and in turn affect our business, results of operations, financial condition and prospects. Furthermore, due to the complex product development and production process, our products may contain undetected defects or failures, which may be difficult to detect at an early stage of the production process and often are time-consuming, expensive or impossible to correct. Any such defects or errors, or the perception of such defects or errors, or other performance problems could result in, among others, (i) expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects; (ii) loss of existing or potential customers, distributors, installers, other business partners or end users; (iii) interruptions or delays in sales; (iv) delayed or lost revenue; (v) delay or failure to attain market acceptance; (vi) delay in the development or release of new functionality or improvements; (vii) negative publicity and reputational harm; (viii) sales credits or refunds; (ix) exposure of confidential or proprietary information; (x) diversion of development and customer service resources; (xi) breach of warranty claims; (xii) legal claims under applicable laws, rules and regulations; and (xiii) the expense and risk of litigation, any of which may adversely affect our business, results of operations, financial condition and prospects. We recorded net losses and operating cash outflow during the Track Record Period, and there is no guarantee that we can consistently maintain profitability in the future. We have recorded net losses in past. We incurred net losses of RMB373.5 million in 2023, and we recorded net profit of RMB83.8 million and RMB2,918.8 million in 2024 and 2025, respectively. We may not be able to maintain profitability in the future. Our revenues may not increase sufficiently to offset the increase in our expenses as we continuously develop our products and services, conduct marketing and sales activities to increase our brand awareness, hire additional personnel, broaden our customer base and expand overseas. Moreover, as a public company, we may incur certain legal, accounting and other expenses that we did not previously incur as a private company. These efforts may be more costly than we expect. We may continue to incur losses in the future, and we cannot assure you that we will eventually achieve profitability in a sustainable manner. RISK FACTORS –3 9– --- page 49 --- We also experienced significant cash outflows from operating activities in the past. We recorded net cash used in operating activities of RMB369.7 million, RMB95.8 million and RMB200.0 million in 2023, 2024 and 2025, respectively. Although we had improved our cash position over the Track Record Period, we cannot guarantee that we will continuously improve our cash position. If our cost of continuing operations increases in the future or our cash generated from operating activities does not meet our expectation, our operating cash position could worsen, and our business, results of operations, financial condition and prospects could be adversely affected because of the limited amount of cash available to meet the cash needs for operating our business and to fund our investments in our business expansion. If our operating cash outflow position continues or worsens, we could record a net current liabilities position in the future, which would expose us to liquidity risk. Our future liquidity and ability to make additional capital investments necessary for our operations and business expansion will depend primarily on our ability to maintain sufficient cash generated from operating activities and to obtain adequate external financing. There can be no assurance that we will be able to renew existing bank facilities or obtain other sources of financing. Increases in costs or shortages of raw materials could have an adverse impact on our sales of products, and therefore adversely affect our business, results of operations, financial condition and prospects. The cost and mass production of our products depends upon the prices and availability of raw materials, which have a significant impact on our cost of sales. In 2023, 2024 and 2025, material costs accounted for 67.8%, 81.8% and 82.8% of our cost of sales, respectively. See “Financial Information — Major Factors Affecting Our Results of Operations — Fluctuation in Raw Material Prices” for more details. The prices of raw materials used in key components of our products, such as the cost of raw materials used in our lithium-ion ESS battery cells, have a significant impact on our results of operations. For example, according to Frost & Sullivan, in 2021 and 2022, the rising price of such raw materials caused a corresponding increase in the price of ESS battery cells, from 0.7 RMB/Wh to 0.8 RMB/Wh. In 2024, the decline in raw material costs and intense competition within China’s ESS battery industry led the price of ESS battery cells to decline sharply in 2024 to 0.4 RMB/Wh. The prices for these materials fluctuate and their available supply may be unstable, depending on market conditions and global demand for these materials. For example, if there is an increase in the global production of energy storage products, suppliers of these raw materials may be unable to meet our volume needs. Additionally, our suppliers may not be willing or able to reliably meet our timelines or our cost and quality needs, which may require us to replace them with other sources. Any reduced availability of these materials may impact our access to battery cells and our growth, and any increases in their prices may reduce our profitability if we cannot recoup such costs through increased prices. Moreover, our inability to meet demand and any product price increases may harm our brand, growth, prospects and operating results. In addition, as we continue to expand our scale, we have in the past experienced and may experience in the future shortages of certain raw materials or other bottlenecks in our supply chain. We are exposed to multiple risks relating to raw materials, including but not limited to an increase in the cost, or decrease in the available supply, of materials used in our production; disruption in the supply of raw materials due to delays in shipment, quality issues or recalls by suppliers; and the inability or unwillingness of our current suppliers to manufacture such raw materials required to support the growth of the ESS industry as demand increases. Furthermore, changes in economic conditions may result in significant increases in freight charges and material costs. Substantial increases in the prices for our raw materials would increase our operating costs and could reduce our margins if we cannot recoup the increased costs through increasing product prices. Any attempts to increase product prices in response to increased material costs could result in decrease in sales and therefore adversely affect our brand, and our business, RISK FACTORS –4 0– --- page 50 --- results of operations, financial condition and prospects. In addition, we may experience disruptions in our manufacturing facilities due to factors such as equipment failures, labor shortages, or natural disasters, which may delay our production and delivery, leading to sales loss, increased costs, and damaged customer relationships. Our business, results of operations, financial condition and prospects could be adversely affected if we are unable to adequately manage our inventory. Our inventories consist primarily of raw materials, work in progress and finished goods. As of December 31, 2023, 2024 and 2025, we had inventories of RMB189.5 million, RMB480.8 million and RMB2,143.3 million, respectively. We assess impairment to inventories at each period during the Track Record Period and may make provision to write down our inventories to the net realizable value if they become obsolete, out-of-season or are damaged or their prices decrease, and their net realizable value is lower than the costs. In 2023, 2024 and 2025, we recognized inventory provision of nil, RMB1.1 million and RMB5.1 million, respectively. However, we cannot assure you that we will not experience material write-offs in the future. Furthermore, during the Track Record Period, we have experienced fluctuations in our inventory turnover days. The fluctuation and extension of inventory turnover may have a material and adverse effect on our cash flow and liquidity position. It is crucial that we monitor these metrics closely to ensure the financial health of our organization. See “Financial Information — Discussion of Certain Key Items from Our Consolidated Statements of Financial Position — Inventories” for details. In addition, it may be difficult to accurately forecast demand and determine appropriate levels of inventory we should maintain. Any change in end user demand for our products or the occurrences of catastrophic events may have an adverse impact on our product sales, which may in turn lead to decline in inventory value or inventory write-off. In the case of overestimation of customer demand, we may be subject to overstock, resale of the inventories at less favorable terms, or even write-downs of inventories. In addition, if we are required to lower sale prices to boost demand for our product sales to reduce inventory level, our profit margins might be negatively affected. In the case of underestimation of customer demand, we may not be able to fulfill all the orders we receive to maximize our revenue. Any of the above may adversely affect our business, results of operations, financial condition and prospects. Our international operations and expansion will expose us to additional tax, compliance, market and other risks and there can be no assurance that any such expansion will be successful. We have expanded and plan to continue to expand our operations across international markets. Our operations in international markets are expected to expose us to various risks, including but not limited to those arising from (i) operating our business across a significant distance, in different languages and among different cultures; (ii) differing demand dynamics for our products and services; (iii) competition with local competitors which may have greater resources and more favorable market positions; (iv) establishing relationships with local distributors, regulators and commercial partners; (v) building manufacturing facilities in overseas markets; (vi) establishing distribution, installer and service networks in overseas markets; (vii) compliance with applicable laws and regulations, including laws and regulations with respect to privacy, intellectual property, data protection, consumer protection, anti-corruption, taxation, trade barriers and economic sanctions, and the risk of penalties if our practice is deemed to be noncompliant; (viii) obtaining required government approvals, licenses or other authorizations; (ix) varying levels of internet adoption and infrastructure; (x) foreign exchange controls and exchange rate fluctuations; (xi) public health emergencies and containment measures; (xii) potentially adverse tax consequences, including those arising from relevant tax authorities’ different views on our intragroup transactions, RISK FACTORS –4 1– --- page 51 --- which we believe are conducted on an arm’s length basis; (xiii) higher costs of doing business internationally, including increased accounting, travel, infrastructure, and legal compliance costs; (xiv) the effectiveness of training, motivation and management of our employees; (xv) the diversity of customers preferences and demand and our ability to anticipate or respond to such preferences and demand; (xvi) changes in the political and economic environments in the countries where we operate, and the imposition of new duties or other protectionist measures; and (xvii) the occurrence of acts of terrorism or similar events, conflicts, civil unrest or situations of political instability. These or other factors may deter our international expansion plans, distract our management attention, or cause us to incur significant costs in these markets, which could have an adverse effect on our business, results of operations, financial condition and prospects. Changes to trade policy, tariffs, and import/export regulations may adversely affect our business, results of operations, financial condition and prospects. Changes in global political, regulatory and economic conditions, or in laws and policies governing foreign trade, manufacturing, development, and investment in the territories or countries where we currently purchase materials, seek to offer our products and services, or conduct our business, could adversely affect our business, results of operations, financial condition and prospects. For example, recently, the United States imposed multiple rounds of tariffs on a wide range of goods imported from multiple countries, including China, and China and other countries responded with retaliatory tariffs. Further, recent developments that challenge the legality of such tariffs may further hinder negotiations between the United States and its trade partners, thereby exacerbating the uncertainties relating to the scope and level of tariffs that could be imposed. The escalating trade tensions may have an adverse impact on our business operations as we continue to expand into global markets. In particular, the evolving tariff landscape may affect the pricing competitiveness of our products in the U.S. market, potentially resulting in lower sales volumes or compressed profit margins. Furthermore, prolonged trade tensions may disrupt global supply chains, dampen investor confidence, and weaken downstream demand in our key international markets. A number of other nations have proposed or instituted similar measures directed at trade with the United States in response. In addition, additional sanctions or comparable trade barriers as regards China are under discussion by other jurisdictions, such as the European Union. As a result of these developments, there may be greater restrictions and economic disincentives on international trade that could adversely affect our business. It may be time consuming and expensive for us to alter our business operations to adapt to or comply with any such changes, and any failure to do so could have a material adverse effect on our business, financial condition and results of operations. As we expand our operations across international markets, we may become subject to various restrictions under applicable export control laws and regulations. Changes in our offerings, technologies, or changes in export and import laws, may delay the introduction and growth of our business in international markets, prevent our customers from using our products and services or, in some cases, prevent the access or use of our products and services to and from certain countries, governments, persons, or entities altogether. Further, any change in export or import regulations or related laws, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons, or technology targeted by such regulations could result in decreased use of our products and services or in our decreased ability to export or sell our products and services to existing or potential customers with international operations. Any decreased use of our products and services or limitation on our ability to export or sell our products and services would likely harm our business, results of operations, financial condition and prospects. RISK FACTORS –4 2– --- page 52 --- The ESS market in China and overseas markets have benefited from the availability of rebates, tax credits and other incentives from governments relating to green energy and new energy technologies, and any reduction, modification, or elimination of such benefits could cause reduced demand for our products and services, which would adversely affect our financial results and business operations. Government and economic incentives in China and abroad that support green and new energy technologies, such as solar power and EVs, which are part of the ESS ecosystem, may be reduced, eliminated, amended, or exhausted. For example, on November 15, 2024, China’s Ministry of Finance and General Administration of Taxation reduced the export tax rebate rate for certain photovoltaic products and batteries from 13% to 9%, which could adversely impact our pricing strategies and profitability. Any reduction or removal of such support could negatively impact the growth of the ESS market, along with our business, results of operations, financial condition and prospects. We recorded government grants of RMB0.3 million, RMB2.9 million and RMB31.1 million in 2023, 2024 and 2025, respectively. Furthermore, some of our PRC subsidiaries are eligible for preferential EIT rates. Continued eligibility for preferential tax treatment and government grants is subject to recognition and evaluation by the relevant government authorities in China. We cannot assure you that we will continue to receive such preferential tax treatment and government grants at historical levels, or at all. We are also subject to risks of uncertainties in tax treatment, such as development in tax laws and regulations or practices of local tax authorities in the countries, regions or municipalities where we have operations. Such changes or uncertainties in tax treatment or government grants may adversely affect our results of operations and financial performance. We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results. We are incorporating AI into various parts of our products or services. For instance, we use advanced AI technology to empower our mySigen App, which can help users achieve maximum savings by automatically accessing system operation, dynamic tariff, and weather data. As with most emerging technologies, AI comes with its own set of risks and challenges that could affect its adoption and our business. AI algorithms may be flawed, and the data used could be incomplete or biased. Inappropriate or controversial data practices, by us or by others, could limit the acceptance of our AI-enhanced products and services. In addition, there are significant risks involved in developing and deploying AI, and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to our business, including our efficiency or profitability. It is also uncertain how various laws related to online services, intermediary liability, and other issues will apply to content generated by AI. In addition, we are subject to the risks of new or enhanced governmental or regulatory scrutiny, litigation, or other legal liability, ethical concerns, negative consumer perceptions as to automation and AI, activities that threaten people’s safety or well-being on- or offline, or other complications that could adversely affect our business, reputation, or financial results. Our international service network relies on third-party service providers to deliver high- standard performance, and we may not be able to manage the expansion of such service network efficiently. We rely on third-party service providers to deliver high-standard performance including installation and after-sales services in China and overseas. We may not be able to identify, attract and retain sufficient service providers with the requisite experience and resources to provide service that meet our quality standard. Our service providers may face various challenges during service provision, including but not limited to technical issues, management problems, and poor customer service quality. Although we implement service standards and quality control measures, we may not RISK FACTORS –4 3– --- page 53 --- have effective control over the operations of the service providers. Despite our efforts in quality control, we cannot assure you that our service providers consistently provide such quality services. Any failure of our installation and after-sales service providers to provide high-standard performance may adversely affect our reputation, and in turn adversely affect our business, results of operations, financial condition and prospects. As of the Latest Practicable Date, we had over 20,700 registered installers covering 139 countries and regions globally. We plan to further expand our service network in overseas markets through collaboration with local service providers. The expansion may not have the desired effect of increasing sales and enhancing our brand recognition in a cost-efficient manner. We may need to invest significant capital and management resources to manage existing installation and after-sales service providers and enter into collaboration with new ones, and there can be no assurance that we will be able to improve the operational efficiency of our installation and after-sales service network. We may incur additional indebtedness, and increased cost of indebtedness in the future could affect our business, results of operations and liquidity. During the Track Record Period, we had certain borrowings to finance our rapidly expanding business operations and capital expenditures. We expect to continue to do so in the future and our liquidity risk may increase. As of December 31, 2023, 2024 and 2025, our interest-bearing bank borrowings amounted to RMB203.5 million, RMB385.1 million and RMB1,720.4 million, respectively. The effective interest rate on our bank loans ranged from 2.0% to 3.5% per annum during the Track Record Period. See “Financial Information — Indebtedness.” High indebtedness levels could necessitate a greater allocation of our cash flow towards principal and interest repayments, limiting funds available for working capital and strategic initiatives. Additionally, it may constrain our flexibility in adapting to industry changes or pursuing new opportunities, restrict access to further financing and heighten our exposure to interest rate fluctuations and unforeseen adverse events. Additionally, any restrictive covenants in future indebtedness may limit our capacity to raise additional debt or equity financing, potentially leading to defaults that could accelerate repayment obligations, jeopardizing our financial stability. If we fail to manage our indebtedness properly, our business, results of operations and financial condition may be materially and adversely impacted. Our provisions for warranties may be insufficient to cover future warranty claims, which could adversely affect our business, results of operations, financial condition and prospects. Subject to local laws and regulations, as well as market conditions across different jurisdictions where we operate our business, we generally provide a warranty period of 5 to 10 years for our battery packs, energy controllers and inverters, and 2 to 3 years for our other products. We accrue provisions for warranties for products still under warranty period at the end of each reporting period, which includes our best estimate of the projected costs to repair or replace items that fail to perform satisfactorily under warranties. The amount of provisions for warranties is estimated based on the sales volume and industry experience of the level of repairs and returns. The estimation is reviewed on an ongoing basis and is revised when appropriate. We have limited experience with warranty claims regarding our products or with estimating provisions for warranties. In 2023, 2024 and 2025, we recorded provisions for warranties of RMB1.2 million, RMB29.7 million and RMB277.9 million, respectively. We cannot assure you that such provisions will be sufficient to cover future claims. We could, in the future, become subject to significant and unexpected warranty claims, resulting in significant expenses, which would in turn materially and adversely affect our business, results of operations, financial condition and prospects. RISK FACTORS –4 4– --- page 54 --- We may not have adequate insurance to cover losses and liabilities arising from various operational risks and hazards. Specifically, we may be involved in product liability claims, and our product liability insurance may not be sufficient to cover potential liability from product liability claims. Our business is subject to a variety of operational risks, including but not limited to production disruptions due to operational errors, power outages, equipment failures and suspension due to other risks; operational restrictions imposed by environmental or other regulatory requirements; social, political and labor unrest, environmental or industrial accidents, and catastrophic incidents such as fires, earthquakes, explosions, floods or other natural disasters. As we continually expand our operations in overseas markets in the future, we may be exposed to risks related to geopolitical tensions, policy changes and intellectual property and technology protection. These aforementioned risks may result in, among others, damage to or destruction of production facilities, personal injury or casualties, environmental damage, monetary loss, and legal liability. The occurrence of any of these events may result in disruption of our operations and cause us to suffer substantial losses or incur significant liabilities. During the Track Record Period, we maintain product liability insurance, property insurance and employee insurance for our business operations. There is no assurance that our insurance will be adequate to cover our exposure to the foregoing risks. If we incur material losses or liabilities, and insurance is not adequate to cover such losses or liabilities, our business, financial condition and results of operations may be materially and adversely affected. In particular, designing, manufacturing and sales of quality products that are safe and reliable is of vital importance to our business. However, we may be subject to lawsuits relating to product liability claims, product recalls, or redesign efforts, all of which may be time consuming and expensive. Our product liability insurance may not be sufficient to cover potential liability claims. Inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to efficiently protect against potential product recalls and product liability claims could prevent or inhibit the commercialization of our products or could result in a loss of customers and decrease in revenue, unexpected expenses and a loss of market share. If any of our products are found to have safety, reliability or quality issues, we may be required to accept returns, provide replacements, provide refunds, or pay damages, and we may also voluntarily choose to or be compelled to undertake product recalls. For example, in November 2025, we initiated a voluntary product recall for a limited subset of inverter models sold in Australia due to potential fire risks of a small number of damaged AC plugs arising from installation issues, with no property damage, injuries or death having been reported, and which does not have any material impact on our business, financial condition and results of operations. See “Business — Quality Control — Australia V oluntary Product Recall” for more details. We cannot assure you that as we continue distribution of our products, we will be able to obtain or maintain adequate insurance coverage on acceptable terms, or that such insurance will provide adequate coverage against all potential claims. In the event that our exposure to liabilities exceeds the coverage of our insurance, we may still be required to incur substantial amounts, which would materially and adversely affect our business, financial condition and results of operations. We are subject to governmental economic sanctions laws that could subject us to liability. We are subject to various economic and trade sanctions laws in different jurisdictions. For example, U.S. economic sanctions prohibit the provision of products and services to countries, governments, and persons targeted by U.S. sanctions. United Kingdom financial sanctions and European Union sanctions also have similar regime to prohibit the provision of products and services to countries, governments and persons on their respective target list. RISK FACTORS –4 5– --- page 55 --- While we believe that we have been, and that we continue to be, in compliance with applicable governmental economic sanctions laws, our failure to employ appropriate safeguards with respect to customers located in countries that are targets of governmental economic sanctions may result in a violation of such laws and regulations. Non-compliance with applicable governmental economic sanctions laws could subject us to adverse media coverage, investigations, severe administrative, civil and possibly criminal sanctions, and expenses related to remedial measures and legal expenses, which could materially and adversely affect our reputation, business, financial condition, results of operations and prospects. In addition, any Chinese companies or individuals targeted under U.S. economic sanctions may lose access to the U.S. markets and the U.S. financial system, including the ability to use U.S. dollars to conduct transactions, settle payments or to maintain correspondent accounts with U.S. financial institutions, U.S. entities and individuals may not be permitted to do business with sanctioned companies and persons, and international banks and other companies may as a matter of law and/or policy decide not to engage in transactions with such company or person. Our services are subject to safety risks, and any accidents that occur during the performance of our services may expose us to civil, labor, environmental and criminal liabilities and adversely affect our business, results of operations, financial condition and prospects. The provision of our product installation and after-sales services to our end users involves operational risks such as equipment defects or malfunctions and misconduct by third-party installation and after-sales service providers. The professionals of these installation and after-sales service providers may work in potentially dangerous conditions, which exposes us to potential liability, in line with applicable occupational safety standards, for personal injury and other accidents, business interruptions and the damage or destruction of property. During the Track Record Period and up to the Latest Practicable Date, there were no material accidents and personal injuries in our operations. However, the safety protocols and training adopted by these installation and after-sales service providers may not be adequate to prepare the professionals to perform the necessary activities during the provision of service without causing damage or accidents. Furthermore, we cannot guarantee that our third-party installation and after-sales service providers will always strictly comply with the instructions and guidance provided by us in the provision of their services, which may result in customer complaints or claims against us for product quality or safety issues (whether or not there are underlying product defects attributable to us), which may damage our reputation and result in significant costs to resolve. Without any contractual arrangements in place, these service providers typically assume all safety responsibilities and risks during the installation process for any personal and property damages in relation to the installation of our products. The insurance policies (if any) that these service providers may not be adequate to cover all of the potential liability if there were safety accidents during the installation process. Furthermore, we cannot guarantee that we will not become entangled in legal proceedings in relation to personal and property damages in relation to the installation of our products. In addition, any accidents involving our products and services can cause our reputation to be questioned and subject us to the filing of lawsuits and administrative proceedings and launch of regulatory investigations against us, with possible imposition of fines or other penalties. Further, a major safety accident, even if we are not at fault, may bring enhanced scrutiny and regulation of our business, with a corresponding increase in operating expense. Any accidents that occur during the performance of our services may damage our reputation and result in significant costs and, consequently, adversely affect our business, results of operations, financial condition and prospects. We depend on the information systems of our own and those of third parties for the effective delivery and performance of our products and services, and the overall effective and efficient functioning of our business. Failure to maintain or protect our information systems and data integrity effectively could adversely affect our business, results of operations, financial condition and prospects. We depend on our information systems for the effective and efficient functioning of our business, as well as for accounting, data storage, compliance, purchasing and inventory management. Our and our business partners’ information systems may be subject to computer RISK FACTORS –4 6– --- page 56 --- viruses, ransomware or other malware, attacks by computer hackers, failures during the process of upgrading or replacing software, databases or components thereof, damage or interruption from fires or other natural disasters, hardware failures, telecommunication failures and user errors, among other malfunctions and other cyber-attacks. Computer malware, viruses, ransomware, hacking, phishing attacks, denial-of-service attacks, and other similar disruptions have become increasingly prevalent and sophisticated, posing an escalating threat to our systems. We and our business partners could be subject to an unintentional event that involves a third-party gaining unauthorized access to our systems, which could disrupt our operations, corrupt our data or result in release of confidential information. Any attempts by cyber attackers to disrupt our or our business partners’ services or systems, if successful, could harm our business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy, subject us to substantial fines, penalties, damages and other liabilities under applicable laws and regulations, lead to a loss of protection of our intellectual property or trade secrets and damage our reputation. Even with security measures in place, our facilities and systems, as well as those of our third-party service providers, remain vulnerable to security breaches, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism, or other events that could compromise the integrity and security of our systems. Theft of our intellectual property or proprietary business information could require substantial expenditures to remedy and even then, may not be able to be remedied in full. We may have been and going forward will continue to be the target of events of this nature as cybersecurity threats have been rapidly evolving in sophistication and becoming more prevalent in the industry. Third parties upon whom we rely or with whom we have business relationships, including our customers, collaborators, suppliers, and others are subject to similar risks that could potentially have an adverse effect on our business. In the event we or our business partners experience significant disruptions, we may, despite having developed emergency plans for security incidents, be unable to repair such systems in an efficient and timely manner. Accordingly, such events may disrupt or reduce the efficiency of our entire operation and harm our business, results of operations, financial condition and prospects. There are a variety of factors ranging from human error to data corruption that could materially impact the efficacy of our disaster recovery processes, potentially prolonging system downtime and limiting our ability to resume normal business operations. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. Our information systems require an ongoing commitment of significant resources to maintain, protect and enhance. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and we may not be able to cause the implementation or enforcement of such preventions with respect to our third-party vendors. Moreover, as global data privacy and security regulations continue to evolve, we may incur significant costs to comply with new and existing laws, and we may face challenges in ensuring compliance by our third-party service providers. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm our reputation, brand and ability to attract customers. If our services are unavailable due to information system errors when our customers and end users attempt to access them, they may seek other services, which could reduce demand for our service and offerings. Processes and procedures designed to enable quick recovery from a disaster or catastrophe and continued business operations and with tested capability under controlled circumstances, are in place. However, it may be difficult or impossible to fully restore operations in the wake of certain cyber-attacks or other major disruptions, especially during peak periods, leading to prolonged service unavailability and further reputational damage. Any such events could adversely affect our business, results of operations, financial condition and prospects. RISK FACTORS –4 7– --- page 57 --- A limited number of customers accounted for a substantial portion of our revenue during the Track Record Period, and any decrease or loss of business with any of them and failure to obtain new customers could significantly reduce our revenue and harm our results of operations. In 2023, 2024 and 2025, the aggregate revenue generated from our five largest customers, was RMB42.3 million, RMB493.3 million and RMB4,046.8 million, respectively, representing 72.5%, 37.1% and 45.0% of our revenue, respectively. Sales to our largest customer for the same years were RMB13.4 million, RMB117.7 million and RMB1,209.1 million, representing 22.9%, 8.9% and 13.4% of our revenue, respectively. For details, see “Business — Our Customers.” We cannot guarantee that we will always receive the best treatment in our collaborations with these customers who have substantial negotiating power arising from the large order volumes they place, giving them a stronger position to negotiate commercial terms, including pricing, rebate structure, and delivery schedules. In addition, we aim to drive sales of products with higher profit margin in the long term. Thus, we plan to further expand our overseas sales and service network. However, we cannot guarantee that such growth initiatives, strategies, and operating plans will successfully enhance our business as anticipated. Their execution may require significant investments and may face implementation challenges, potentially leading to delays or cost overruns. If these initiatives fail to meet our estimates, it may adversely affect our profit margin and financial performance. It is likely that we will continue to be dependent upon a limited number of customers for a meaningful portion of our revenues in the foreseeable future and we cannot guarantee that they will not terminate or maintain their business relationship with us. For more information, see “Business — Our Customers.” The loss of one or more major customers or a reduction in purchase from any major customer would reduce our revenues, and adversely affect our business, results of operations, financial condition and prospects. We are subject to various risks relating to third-party payment arrangements. Historically, a limited number of our distributors (individually or collectively, the “Relevant Customer(s)”) settled their payments with our Group through accounts of third-party payors designated by these Relevant Customers at their requests (the “Third-Party Settlement Arrangement(s)”). As confirmed by Frost & Sullivan, it is not uncommon for distributors to use the accounts of their related parties to settle corporate transactions with their suppliers. In 2023, 2024 and 2025, a total number of zero, three and zero Relevant Customers utilized the Third-Party Settlement Arrangements to settle payments with us, respectively. During the same years, the aggregate amount of payments from the designated third-party payors of these Relevant Customers was nil, RMB24.6 million and nil, respectively, representing approximately nil, 1.9% and nil of our total revenue. As of the Latest Practicable Date, all the Third-Party Settlement Arrangements have been terminated. For additional information, see “Business — Risk Management and Internal Control — Third-Party Settlement Arrangements.” We face various risks associated with the Third-Party Settlement Arrangements during the Track Record Period, including (i) possible claims from third-party payors seeking the return of funds as they were not contractually indebted to us, (ii) potential claims from liquidators of such third-party payors, and (iii) potential money laundering risks due to our limited knowledge about the source and purpose of funds used by third-party payors. In case of claims or legal proceedings, whether civil or criminal, demanding payment return or alleging violation of laws, we would need to allocate significant financial and managerial resources for defense. Compliance with court rulings may result in returning payment for products and services sold to customers, which may materially and adversely affect our business, results of operations and financial conditions. RISK FACTORS –4 8– --- page 58 --- We rely on a limited number of suppliers for our production. A significant interruption in the operations of our suppliers could potentially affect our operations and any material misconduct or disputes involving our suppliers could adversely affect our business, results of operations, financial condition and prospects. During the Track Record Period, we primarily procure batteries, semiconductors, and other essential components for our products. In 2023, 2024 and 2025, purchases from our five largest suppliers in aggregate accounted for 41.1%, 43.8% and 37.0% of our total purchases, respectively, and purchases from our largest supplier accounted for 14.3%, 17.9% and 12.2% of our total purchases for the same years, respectively. For details, see “Business Supply Chain Management — Top Five Suppliers.” Certain of our suppliers are subject to various regulations and are required to obtain and maintain various qualifications, government licenses and approvals. If any of these suppliers loses its qualification or eligibility because of its failure to comply with regulatory requirements, we may not be able to find alternative suppliers in a timely manner or at all. As we continue to expand overseas, some of our suppliers may be located outside China or may import certain equipment and materials from manufacturers located outside China and resell to us. As a result, trade or regulatory embargoes imposed by foreign countries or China could also result in delays or shortages that could adversely our business. Moreover, general economic conditions could also adversely affect the financial viability of our suppliers, resulting in their inability to provide materials and services used in our operations. In addition, suppliers may fail to supply products that meet our quality standards. If we are unable to identify alternative materials or suppliers and secure approval for their use in a timely manner, our business, results of operations, financial condition and prospects could be adversely affected. Any change in suppliers could require significant effort or investment in circumstances where the items supplied are integral to product performance or incorporate unique technology, and the loss of any existing supply contract could have an adverse effect on us. We rely on third-party cloud service providers to operate certain aspects of our service. Interruptions, delays in service or inability to increase capacity with our cloud service providers could impair the use of our products and services and subject us to liability, which could adversely affect our business, results of operations, financial condition and prospects. Our IT infrastructure is currently hosted from third-party cloud service providers. Our services are supported by various cloud providers, with our R&D and operational systems hosted on Alibaba Cloud in China, our CRM system hosted on AWS in Germany, our data services operated on AWS in China, and our overseas WMS hosted on AWS in the United States and Australia. Any outage or failure of such cloud service providers could negatively affect our product connectivity and performance. Furthermore, we depend on connectivity from our products to our cloud service providers through cellular service and virtual private networking providers. Any incident affecting the cloud service providers’ or cellular and/or virtual private networking services providers’ infrastructure or operations, whether caused by fire, flood, storm, earthquake, power loss, telecommunications failures, breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters, war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of our products and services. Any damage to, or failure of, our systems, or those of our third-party cloud service providers, could interrupt or hinder the use or functionality of our products and services. Impairment of or interruptions in our products and services may reduce revenue, subject us to claims and litigation, cause end users to cease using our products and services, and adversely affect our ability to attract new end users. Our brand and reputation will also be harmed if end users and potential end users believe our products and services are unreliable. Any such events could adversely affect our business, results of operations, financial condition and prospects. RISK FACTORS –4 9– --- page 59 --- Compliance with the rapidly evolving landscape of global data privacy and security laws may be challenging, and any failure or perceived failure to comply with such laws, or other concerns about our practices or policies with respect to the collection, use, storage, retention, transfer, disclosure, and other processing of personal data, could damage our reputation and deter current and potential users from using our platform and services. The nature of our business inevitably requires that we collect, store, process and use our existing customers’ personal data on a frequent and regular basis. Accordingly, failure to comply with the increasing number of data protection laws in the jurisdictions in which we operate, including, among others, the GDPR, PRC Cybersecurity Law, PRC Personal Information Protection Law, PRC Data Security Law, PRC Cybersecurity Review Measures and PRC Regulation on Network Data Security Management, as well as concerns about our practices with regard to the collection, use, storage, retention, transfer, disclosure, and other processing of personal data, the security of personal data, or other privacy-related matters, such as cybersecurity breaches, misuse of personal data and data sharing without necessary safeguards, including concerns from our end users, distributors, employees, third party service providers and other business partners, even if unfounded, could damage our reputation and operating results. As we seek to expand our business internationally, we are, and may increasingly become, subject to various laws, regulations and standards, as well as contractual obligations, relating to data privacy and security in the jurisdictions in which we operate. The regulatory and legal frameworks regarding data privacy and security issues in many jurisdictions are constantly evolving and developing and can be subject to significant changes from time to time, including in ways that may result in conflicting requirements among various jurisdictions. Interpretation and implementation standards and enforcement practices are similarly in a state of flux and are likely to remain uncertain for the foreseeable future. Moreover, these laws, regulations and standards may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material and adverse impact on our business, financial condition and results of operations. Complying with new laws and regulations could substantially increase the costs or require us to change our business practices in a manner materially adverse to our business. Such new laws and regulations as promulgated from time to time have required or may require us to obtain approvals, make filings, report to regulatory authorities, or complete other regulatory procedures. For details of laws and regulations governing data privacy protection in major jurisdictions that we operate in, see “Regulatory Overview.” To the extent we are found by regulators to be not in compliance with these laws and regulations, we may be subject to fines, regulatory orders to suspend our operations or other regulatory and disciplinary sanctions, and our mobile app may be removed from the app stores. In addition, many statutory requirements, including those in the PRC and in other jurisdictions in which we operate, include obligations for companies to notify individuals of security breaches involving certain personal data, which could result from breaches experienced by us or our external service providers. These laws are not consistent, and compliance in the event of a widespread data breach is difficult and may be costly. In addition, such mandatory disclosures could lead to negative publicity and may cause our current and prospective end users, distributors, third party service providers and other business partners to lose confidence in the effectiveness of our data security measures. Such negative publicity of us or our industry regarding actual or perceived violations of our users’ privacy- related rights, including fines and enforcement actions against us or other similarly placed businesses, also may impair users’ trust in our privacy practices and make them reluctant to give their consent to sharing their data with us. Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to comply with applicable laws, regulations, standards and other obligations relating to data privacy and security, could result in additional cost and liability to us, harm our reputation and brand, damage our relationships with RISK FACTORS –5 0– --- page 60 --- consumers and have a material and adverse impact on our business, financial condition and results of operations. Concerns about the security of personal data also could lead to a decline in general internet usage, which could result in a decrease in demand for our products and services and have a material and adverse effect on our business, financial condition and results of operations. We have adopted various data privacy policies with respect to how we collect, store, process and use user data and information. See “Business — Data Security” for more details. While we strive to comply with our internal data privacy guidelines as well as all applicable data privacy and security laws and regulations, and contractual obligations in respect of personal data. Any failure or perceived failure by us, external service providers or business partners to comply may result in proceedings or actions against us, including fines, penalties or enforcement orders (including orders to cease processing activities) being levied on us by government agencies or proceedings or actions against us by our end users, distributors, employees, third party service providers and other business partners, including class action privacy litigation in certain jurisdictions, and could damage our reputation and discourage current and future users from using our products and services, which could materially and adversely affect our business, financial condition and results of operations. In addition, compliance with applicable laws on data privacy requires substantial expenditure and resources, including to continually evaluate our policies and processes and adapt to new requirements that are or become applicable to us on a jurisdiction-by-jurisdiction basis, which would impose significant burdens and costs on our operations or may require us to alter our business practices. We may not be able to protect our intellectual property rights, and our ability to compete could be harmed if our intellectual property rights are infringed by third parties. We regard our intellectual property and intellectual property rights as an essential asset of our business. Failure to adequately protect such intellectual property rights could result in our competitors offering similar services, potentially resulting in the loss of our competitive advantage and a decrease in our revenue, which would adversely affect our business, results of operations, financial condition and prospects. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property. Any litigation initiated concerning the violation by third parties of our intellectual property rights is likely to be expensive and time-consuming and could lead to the invalidation of, or render unenforceable, our intellectual property, or could otherwise have negative consequences for us. Furthermore, it could result in a court or governmental agency invalidating or rendering unenforceable our patents or other intellectual property rights upon which the suit is based. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we fail to detect unauthorized use of our intellectual property. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay the introduction and implementation of new technologies. Moreover, policing unauthorized use of technologies, trade secrets and intellectual property may be difficult, expensive and time-consuming. If we fail to meaningfully establish, maintain, protect and enforce our intellectual property and proprietary rights, our management’s attention could be distracted and our business, results of operations, financial condition and prospects could be adversely affected. We may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive. From time to time, third party holders of intellectual property rights may assert their rights and urge us to take licenses or may bring suits alleging infringement, misappropriation or other violation of such intellectual property rights. There can be no assurance that we will be able to mitigate the risk of such potential suits or other legal demands by competitors or other third parties. Accordingly, we may consider entering into licensing agreements with respect to such rights, RISK FACTORS –5 1– --- page 61 --- although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase our operating expenses. In addition, if we are determined to have or believe there is a high likelihood that we have infringed upon, misappropriated or otherwise violated a third party’s intellectual property rights, we may be required to cease making, selling or incorporating certain key components or intellectual property into the products or services we offer, to pay substantial damages and royalties, to redesign our products or services, and to establish and maintain alternative branding. In addition, to the extent that our customers and business partners become the subject of any allegation or claim regarding the infringement, misappropriation or other violation of intellectual property rights related to our products or services, we may be required to indemnify such customers and business partners. If we were required to take one or more such actions, our business, results of operations, financial condition and prospects could be adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention. We may be subject to claims that our employees, consultants or advisers have wrongfully used or disclosed alleged trade secrets of their former employers, or claims asserting ownership of what we regard as our own intellectual property. Some of our management, employees, consultants and advisers were previously employed at or engaged by other companies who are our competitors or potential competitors in the ESS industry. Some of these management, employees, consultants and advisers executed proprietary rights, non-disclosure and non-competition agreements in connection with such previous employment. Although we require that our management and employees do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s former employer, or that third parties have an interest in our patents as an inventor or co-inventor. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management. Further, while we maintain general D&O insurance in line with industry standards, we cannot guarantee that we be able to obtain or maintain adequate insurance coverage on acceptable terms, or that such insurance will provide adequate coverage against all potential claims. Our sales and results of operations are subject to seasonal variations. ESS sales in the key markets we operate in exhibit noticeable seasonality for a variety of reasons, including seasonal demand fluctuations, policy influences, holidays, and climate conditions, among others. Accordingly, our product sales are influenced by seasonal trends and we generally record lower sales during the first quarter and higher sales in the fourth quarter. We expect the impact of seasonality on our business to remain in the future. As a result of these seasonal variations, we believe that comparisons of our operational results between different quarters within a single fiscal year or across different fiscal years are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of our future performance. We are exposed to credit risks related to our trade and bills receivables. We face credit risks attributable to our trade and bills receivables due from our customers for goods sold or services performed in the ordinary course of our business. We generally offer payment terms of 30 to 90 days from delivery, except for new customers, whose payment in advance is normally required. Our trade and bills receivables as of December 31, 2023, 2024 and 2025 amounted to RMB20.3 million, RMB357.6 million and RMB3,162.6 million, respectively. In 2023, 2024 and 2025, our average trade and bills receivables turnover days were 63, 51 and 70 days, respectively. The fluctuation and extension of trade and bills receivable turnover may have a RISK FACTORS –5 2– --- page 62 --- material and adverse effect on our cash flow and liquidity position. See “Financial Information — Discussion of Certain Key Items from our Consolidated Statements of Financial Position — Trade and Bills Receivables” for details. We have a credit control department to minimize credit risk and overdue balances for trade and bills receivables are regularly reviewed by our senior management. As there is limited financial or public information on many of our counterparties, we cannot assure you that all of our counterparties are creditworthy and reputable and will not default on us in the future, despite our efforts to conduct credit assessments on them. As a result, we are exposed to risks that our counterparties may fail to fulfill their obligations to us under our contracts. We are subject to risks related to properly and timely obtaining and maintaining the requisite licenses, permits, registrations and filings applicable to our business according to evolving legal requirements. Under the laws and regulations in China and overseas markets, we are required to obtain or complete a number of licenses, approvals, registrations, filings and other permissions for our operation. As of the Latest Practicable Date, we obtained all requisite licenses, approvals and permits from relevant authorities that are material to our operations, and we expect that there is no material legal impediment to the renewal of such licenses, approvals and permits. For details, see “Business — Licenses, Approvals and Permits.” As a fast-growing company that is continuously exploring new approaches to conduct our business and capture growth opportunities, we may become subject to additional license, approval and other requirements as we develop and expand our business scope and engage in different business activities. We may fail to meet such requirements timely or at all, in which case we may be subject to administrative penalties and our ability to expand our business and sustain our growth may be materially affected. In addition, certain licenses, permits or registrations we hold are subject to periodic renewal. If we fail to maintain or renew one or more of our licenses and certificates when their current term expires, or obtain such renewals on a timely manner, our operations could be disrupted. If any of these risks materializes, our business, results of operations, financial condition and prospects may be adversely affected. We rely on the service of certain key members of our executive management team, qualified executive management, research and development, technical, engineering and sales personnel, and other key employees. The loss of any of them may adversely affect our business, results of operations, financial condition and prospects. Our continued success is and will continue to depend to a significant extent on the efforts and abilities of us to retain the key members of our executive management team, and to make sure each of them is and will continue to be actively engaged in our management and determines our strategic direction. The departure of any of the key individuals from or their reduced attention to us could have a material adverse effect on our business, results of operations, financial condition and prospects. We are and will continue to be dependent upon the services of members of our executive management team. Our future performance will also depend on their continued services and continuing contributions to formulate and execute our business plan and to identify and pursue new opportunities and service innovations. The loss of services of any of these individuals, or the ineffective management of any leadership transitions, could significantly delay or prevent the achievement of our development and strategic objectives, which could adversely affect our business, results of operations, financial condition and prospects. Our success also depends, in part, on the continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel. Competition for employees can be intense and the ability to attract, hire and retain them will depend on our ability to provide competitive compensation. We may not be able to attract, assimilate, develop or retain qualified personnel in the future. The inability to recruit and retain qualified personnel in the future could have an adverse effect on our business, results of operations, financial condition and prospects. RISK FACTORS –5 3– --- page 63 --- We may be unable to detect, deter and prevent all instances of fraud or other illegal actions and misconducts committed by our employees, outsourced labor, suppliers, distributors or other third parties. We may be exposed to fraud, bribery or other misconduct committed by our employees, outsourced labor, suppliers, distributors or any other third parties that could subject us to financial losses, liabilities and sanctions imposed by governmental authorities, which may adversely affect our reputation. During the Track Record Period and up to the Latest Practicable Date, we were not aware of any instances of fraud, bribery, and other misconduct involving employees, outsourced labor, suppliers, distributors and other third parties that had a material and adverse impact on our business, results of operations, financial condition and prospects. However, we cannot assure you that there will not be any such instances in the future and we may be unable to prevent, detect or deter all such instances of misconduct. Any such misconduct committed against our interests, which may include undetected past acts or future acts, may have a material and adverse effect on our business, results of operations, financial condition and prospects. We are subject to risks relating to litigation and disputes, which could adversely affect our business, results of operations, financial condition and prospects. We may be subject to claims, litigation and disputes and various legal and administrative proceedings, and, as a result, penalties and new claims may arise in the future. In addition, agreements we entered into sometimes include indemnification provisions which may subject us to costs and damages in the event of a claim against an indemnified third party. Regardless of the merit of particular claims, legal and administrative proceedings, such as litigations, injunctions and governmental investigations, may be expensive, time consuming or disruptive to our operations and distracting to management. Our Directors have confirmed that, during the Track Record Period and up to the Latest Practicable Date, there were no legal or administrative proceedings pending or threatened against us or any of our Directors that could, individually or in the aggregate, have a material effect on our business, financial condition or results of operations. However, new legal or administrative proceedings and claims may arise in the future and the current legal or administrative proceedings and claims we face are subject to inherent uncertainties. If one or more legal or administrative matters were resolved against us or an indemnified third party for amounts in excess of our management’s expectations, our business, results of operations, financial condition and prospects could be materially and adversely affected. Further, such an outcome could result in significant compensatory or punitive monetary damages, disgorgement of revenue or profits, remedial corporate measures, injunctive relief or specific performance against us that could materially and adversely affect our business, results of operations, financial condition and prospects. For further details regarding our legal proceedings and compliance matters, see “Business — Legal Proceedings and Compliance.” We face exposure to foreign currency exchange rate fluctuations, and such fluctuations could adversely affect our business, operating results and financial condition and your investment. As we continue to expand our international operations, we will become increasingly exposed to the effects of fluctuations in currency exchange rates. During the Track Record Period, substantially all of our revenue was denominated in U.S. dollars, euros and Australian dollars, while our expenditures were primarily denominated in Renminbi. Because we conduct business in currencies other than Renminbi but report our operating results in Renminbi, we also face translation exposure to fluctuations in currency exchange rates, which could hinder our ability to predict our future results and earnings and could impact our operating results. In 2023, 2024 and 2025, we recorded net foreign exchange gains of RMB1.5 million, losses of RMB22.5 million and gains of RMB115.0 million, respectively. RISK FACTORS –5 4– --- page 64 --- During the Track Record Period, we have maintained certain hedging policies, such as leveraging certain derivative instruments, in an effort to reduce our exposure to foreign exchange risks, and we may maintain, or further enhance, our hedging policies in the future. Our derivative financial instruments mainly include forward currency contracts and foreign currency options. As of December 31, 2023, 2024 and 2025, our derivative financial liabilities amounted to nil, RMB0.1 million and RMB2 thousand, respectively, while our derivative financial assets amounted to nil, RMB53 thousand and RMB10.2 million, respectively. However, the availability and effectiveness of these hedging measures may be limited, and we may not be able to adequately cover our exposure or at all. In addition, as the net proceeds from the Global Offering will be in Hong Kong dollars, fluctuations in the exchange rate between the Renminbi and the Hong Kong dollar will affect the relative purchasing power in Renminbi in terms of the proceeds from the Global Offering. Fluctuations in the exchange rate may also cause us to incur foreign exchange losses and affect the relative value of any dividend issued by our PRC subsidiaries. In addition, appreciation or depreciation in the value of the Renminbi relative to the Hong Kong dollar or U.S. dollar would affect our financial results in Hong Kong dollar or U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Movements in Renminbi exchange rates are affected by, among other things, changes in political and economic conditions and China’s foreign exchange regime and policy. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against other currencies in the future. It is difficult to predict how market forces or relevant government policies may impact the exchange rate between the Renminbi and other currencies in the future. Some of the lease agreements of our leased properties have not been registered with the relevant PRC government authorities as required by PRC law, which may expose us to potential fines. Under PRC law, all lease agreements are required to be registered with the local land and real estate administration bureau. However, the enforcement of this legal requirement varies depending on the local regulations and practices. Although failure to do so does not in itself invalidate the leases, the lessees may not be able to defend these leases against bona fide third parties and may also be exposed to potential fines if they fail to rectify such non-compliance within the prescribed time frame after receiving notice from the relevant PRC government authorities. The penalty ranges from RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant authority. As of the Latest Practicable Date, the lease agreements for some of our leased properties in China, including leased properties for our offices and production facilities, have not been registered with the relevant PRC government authorities. In the event that any fine is imposed on us for our failure to register our lease agreements, we may not be able to recover such losses from the lessors. For details, see “Business — Properties — Lease Registration.” Non-compliance with labor-related laws and regulations of the PRC may have an adverse impact on our financial condition and results of operation. We have been subject to stricter regulatory requirements in terms of entering into labor contracts with our employees and paying various statutory employee benefits, including basic pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Law, or the Labor Contract Law, that became effective in January 2008 and was amended in December 2012, and its implementing rules that became effective in September 2008, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. If we are subject to severe penalties or incur significant legal fees in connection with labor-related laws and regulations, our business, financial condition and results of operations may be adversely affected. RISK FACTORS –5 5– --- page 65 --- In addition, we engage dispatched workers from third-party employment agencies to meet the needs of our business operations. Pursuant to the Labor Contract Law and its amendments, dispatched workers may only be engaged for temporary, ancillary or substitute positions. We cannot assure you that the relevant governmental authorities will determine that our dispatched workers are engaged for temporary, ancillary or substitute positions. The Interim Provisions on Labor Dispatch, which became effective on March 1, 2014, further provides that the number of dispatched workers an employer may use must not exceed 10% of its total labor force. Specifically, in the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules may limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations. Additionally, we could be required to provide additional compensation to our employees and our business, financial condition and results of operations could be materially and adversely affected. Pursuant to the PRC laws and regulations, we are required to participate in the employee social welfare plan administered by local governments. Such plan consists of pension insurance, medical insurance, work-related injury insurance, maternity insurance, unemployment insurance and housing provident fund. The amount we are required to contribute for each of our employees under such plan should be calculated based on the employee’s actual salary level of the previous year, and be subject to a minimum and maximum level as from time to time prescribed by local authorities. During the Track Record Period, we used third-party human resources agencies to pay social insurance and housing fund for a few employees, and we also had an immaterial shortfall in social insurance and housing provident fund contributions for some of our employees that were not based on the actual salary levels. As a result, we may be required by competent authorities to pay the outstanding amount, and could be subject to late payment penalties or enforcement application made to the court. We may be adversely affected by any negative publicity concerning us and our business, shareholders, affiliates, directors, officers, other employees, business partners, other third parties as well as the industry in which we operate, regardless of its accuracy, that could harm our reputation and in turn adversely affect our business, results of operations, financial condition and prospects. Maintaining and enhancing our reputation and brand recognition is crucial to our relationships with customers, distributors, installers, ESS industry participants, and end users. Any loss of trust in our products and services could diminish our brand value, impacting revenue and profitability. Our position as a trusted ESS solutions provider relies on product quality, end-user satisfaction, and effective marketing and brand promotion. Negative perceptions or publicity about us and our business, shareholders, affiliates, directors, officers, employees, business partners, other third parties as well as the industry in which we operate, even if factually incorrect or based on isolated incidents, could erode trust and confidence and damage our reputation among existing and potential customers. In turn, this could decrease the demand for our products, increase regulatory scrutiny and detrimentally effect our business. In addition to traditional media, there has been an increasing use of social media platforms and similar devices globally, including instant messaging applications, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. Negative publicity concerning these parties could be related to a wide variety of matters, including, but are not limited to (i) alleged misconduct or other improper activities committed by our directors, officers, and employees, as well as our business partners; (ii) false or malicious allegations or rumors about us or our directors, shareholders, affiliates, officers and employees; (iii) complaints by our customers about our products; (iv) security breaches of private customer or transaction data; (v) employment-related claims relating to alleged employment discrimination, wage and hour violations; and (vi) governmental and regulatory investigations or penalties resulting from our failure to comply with applicable laws and regulations. RISK FACTORS –5 6– --- page 66 --- The availability of information on instant messaging applications and social media platforms is virtually immediate, as is its impact, without affording us an opportunity for redress or correction. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning our Company, shareholders, directors, officers and employees may be posted on such platforms at any time. The risks associated with any such negative publicity or incorrect information cannot be completely eliminated or mitigated and may materially harm our reputation, business, financial condition and results of operations. Furthermore, our brand name and our business may be harmed by aggressive marketing and communication strategies by competitors and third parties. We may be subject to government or regulatory investigation or third-party claims as a result and we may be required to spend significant time and incur substantial costs to react to and address these consequences. There is no assurance that we will be able to effectively refute each of the allegations within a reasonable period of time, or at all. Additionally, public allegations, directly or indirectly, against us or our business partners, may be posted online by anyone on an anonymous basis. Social media platforms may not necessarily filter or check the accuracy of information before publishing them and we are often afforded little or no time to respond. As a result, our reputation may be adversely affected and our ability to attract and retain customers and maintain our market share and our financial conditions may suffer. Share-based payments may lead to shareholding dilution for our existing Shareholders and adversely affect our financial performance. We have adopted an employee incentive scheme for the benefit of eligible participants, who have made contribution to the development of the Group. See “Appendix IV — Statutory and General Information — 5. Pre-IPO Employee Incentive Scheme.” In 2023, 2024 and 2025, we incurred share-based payment expenses of RMB124.0 million, RMB59.7 million and RMB290.2 million, respectively. To further incentivize our employees, we may pay additional share-based payment in the future. Issuance of Shares with respect to such share-based payment may dilute the shareholding percentage of our existing Shareholders. Such share-based payments may also increase our expenses and therefore have a material and adverse effect on our financial performance. Any occurrence of a natural disaster, widespread health epidemic or other outbreaks beyond our control could have an adverse effect on our business, results of operations, financial condition and prospect. Our business could be adversely affected by natural disasters, such as snowstorms, earthquakes, fires or floods, the outbreak of a widespread health epidemic, or other events, such as wars, acts of terrorism, environmental accidents, power shortage or communication interruptions. The outbreak of any severe epidemic disease, such as avian flu, H1N1 flu, SARS or, most recently, COVID-19, may impact our business operations, which could negatively affect our supply chain management, and our business, results of operations, financial condition and prospects. RISKS RELATING TO DOING BUSINESS IN THE GEOGRAPHIC MARKETS IN WHICH WE OPERATE We may be subject to the approval, filing or other requirements of the CSRC or other PRC governmental authorities in connection with future capital raising activities. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises ( ྤʫΆุྤ̮೯БᗇՎձɪ̹၍ଣ༊Б ‘) (the “T rial Administrative Measures ”) and five supporting guidelines, which has become effective on March 31, 2023. The Trial Administrative Measures, require, among others, that PRC domestic enterprises that seek to offer and list securities in overseas markets, either directly or RISK FACTORS –5 7– --- page 67 --- indirectly, to file the required documents with the CSRC within three business days after its application for overseas listing is submitted. See “Regulatory Overview — Regulations Related to Overseas Securities Offering and Listing by Domestic Enterprises” for details. On February 24, 2023, the CSRC, the MOF, the National Administration of State Secrets Protection of China, and the National Archives Administration of China published the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (၍ଣʈ ‘) (the “ Archives Rules ”), which came into effect on March 31, 2023. The Archives Rules require that, in relation to the overseas securities offering and listing activities of domestic enterprises, either in direct or indirect form, such domestic enterprises, as well as securities companies and securities service institutions providing relevant securities services, are required to strictly comply with relevant requirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary measures to implement their confidentiality and archives management responsibilities. Failure to comply with which may materially affect our business, results of operations or financial conditions. Any new rules or regulations promulgated in the future will not impose additional requirements or restrictions on us or our financing activities. If it is determined in the future that approval from or filing with the CSRC or other regulatory authorities or other procedures are required, we may fail to obtain such approval, perform such filing procedures or meet such other requirements in a timely manner or at all. We may face sanctions by the CSRC or other PRC regulatory authorities for failure to seek CSRC approval or other government authorization, or perform filing procedures, for our future financing activities, and these regulatory authorities may impose fines and penalties on us, limit our operating activities in the PRC, limit our ability to pay dividends outside the PRC, delay or restrict the repatriation of the proceeds from such future financing activities into the PRC or take other actions to restrict our financing activities, which could have a material and adverse effect on our financial conditions and business prospects. Changes in the political and economic policies of the geographic markets in which we operate may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies. We are headquartered in Shanghai, China and currently all of our manufacturing operations are conducted in China, while our sales and other business operations are conducted in a number of geographic markets across Europe, Africa, America, and the APAC region. Accordingly, our business, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in these markets. The economies in emerging markets generally differ from developed markets in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange, government policy on public order and allocation of resources. In some of these markets, governments continue to play a significant role in regulating industry development by imposing industrial policies. Some local governments also exercise significant control over the economic growth and public order in their respective jurisdictions through allocating resources, controlling payment of foreign currency- denominated obligations, setting monetary policies, and providing preferential treatment to particular industries or companies. Governmental actions to control inflation and other policies and regulations have often involved, among other measures, price controls, currency devaluations, capital controls and limits on imports. Growth of the economy in each of our geographic markets has been uneven, both geographically and among various sectors of the economy. An economic downturn, whether actual or perceived, a further decrease in economic growth rates or an otherwise uncertain economic outlook in our geographic markets or any other market in which we may operate could have a material adverse effect on our business, financial condition and results of operations. Some of these markets have experienced, and may in the future experience, political instability, including strikes, RISK FACTORS –5 8– --- page 68 --- demonstrations, protests, marches or other types of civil disorder. These instabilities and any adverse changes in the political environment could increase our costs, increase our exposure to legal and business risks, disrupt our operations or affect our ability to expand our user base. Investors may experience difficulties in effecting service of legal process and enforcing judgments against us and our Directors, Supervisors and management. We are a company incorporated under the laws of the PRC and the majority of our assets and subsidiaries are located in the PRC. Most of our Directors, Supervisors and senior management reside within the PRC. The assets of these Directors, Supervisors and senior management are also mostly located within the PRC. As a result, it may be difficult and time-consuming to effect service of process upon most of our Directors, Supervisors and senior management outside the PRC. In addition, investors may also experience difficulties in enforcing judgements due to lack of reciprocal recognition and enforcement of judicial rulings and awards of other jurisdictions. 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. The Listing Rules and the Hong Kong Takeovers Code do not have the force of law in Hong Kong. We are subject to the currency exchange regulatory system. The conversion of Renminbi is subject to applicable laws and regulations in the PRC. It cannot be guaranteed that under a certain exchange rate, we will have sufficient foreign exchange to meet our foreign exchange requirements. Under the current PRC foreign exchange regulatory system, foreign exchange transactions under the current account conducted by us, including the payment of dividends, do not require advance approval from the SAFE, but we are required to present documentary evidence of such transactions and conduct such transactions at designated foreign exchange banks within China that have the licenses to carry out foreign exchange business. Under existing foreign exchange regulations, following the completion of the Global Offering, we will be able to pay dividends in foreign currencies without prior approval from the SAFE by complying with certain procedural requirements. However, there is no assurance that these foreign exchange policies regarding payment of dividends in foreign currencies will continue in the future. In addition, any insufficiency of foreign exchange may restrict our ability to pay dividend to shareholders or to satisfy any other foreign exchange requirements, capitalize our capital expenditure plans, and even our results of operations, financial performance and business prospects may be affected. Our operations are subject to PRC tax laws and regulations. We are subject to periodic examinations on fulfillment of our tax obligation under the PRC tax laws and regulations by PRC tax authorities. The PRC tax laws and regulations might be subject to interpretations and adjustments by relevant authorities when necessary. Future examinations by PRC tax authorities may result in fines, other penalties or actions that could materially and adversely affect our results of operations, financial performance and business prospects. We are a PRC enterprise and we are subject to PRC tax on our global income, and any gains on the sales of our H Shares by investors and dividends paid to investors on our H Shares may be subject to PRC tax. Under the current PRC tax laws and regulations, non-PRC resident individuals and non-PRC resident enterprises are subject to different tax obligations with respect to the dividends paid to them by us and the gains realized upon the sale or other disposition of our H Shares. RISK FACTORS –5 9– --- page 69 --- Non-PRC resident individuals are required to pay PRC individual income tax at a 20% rate for the income derived in China under the IIT Law and its implementation guidelines. Accordingly, we are required to withhold such tax from dividend payments, unless applicable tax treaties between China and the jurisdiction in which the foreign individual resides reduce or provide an exemption for the relevant tax obligations. However, pursuant to the Circular on Certain Policy Questions Concerning Individual Income Tax (ஷ ‘) (Cai Shui Zi [1994] No. 020) issued by the MOF and SAT on May 13, 1994, the income gained by individual foreigners from dividends and bonuses of enterprises with foreign investment are exempted from individual income tax for the time being. In addition, under the IIT Law and its implementation regulations, non-PRC resident individual holders of H Shares are subject to individual income tax at a rate of 20% on gains realized upon the sale or other disposition of H Shares. However, pursuant to the Circular of Declaring that Individual Income Tax Continues to be Exempted over Income of Individuals from the Transfer of Shares (੻ᘱᚃ ‘) (Cai Shui Zi [1998] No. 61) issued by the MOF and the SAT on March 30, 1998, from January 1, 1997, the income of individuals from the transfer of the shares of listed enterprises continues to be exempted from individual income tax. As of the Latest Practicable Date, no aforesaid provisions have expressly provided that individual income tax shall be levied on non-PRC resident individual holders on the transfer of shares in PRC resident enterprises listed on overseas stock exchanges, and to our knowledge, no such individual income tax was levied by PRC tax authorities in practice. However, 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 individual holders on gains from the sale of our H Shares. For non-PRC resident enterprises that do not have establishments or premises in China, and for those that have establishments or premises in China but whose income is not related to such establishments or premises, under the EIT Law and its implementation regulations, dividends paid by us and gains realized by such foreign enterprises upon the sale or other disposition of our H Shares are subject to PRC EIT at a 10% rate. In accordance with the Circular on Issues Relating to Withholding of Enterprise Income Tax by PRC Resident Enterprises on Dividends Paid to Overseas Non-PRC Resident Enterprise Shareholders of H Shares (͏ΆุΣྤ̮H͏Ά ‘) (Guo Shui Han [2008] No. 897) issued by SAT on November 6, 2008, the withholding tax rate for dividends payable to non-PRC resident enterprise holders of H Shares will be 10% and we intend to withhold tax at a rate of 10% from dividends paid to non-PRC resident enterprise holders of our H Shares (including HKSCC Nominees). Non-PRC resident enterprises that are entitled to be taxed at a reduced rate under an applicable income tax treaty or arrangement will be required to apply to the PRC tax authorities for a refund of any amount withheld in excess of the applicable treaty rate, and payment of such refund will be subject to the PRC tax authorities’ approval. Despite the arrangements mentioned above, the interpretation and application of existing applicable PRC tax laws and regulations by the competent tax authorities will be in accordance with the then effective laws and regulations and may change, and new taxes may be imposed, which in either case may adversely affect the value of your investment in our H Shares. RISKS RELATING TO THE GLOBAL OFFERING There has been no prior public market for our H Shares and the liquidity and market price of our H Shares may be volatile. Prior to the completion of the Global Offering, there has been no public market for our H Shares. There can be no guarantee that an active trading market for our H Shares will develop or be sustained after the completion of the Global Offering. The Offer Price is the result of negotiations between our Company and the Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters), which may not be indicative of the price at which our H Shares will be traded following the completion of the Global Offering. The market price of our H Shares may drop below the Offer Price at any time after completion of the Global Offering. RISK FACTORS –6 0– --- page 70 --- The trading price of our H Shares 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. In particular, the performance and fluctuation of the market prices of other companies with business operations located mainly in Chinese Mainland that have listed their securities in Hong Kong may affect the volatility in the price of and trading volumes for our H Shares. A number of Chinese Mainland-based companies have listed their securities, and some are in the process of preparing for listing their securities, in Hong Kong. The share price of 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 Chinese Mainland-based companies listed in Hong Kong and consequently may impact the trading performance of our H Shares. Pursuant to the applicable PRC law, within one year following the Listing Date, all existing Shareholders (including the Pre-IPO Investors) could not dispose of any of the Shares held by them. Due to such lock-up requirement, the liquidity and trading volume of the H Shares in the short term following the Global Offering may be significantly affected. 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, the issuance of new shares or other securities, or the perception that such sales or issuances may occur. Future sales, or perceived sales, of substantial amounts of our securities, including any future offerings, could also materially and adversely affect our ability to raise capital at a specific time and on terms favorable to us. In addition, our Shareholders may experience dilution in their holdings if we issue more securities in the future. New shares or shares-linked securities issued by us may also confer rights and privileges that take priority over those conferred by the H Shares. 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. To expand our business, we may consider offering and issuing additional shares in the future. Purchasers of the Offer Shares may experience dilution in the net tangible asset value per Share of their Shares if we issue additional shares in the future at a price that is lower than the net tangible asset value per Share at that time. Our Controlling Shareholders have significant influence over us and their interests may not always be aligned with the interest of our other Shareholders. Immediately upon the completion of the Global Offering, without taking into account any Shares which may be issued pursuant to the exercise of the Over-allotment Option, our Controlling Shareholders, will control 46.58% of our total issued Shares. Our Controlling Shareholders will, through their voting power at the Shareholders’ meetings and their delegates or positions on the Board, have significant influence over our business and affairs, including decisions in respect of mergers or other business combinations, acquisition or disposition of assets, issuance of additional Shares or other equity securities, timing and amount of dividend payments, and our management. Our Controlling Shareholders may not act in the best interests of our minority Shareholders. In addition, without the approval of our Controlling Shareholders, we could be prevented from entering into transactions that could be beneficial to us. This concentration of ownership may also discourage, delay or prevent a change in control of our Company, which could deprive our Shareholders of an opportunity to receive a premium for the Shares as a part of a sale of our Company and may significantly reduce the price of our H Shares. RISK FACTORS –6 1– --- page 71 --- There can be no assurance that we will declare and distribute any amount of dividends in the future. Under PRC law, dividends may be paid only out of distributable profit, for which the PRC laws do not specify the applicable accounting principles. Distributable profit is our profit as determined under PRC GAAP or IFRS Accounting Standards, whichever is lower, less any recovery of accumulated losses and appropriations to statutory and other reserves that we are required to make. Any distributable profits that are not distributed in a given year are retained and become available for distribution in subsequent years. The calculation of our distributable profits under PRC GAAP differs in certain respects from the calculation under IFRS Accounting Standards. As a result, our Company and our PRC operating subsidiaries may not be able to pay a dividend in a given year if our Company or our PRC operating subsidiaries do not have distributable profits as determined under PRC GAAP even if they have profits as determined under IFRS Accounting Standards, or vice versa. There can be no assurance that future dividends will be declared or paid. The declaration, payment and amount of any future dividends are subject to the discretion of our Directors, after taking into account our results of operations, financial condition, cash requirements and availability and other factors as they may deem relevant, and subject to the approval at a Shareholders’ meeting. We may not have sufficient or any profits to enable us to make dividend distributions to our Shareholders in the future, even if our financial statements indicate that our operations have been profitable. Certain statistics contained in this Prospectus are derived from publicly available official sources. This Prospectus, particularly the section headed “Industry Overview”, contains information and statistics relating to the ESS market in China and internationally. Such information and statistics have been derived from various official governments and other publications and from a third-party report commissioned by us. The information from official government sources has not been independently verified by us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, any of the Underwriters, any of our or their respective directors, officers or representatives or any other parties involved in the Global Offering and no representation is given as to their accuracy. In addition, we cannot assure you that such information is stated or compiled on the same basis or with the same degree of accuracy as or consistent with similar statistics presented elsewhere, and such information may not be complete or up-to-date. In any event, you should consider carefully the importance placed on such information or statistics. Y ou should read the entire Prospectus carefully and should not rely on any information contained in press articles or other media regarding us and the Global Offering. We strongly caution you not to rely on any information contained in press articles or other media regarding us and the Global Offering. Prior to the publication of this Prospectus, there has been press and media coverage regarding us, our business, our industry and the Global Offering. There may be additional press and media coverage regarding us, our business, our industry and the Global Offering subsequent to the date of this Prospectus but prior to the completion of the Global Offering. Such press and media coverage may include references to certain information that does not appear in this Prospectus, including certain operating and financial information and projections, valuations and other information. None of us or any other person involved in the Global Offering has authorized the disclosure of any such information in the press or media coverage and none of us accepts any responsibility for any such press or media coverage or the accuracy or completeness of any such information or publication. We make no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication. To the extent that any such information is inconsistent or conflicts with the information contained in this Prospectus, we disclaim responsibility for it, and you should not rely on such information. RISK FACTORS –6 2– --- page 72 --- DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS This Prospectus, for which our Directors (including any proposed Director who is named as such in this Prospectus) collectively and individually accept full responsibility, includes particulars given in compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules and the Listing Rules 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 in this Prospectus misleading. UNDERWRITING AND INFORMATION ON THE GLOBAL OFFERING This Prospectus is published solely in connection with the Hong Kong Public Offering, which forms part of the Global Offering. The Global Offering comprises the Hong Kong Public Offering of initially 1,357,400 Offer Shares and the International Offering of initially 12,216,500 Offer Shares (taking into account the Share Subdivision, and subject to, in each case, reallocation on the basis referred to under the section headed “Structure of the Global Offering” in this Prospectus and, in case of the International Offering, to any exercise of the Over-allotment Option). 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 pursuant to the Hong Kong Underwriting Agreement. The International Offering is expected to be fully underwritten by the International Underwriters pursuant to the terms of the International Underwriting Agreement which is expected to be entered into on or around April 14, 2026. Further information regarding the Underwriters and the Underwriting Agreements are set out in the section headed “Underwriting” in this Prospectus. The Hong Kong Offer Shares are offered solely on the basis of the information contained and representations made in this Prospectus and on the terms and subject to the conditions set out herein and therein. No person is authorized to give any information in connection with the Global Offering or to make any representation not contained in this Prospectus and any information or representation not contained herein and therein must not be relied upon as having been authorized by the Company, the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, any of their respective directors, officers, employees, partners, agents, or advisers, agents or representatives, or any other party involved in the Global Offering. Neither the delivery of this Prospectus nor any subscription or acquisition made under it shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in our affairs since the date of this Prospectus or imply that the information contained in this Prospectus is correct as of any date subsequent to the date of this Prospectus. CSRC FILING On March 9, 2026, the CSRC has issued a notification on our Company’s completion of the PRC filing procedures for the listing of our H Shares on the Stock Exchange and the Global Offering. As advised by our PRC Legal Adviser, our Company has completed all necessary filings with the CSRC in the PRC in relation to the Global Offering and the Listing. INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING –6 3– --- page 73 --- CONVERSION OF UNLISTED SHARES INTO H SHARES The Company has applied for conversion of 126,158,441 Unlisted Shares (taking into account the Share Subdivision) held by the existing Shareholders into H Shares. The relevant filing and registration procedures in relation to the conversion of the Unlisted Shares into H Shares have been completed on March 9, 2026. See the sections headed “History, Development and Corporate Structure” and “Share Capital” for details of the Shareholders and their interests in the Company and the relevant procedures for conversion of Unlisted Shares into H Shares. 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 the Hong Kong Offer Shares to, confirm that he/she is aware of the restrictions on offers and sales of the Shares described in this Prospectus. No action has been taken to permit a public offering of the 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. Accordingly, without limitation to the following, this Prospectus may not be used for the purpose of, and does not constitute, an offer or invitation in any jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer or invitation. The distribution of this Prospectus and the offering and sales of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom. In particular, the Hong Kong Offer Shares have not been publicly offered or sold, directly or indirectly, in the PRC or the United States. APPLICATION FOR LISTING OF THE H SHARES 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 to be issued by us pursuant to the Global Offering (including any Shares which may be issued pursuant to the exercise of the Over-allotment Option) and the Conversion of Unlisted Shares into H Shares. Dealings in the H Shares on the Stock Exchange are expected to commence on Thursday, April 16, 2026. No part of our share capital was listed on or dealt in on any other stock exchange and no such listing or permission to list was being or proposed to be sought on the Stock Exchange or any other stock exchange as of the date of this Prospectus. All the Offer Shares will be registered on our H Share register of members in order to enable them to be traded on the Stock Exchange. Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any allotment made in respect of any application will be invalid if the listing of, and permission to deal in, our H Shares on the Stock Exchange is refused before the expiration of three weeks from the date of the closing of the application lists, or such longer period (not exceeding six weeks) as may, within the said three weeks, be notified to the Company by or on behalf of the Stock Exchange. OVER-ALLOTMENT OPTION AND STABILIZATION Details of the arrangements relating to the Over-allotment Option and stabilization are set out under the sections headed “Underwriting” and “Structure of the Global Offering” in this Prospectus. INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING –6 4– --- page 74 --- H SHARE REGISTER OF MEMBERS AND HONG KONG STAMP DUTY All of the H Shares issued pursuant to applications made in the Hong Kong Public Offering will be registered on our H Share register of members to be maintained in Hong Kong by our H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Our principal register of members will be maintained by us at our head office in the PRC. Dealings in the H Shares registered in our H Share register of members will be subject to Hong Kong stamp duty. Hong Kong stamp duty is charged to each of the seller and purchaser at the ad valorem rate of 0.1% on the higher of the consideration for or the market value of the H Shares transferred. In other words, a total of 0.2% will be payable on a typical sale and purchase transaction of the H Shares. In addition, a fixed stamp duty of HK$5.00 is currently payable on each instrument of transfer of H Shares. Investors should seek professional tax advice for further details of Hong Kong stamp duty. Unless otherwise determined by our Board, dividends will be paid to Shareholders whose names are listed on our H Share register of members in Hong Kong, by ordinary post, at the Shareholders’ risk in Hong Kong dollars to the registered address of each Shareholder. PROFESSIONAL TAX ADVICE RECOMMENDED Potential investors in the Global Offering are recommended to consult their professional advisers as to the taxation implications of subscribing for, purchasing, holding or disposal of, and/or dealing in the Offer Shares or exercising rights attached to them. None of us, the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, any of their respective directors, officers, employees, partners, agents, advisers or representatives or any other person or party involved in the Global Offering accepts responsibility for any tax effects on, or liabilities of, any person resulting from the subscription, purchasing, holding, disposition of, or dealing in, the Offer Shares or exercising any rights attached to them. H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS Subject to the granting of the listing of, and permission to deal in, the Offer Shares on the 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 Stock Exchange or any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made for the H Shares to be admitted into CCASS. Investors should seek the advice of their stockbrokers or other professional advisers for details of the settlement arrangements and how such arrangements will affect your rights and interests as such arrangements may affect their rights and interests. PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES The procedures for applying for Hong Kong Offer Shares are set out in the section headed “How to Apply for the Hong Kong Offer Shares.” INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING –6 5– --- page 75 --- Persons applying for or purchasing H Shares under the Global Offering are deemed, by their making an application or purchase, to have represented that they are not close associates (as defined under the Listing Rules) of any of the Directors, Supervisors or any existing Shareholders of our Company or a nominee of any of the foregoing. STRUCTURE OF THE GLOBAL OFFERING Details of the structure of the Global Offering, including its conditions and the arrangements relating to the Over-allotment Option and stabilization, are set out in the sections headed “Structure of the Global Offering” and “Underwriting” in this Prospectus. EXCHANGE RATE CONVERSION Solely for your convenience, this Prospectus contains translations among certain amounts denominated in RMB, Hong Kong dollars and USD. No representation is made that the amounts denominated in one currency could actually be converted into the amounts denominated in another currency at the rates indicated or at all. Unless indicated otherwise, (i) the translations between RMB and USD were made at the rate of RMB6.9223 to US$1.00, being the PBOC rate prevailing on March 30, 2026, (ii) the translations between Hong Kong dollars and RMB were made at the rate of RMB0.8838 to HK$1.00, being the PBOC rate prevailing on March 30, 2026; and (iii) the translations between US dollars and Hong Kong dollars were made at the rate of HK$7.8321 to US$1.00. Any discrepancies in any table between totals and sums of amounts listed therein are due to rounding. LANGUAGE If there is any inconsistency between this Prospectus and the Chinese translation of this Prospectus, this Prospectus shall prevail. However, the English names of the PRC nationals, entities, departments, facilities, certificates, titles, laws, regulations and the like are translations of their Chinese names and are included for identification purposes only. If there is any inconsistency, the Chinese name prevails. ROUNDING Certain amounts and percentage figures included in this Prospectus have been subject to rounding adjustments or have been rounded to one or two decimal places. Any discrepancies in any table, chart or elsewhere between totals and sums of amounts listed therein are due to rounding. MARKET SHARE DATA CONVENTION The statistical and market share information contained in this Prospectus has been derived from official government publications and other sources, including information or data provided by Forest & Sullivan. Unless otherwise indicated, the information has not been verified by us independently. This statistical information may not be consistent with other statistical information from other sources within or outside the PRC. While reasonable caution has been made in the process of reproducing the data and statistics extracted from such official government publications or other sources, the Joint Sponsors and our Company, or any of their directors, employees, agents, and representatives make no representation to the appropriateness, accuracy, completeness or reliability of any such statistical and market share information. INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING –6 6– --- page 76 --- In preparation for the Global Offering, we have sought the following waivers from strict compliance with the relevant provisions of the Listing Rules: W AIVER IN RESPECT OF 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. This normally means that at least two of our executive Directors must be ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further provides that the requirement in Rule 8.12 of the Listing Rules may be waived by having regard to, among other considerations, our arrangements for maintaining regular communication with the Stock Exchange. Our Group’s management, business operations and assets are primarily based outside Hong Kong. The principal management headquarters and senior management of our Group are primarily based in China. Our Directors consider that either by means of relocation of existing executive Directors or the appointment of executive Directors who will be ordinarily resident in Hong Kong would not be beneficial to, or appropriate for, our Group and therefore would not be in the best interests of our Company and our Shareholders as a whole. Therefore, we do not have, and do not contemplate to have, in the foreseeable future, sufficient management presence in Hong Kong for the purpose of satisfying the requirements under Rules 8.12 and 19A.15 of the Listing Rules. Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from strict compliance with the requirements under Rule 8.12 and Rule 19A.15 of the Listing Rules. We will ensure that there is a regular and effective communication between us and the Stock Exchange by way of the following arrangements: (a) pursuant to Rule 3.05 of the Listing Rules, we have appointed and will continue to maintain two authorized representatives (the “ Authorized Representatives ”), who will act as our principal channel of communication with the Stock Exchange and ensure that our Company complies with the Listing Rules at all times. The two Authorized Representatives are Mr. Xu and Ms. Lai Ho Yan (ࢸ“() Ms. Lai ”). Each of our Authorized Representatives has provided his/her contact details to the Stock Exchange, and will be available to meet with the Stock Exchange within a reasonable time frame upon the request of the Stock Exchange and will be readily contactable by phone, facsimile (if applicable) and email. Each of the Authorized Representatives is authorized to communicate on our behalf with the Stock Exchange; (b) each of the Authorized Representatives has means to contact all of our Directors (including our independent non-executive Directors) and senior management team promptly at all times as and when the Stock Exchange wishes to contact our Directors for any matters. To enhance communication among the Stock Exchange, our Authorized Representatives and our Directors, we have ensured that (i) each Director has provided his/her respective contact details (including phone number and email address) to the Authorized Representatives; (ii) in the event that a Director expects to travel or is otherwise out of office, he/she will endeavour to provide his/her phone number of the place of his/her accommodation to the Authorized Representatives or maintain an open line of communication via his/her mobile phone; and (iii) each of our Directors has provided his/her respective mobile phone numbers, office phone numbers, email addresses and fax numbers (as applicable) to the Stock Exchange; (c) our Directors who are not ordinarily resident in Hong Kong possess or can apply for valid travel documents to visit Hong Kong and will be able to meet with the Stock Exchange within a reasonable period of time when required; (d) we have appointed Rainbow Capital (HK) Limited as our compliance adviser (the “Compliance Adviser ”) pursuant to Rule 3A.19 of the Listing Rules for a period commencing on the Listing Date and ending on the date on which we comply with Rule 13.46 of the Listing Rules in respect of our financial results for the first full financial W AIVERS –6 7– --- page 77 --- year commencing after the Listing Date. The Compliance Adviser will have access at all times to our Authorized Representatives, our Directors, Supervisors and our senior management as prescribed by Rule 3A.23 of the Listing Rules, who will act as the additional channel of communication with the Stock Exchange when the Authorized Representatives are not available. Our Company shall ensure that our Authorized Representatives, Directors and our senior management members will timely provide such information and assistance as the Compliance Adviser may need or may reasonably request in connection with the performance of the Compliance Adviser’s duties as set forth in the Listing Rules. To the extent reasonably practicable and legally permissible, we will keep the Compliance Adviser informed of all communications and dealings between the Stock Exchange and us; (e) we have provided the Stock Exchange with the names, mobile phone numbers, office phone numbers, fax numbers (if applicable) and email addresses of at least two of the Compliance Adviser’s officers who will act as our Compliance Adviser’s contact persons between the Stock Exchange and our Company. To the extent reasonably practicable and legally permissible, meetings between the Stock Exchange and our Directors could be arranged through our authorized representatives or the Compliance Adviser, or directly with our Directors within a reasonable time frame. We will inform the Stock Exchange as soon as practicable in respect of any change of the Authorized Representatives and/or the Compliance Adviser; (f) we will appoint other professional advisers (including legal advisers in Hong Kong) after the Listing to assist us in dealing with any questions which may be raised by the Stock Exchange and to ensure that there will be prompt and effective communication with the Stock Exchange; and (g) our Company has designated our staff members as the communication officer at our headquarters after the Listing who will be responsible for maintaining day-to-day communication with the Authorized Representatives and our Company’s professional advisers in Hong Kong, including our legal advisers in Hong Kong and the Compliance Adviser, to keep abreast of any correspondences and/or enquiries from the Stock Exchange and report to our executive Directors to further facilitate communication between the Stock Exchange and our Company. W AIVER IN RESPECT OF JOINT COMPANY SECRETARIES Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary who, by virtue of his/her academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of 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). Note 2 to Rule 3.28 of the Listing Rules further provides that the Stock Exchange considers the following factors in assessing the “relevant experience” of the individual: (a) length of employment with the issuer and other issuers and the roles he/she played; W AIVERS –6 8– --- page 78 --- (b) familiarity with the Listing Rules and other relevant laws and regulations including the SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code; (c) relevant training taken and/or to be taken in addition to the minimum requirement under Rule 3.29 of the Listing Rules; and (d) professional qualifications in other jurisdictions. Our Company has appointed Mr. Huang Xueqi ( ර௛೘)( “Mr. Huang ”), our general manager of finance and secretary to the Board as one of our joint company secretaries. Mr. Huang has extensive experience in financing and investment services. The Company believes that it would be in the best interests of the Company and the corporate governance of the Group to have as its joint company secretary a person such as Mr. Huang, who is the secretary of Board and who has day-to-day knowledge of the Company’s affairs. Mr. Huang has the necessary nexus to the Board and close working relationship with management of the Company in order to perform the function of a joint company secretary and to take the necessary actions in the most effective and efficient manner. However, Mr. Huang 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. Lai Ho Yan (ࢸ“() Ms. Lai ”), an 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 Rules 3.28 and 8.17 of the Listing Rules to act as the other joint company secretary and to provide assistance to Mr. Huang for an initial period of three years from the Listing Date to enable Mr. Huang 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. Since Mr. Huang does not possess the formal qualifications required of a company secretary under Rule 3.28 of the Listing Rules, we have applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules such that Mr. Huang may be appointed as a joint company secretary of our Company. Pursuant to Chapter 3.10 of the Guide for New Listing Applicants, the waiver will be for a fixed period of time (“ Waiver Period ”) and on the following conditions: (i) the proposed company secretary must be assisted by a person who possesses the qualifications or experience as required under Rule 3.28 (“ Qualified Person ”) and is appointed as a joint company secretary throughout the Waiver Period; and (ii) the waiver can be revoked if there are material breaches of the Listing Rules by the issuer. The waiver is valid for an initial period of three years from the Listing Date, and is granted on the condition that Ms. Lai, who is a Qualified Person, will work closely with Mr. Huang to jointly discharge the duties and responsibilities as company secretary and assist Mr. Huang in acquiring the relevant experience as required under Rules 3.28 and 8.17 of the Listing Rules. Ms. Lai will also assist Mr. Huang in organizing Board meetings and Shareholders’ meetings of our Company as well as other matters of our Company which are incidental to the duties of a company secretary. Ms. Lai is expected to work closely with Mr. Huang and will maintain regular contact with Mr, Huang, our Directors and the senior management of our Company. The waiver will be revoked immediately if Ms. Lai ceases to provide assistance to Mr. Huang as a joint company secretary for the three-year period after the Listing Date or where there are material breaches of the Listing Rules by our Company. In addition, Mr. Huang will comply with the annual professional training requirement under Rule 3.29 of the Listing Rules and will enhance his knowledge of the Listing Rules during the three-year period from the Listing. Mr. Huang will also be assisted by (a) the Compliance Advisor of our Company, particularly in relation to compliance with the Listing Rules; and (b) the Hong Kong legal advisers of our Company, on matters concerning our Company’s ongoing compliance with the Listing Rules and the applicable laws and regulations. Before the end of the three-year period, the Company must demonstrate and seek the Exchange’s confirmation that Mr. Huang, having had the benefit of Ms. Lai’s assistance during the three-year period, has attained the relevant experience under note 2 to Rule 3.28 and is capable of discharging the functions of company secretary so that a further waiver would not be necessary. W AIVERS –6 9– --- page 79 --- CONSENT IN RESPECT OF THE PROPOSED SUBSCRIPTION OF H SHARES BY CERTAIN CORNERSTONE INVESTOR 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(7) 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. AXA Investment Managers UK Limited (“ AXA IM ”), a wholly-owned subsidiary of BNPP Asset Management Holding (“ BNPP AM ”), as the delegated investment manager on behalf of BNP Paribas Clean Energy Solutions Fund and BNP Paribas Europe Environmental Solutions Fund (“BNPP Funds ”), has entered into a cornerstone investment agreement with the Company and BNP Paribas Securities (Asia) Limited (“ BNPP”) to subscribe for Offer Shares. AXA IM invests on a discretionary basis on behalf of BNPP Funds and BNPP Funds will hold the Offer Shares for the benefit of the shareholders in the BNPP Funds. BNPP acts one of the Sponsor-Overall Coordinators of the Global Offering. As AXA IM and BNPP are members of the same group of companies, AXA IM is a connected client of BNPP. We have applied for, and the Stock Exchange has granted, a consent under paragraph 1C(1) of Appendix F1 to the Listing Rules to permit AXA IM (the “ Connected Client Cornerstone Investor ”) to participate in the Global Offering as a cornerstone investor on the following basis and conditions as set out in Paragraph 6 of Chapter 4.15 of the Guide for New Listing Applicants: (a) any Offer Shares to be allocated to the Connected Client Cornerstone Investor will be held on behalf of independent third parties; (b) BNPP (the “ Connected Distributor ”) 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 AXA IM; (c) no preferential treatment has been, nor will be, given to the Connected Client Cornerstone Investor by virtue of its relationship with the Connected Distributor in any allocation of Offer Shares in the International Offering; (d) BNPP AM confirms that to the best of its knowledge and belief, it has not received and will not receive preferential treatment in the allocation of Offer Shares in the Global Offering as a cornerstone investor by virtue of its relationship with BNPP, other than the assured entitlement under the relevant cornerstone investment agreement; (e) each of the Company, the Overall Coordinators, the Connected Client Cornerstone Investor and Connected Distributor 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. W AIVERS –7 0– --- page 80 --- DIRECTORS Name Address Nationality Executive Directors Mr. Xu Yingtong (ഁ) Room 301, No. 6 Lane 1507 Luoshan Road Pudong New Area Shanghai PRC Chinese Mr. Zhang Xianmiao ( ੵ΋↿) Room 102, No. 16 Lane 902 Zhoudong Road Zhoupu Town Pudong New Area Shanghai PRC Chinese Non-executive Directors Mr. Sun Guoqing (਷ᅅ) Room 2302, Unit 3 Building 9, District 7 Wangjing East Park Chaoyang District Beijing PRC Chinese Mr. Wang Lin (؍Room 184 No. 199 Wensan Road Xihu District Hangzhou, Zhejiang Province PRC Chinese Ms. Yang Ting ( เణ) Room 301, No. 6 Lane 1507 Luoshan Road Pudong New Area Shanghai PRC Chinese DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –7 1– --- page 81 --- Name Address Nationality Independent Non-executive Directors Ms. Ng Wing Yan Claudia (ࢸ) Room G, 24/F, Tower 21 South Horizons South District, Hong Kong Island Hong Kong Chinese Mr. Lin Jinwu (ᎀш) Room 1001, No. 20 Lane 1950 Siping Road Shanghai PRC Chinese Ms. Chen Jijin ( ௓ᘱᆩ) Room 1707 No. 666 West Zhongshan Road Changning District Shanghai PRC Chinese SUPERVISORS Name Address Nationality Mr. Liu Qinwei ( ᄎॢၪ) Room 103 No. 21, No. 5 Wannan Village Xuhui District Shanghai PRC Chinese Ms. Yang Shunxia ( เනᒳ) Room 701, Building No. 18 Building No. 5, Lane 88 Lanlian Road Minhang District Shanghai PRC Chinese Mr. Zhu Bo ( ϡ௹) Room 601, No. 95, Lane 2, Lane 1028 Xiuyan Road Kangqiao Town Pudong New Area Shanghai PRC Chinese For details with respect to our Directors and Supervisors, see “Directors, Supervisors and Senior Management.” DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –7 2– --- page 82 --- PARTIES INVOLVED IN THE GLOBAL OFFERING Joint Sponsors CITIC Securities (Hong Kong) Limited 18/F, One Pacific Place 88 Queensway Hong Kong BNP Paribas Securities (Asia) Limited 60th Floor and 63rd Floor Two International Finance Centre 8 Finance Street Central Hong Kong Sponsor-Overall Coordinators CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong BNP Paribas Securities (Asia) Limited 60th Floor and 63rd Floor Two International Finance Centre 8 Finance Street Central Hong Kong Overall Coordinators CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong BNP Paribas Securities (Asia) Limited 60th Floor and 63rd Floor Two International Finance Centre 8 Finance Street Central Hong Kong 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 –7 3– --- page 83 --- Joint Global Coordinators CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong BNP Paribas Securities (Asia) Limited 60th Floor and 63rd Floor Two International Finance Centre 8 Finance Street Central Hong Kong China International Capital Corporation Hong Kong Securities Limited 29/F One International Finance Centre 1 Harbour View Street Central Hong Kong Joint Bookrunners CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong BNP Paribas Securities (Asia) Limited 60th Floor and 63rd Floor Two International Finance Centre 8 Finance Street Central Hong Kong China International Capital Corporation Hong Kong Securities Limited 29/F One International Finance Centre 1 Harbour View Street Central Hong Kong Joint Lead Managers CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong BNP Paribas Securities (Asia) Limited 60th Floor and 63rd Floor Two International Finance Centre 8 Finance Street Central Hong Kong 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 –7 4– --- page 84 --- Capital Market Intermediaries CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong BNP Paribas Securities (Asia) Limited 60th Floor and 63rd Floor Two International Finance Centre 8 Finance Street Central Hong Kong China International Capital Corporation Hong Kong Securities Limited 29/F One International Finance Centre 1 Harbour View Street Central Hong Kong Legal Advisers to our Company As to Hong Kong and United States laws Davis Polk & Wardwell 10/F, The Hong Kong Club Building 3A Chater Road Central Hong Kong As to PRC law Jia Yuan Law Offices F408 Ocean Plaza 158 Fuxing Men Nei Street Xicheng District Beijing, PRC As to Australian Law Cowell Clarke Commercial Lawyers Level 9, 63 Pirie Street Adelaide SA 5000 Australia Legal Advisers to the Joint Sponsors and the Underwriters As to Hong Kong and United States laws Linklaters 11th Floor, Alexandra House Chater Road Hong Kong As to PRC law Jingtian & Gongcheng 34th Floor, Tower 3 China Central Place 77 Jianguo Road Beijing PRC DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –7 5– --- page 85 --- Reporting Accountants and Independent Auditor Ernst & Y oung Certified Public Accountants Registered Public Interest Entity Auditor 27/F, One Taikoo Place 979 King’s Road Quarry Bay Hong Kong Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. 2504 Wheelock Square 1717 Nanjing West Road Shanghai 200040 PRC Compliance Adviser Rainbow Capital (HK) Limited Office No. 710, 7/F Wing On House 71 Des V oeux Road Central Central Hong Kong Receiving Bank CMB Wing Lung Bank Limited 45 Des V oeux Road Central Hong Kong DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –7 6– --- page 86 --- Registered Office Building 12-2, 678 Yunqiao Road Pilot Free Trade Zone Shanghai PRC Headquarters and Principal Place of Business in the PRC Building 12-2, 678 Yunqiao Road Pilot Free Trade Zone Shanghai PRC Principal Place of Business in Hong Kong Room 1922, 19/F Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong Company’s Website www.sigenergy.com (The information contained in this website does not form part of this Prospectus) Joint Company Secretaries Mr. Huang Xueqi ( ර௛೘) Building 12-2, 678 Yunqiao Road Pilot Free Trade Zone Shanghai PRC Ms. Lai Ho Y an (ࢸ) ACG, HKACG) Room 1922, 19/F Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong Authorized Representatives Mr. Xu Yingtong (ഁ) Building 12-2, 678 Yunqiao Road Pilot Free Trade Zone Shanghai PRC Ms. Lai Ho Y an (ࢸ) Room 1922, 19/F Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong CORPORATE INFORMATION –7 7– --- page 87 --- Audit Committee Ms. Chen Jijin ( ௓ᘱᆩ) (Chairperson) Mr. Lin Jinwu (ᎀш) Ms. Yang Ting ( เణ) Remuneration Committee Ms. Ng Wing Yan Claudia (ࢸ)Chairperson) Mr. Zhang Xianmiao ( ੵ΋↿) Mr. Lin Jinwu (ᎀш) Nomination Committee Mr. Xu Yingtong (ഁ) (Chairperson) Ms. Ng Wing Yan Claudia (ࢸ) Mr. Lin Jinwu (ᎀш) H Share Registrar Tricor Investor Services Limited 17/F, Far East Finance Centre 16 Harcourt Road Hong Kong Principal Bank China Merchants Bank Co., Ltd. Shanghai Branch No. 1088 Lujiazui Ring Road Pudong New Area Shanghai PRC CORPORATE INFORMATION –7 8– --- page 88 --- The information and statistics presented in this section and other sections of this Prospectus, unless otherwise indicated, were extracted from different official government publications and other publications, and from the industry report prepared by Frost & Sullivan, an independent market research and consulting company that was commissioned by us, in connection with the Global Offering. The information from official government sources has not been independently verified by us, the Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, and Joint Lead Managers, any of their respective directors and advisers, or any other persons or parties involved in the Global Offering, and no representation is given as to its accuracy. SOURCES OF INFORMATION We engaged Frost & Sullivan, an independent market research consultant, to conduct an analysis of, and to prepare a report on global renewable energy and energy storage system industry for the use in this Prospectus (the “F&S Report”), which was commissioned by us for a fee of RMB900,000. In compiling and preparing the F&S Report, Frost & Sullivan adopted the following assumptions: (i) the social, economic and political conditions globally currently discussed will remain stable during the forecast period, (ii) government policies on renewable energy and energy storage system markets in main markets globally will remain consistent during the forecast period, (iii) renewable energy and energy storage system markets will be driven by the factors which are stated in this report in the forecast period. Except as otherwise noted, all of the data and forecasts contained in this section are derived from the F&S Report. The F&S Report has been prepared by Frost & Sullivan independently without any influence from us or other interested parties. Frost & Sullivan is an independent global consulting firm founded in 1961 in New York and its services include, among others, industry consulting, market strategic consulting and corporate training. Frost & Sullivan conducted (i) primary research, which involved discussing the status of the industry with certain leading industry participants, and interviews with industry experts on a best-effort basis to collect information in aiding in-depth analysis; and (ii) secondary research, which involved reviewing company reports, independent research reports and data based on its own research database. Our Directors confirm that after taking reasonable care, there has been no adverse change in the market information since the date of the report prepared by Frost & Sullivan which may qualify, contradict or have an impact on the information set forth in this section in any material respect. GLOBAL ESS MARKET OVERVIEW Overview of Renewable Energy Addressing the challenge of climate change has become a shared international goal, with renewable energy playing a pivotal role in achieving carbon neutrality. Renewable energy, derived from virtually inexhaustible natural sources such as solar, wind, and hydropower, has seen a significant rise. From 2020 to 2024, the global renewable energy cumulative installed capacity increased from 2,799 GW to 4,601 GW, reflecting a CAGR of 13.2%, and is expected to increase from 5,370 GW in 2025 to 10,272 GW in 2030, with a CAGR of 13.9%. As a share of the total global installed capacity for all power generation methods, renewable energy accounted for 36.7% in 2020, a figure that rose to 47.4% by 2024 and is expected to reach 66.3% by 2030. Similarly, electricity generation from renewable sources has also seen substantial growth. From 2020 to 2024, electricity generation from renewable energy sources increased from 6,987 TWh to 9,409 TWh at a CAGR of 7.7%. It is expected to increase from 10,522 TWh in 2025 to 17,897 TWh in 2030, with a CAGR of 11.2%. In terms of its share in global electricity generation, renewable energy represented 26.8% in 2020, which increased to 31.4% by 2024 and is expected to reach 47.9% by 2030. All these factors demonstrate the growing importance of renewable energy in the global power system. INDUSTRY OVERVIEW –7 9– --- page 89 --- Among renewable energy sources, solar photovoltaic (PV) energy has emerged as the fastest-growing segment. Solar power’s installed capacity has expanded rapidly, growing from 714 GW in 2020 to 1,977 GW in 2024, at a CAGR of 29.0%, and is anticipated to reach 6,292 GW by 2030. The applicability and flexibility of solar PV technology have been key drivers of its rapid adoption. From 2020 to 2024, solar PV electricity generation surged from 794 TWh to 2,009 TWh, reflecting a CAGR of 26.1%. This growth is expected to continue, with solar PV generation projected to increase from 2,636 TWh in 2025 to 6,954 TWh in 2030, accounting for 38.9% of total renewable energy generation. The development of renewable energy has heightened the demand for ensuring energy stability and energy prices stability, as renewable energy such as wind and solar power, often faces issues of intermittency and volatility. Energy storage systems (ESS) help to mitigate the effects of fluctuations associated with renewable energy production, ensuring a more stable and reliable energy supply. Overview of ESS Market Definition and Classification of ESS Market Energy storage system (ESS) refers to the device of converting various energy forms from power generating systems into a form that can be stored for converting back to electrical energy when needed. Based on the storage technologies, energy storage systems can be categorized into mechanical energy storage, electromagnetic energy storage, electrochemical energy storage, thermal energy storage, and chemical energy storage. There are two major energy storage technologies. Mechanical energy storage takes advantage of kinetic or gravitational forces to store inputted energy, including pumped hydro storage, compressed air storage, flywheel storage, etc. Pumped hydro storage is currently the most mature energy storage method in commercial application. Electrochemical energy storage refers to a variety of secondary battery energy storage technologies and measures, that is, the use of chemical batteries to store electrical energy and release it when needed. Electrochemical energy storage batteries include lithium-ion batteries, lead-acid batteries, sodium-sulfur batteries and flow batteries, among which lithium-ion batteries currently have the dominant position due to cost effectiveness and optimal physical performance. Electrochemical energy storage battery system is mainly composed of ESS battery (in the form of module), battery management system (“BMS”), energy management system (“EMS”), and power conversion system (“PCS”). V alue Chain Analysis of ESS Market The upstream value chain of electrochemical ESS market includes sources and processes of raw materials for battery cells and system equipment, such as cathode materials, anode materials, separator, electrolyte, and etc. The midstream is battery manufacturing and system integration installation, including the production of batteries and system integration featuring PCS and management systems like EMS and BMS. The downstream is application scenarios, including power generation, power transmission & distribution and power consumption. INDUSTRY OVERVIEW –8 0– --- page 90 --- Value Chain of Electrochemical ESS Market Upstream Raw Materials & Equipment Battery Cell Raw Materials Integrated System Equipment Midstream Battery Manufacturing and System Integration Downstream Application Scenarios  Cathode Materials  Anode Materials  Separator  Electrolyte  Others Controlled Information Controller Information Controller Information Status Information Status Information Status Information Status Information Power Conversion System (PCS) ESS Batteries Energy Management System (EMS) Battery Management System (BMS) Direct-current Charge Direct-current Discharge Energy Storage Battery System Power Generation Power Transmission & Distribution Distributor Power Consumption Source: Frost & Sullivan Application Scenarios of ESS Market The electrochemical energy storage system can be categorized as centralized ESS and distributed ESS (DESS) based on applicated scenarios. The centralized ESS extensively utilized in power generation, enables peak load leveling, renewable energy grid connection, and reserve electric generating capacity. Moreover, in power transmission and distribution, it supports system frequency modulation, alleviates power grid congestion, and delays extensive T&D equipment upgrades. Distributed ESS, which includes both commercial and household applications, manages electricity on a temporal basis by peak shaving and valley filling, as well as peak-valley spread arbitrage. Market Size of ESS Market From 2020 to 2024, the global ESS annual shipment increased from 14.2 GWh to 230.0 GWh with a CAGR of 100.6%. In the forecast period, as the global demand for renewable energy continues to increase, the installed capacity of solar PV and wind power grows rapidly, which promotes ESS to be applied in a wider range of scenarios. It is estimated that in 2030, the global ESS annual shipment will be 804.5 GWh, representing a CAGR of 21.4% from 2025 to 2030. With the ongoing expansion of global large-scale renewable power projects, the annual shipment of global centralized ESS is expected to increase from 200.8 GWh in 2025 to 496.6 GWh in 2030 with a CAGR of 19.9%. In addition, to improve the efficiency of electricity consumption in both commercial and living scenarios, as well as to improve the stability and sustainability of urban electricity consumption, the annual shipment of distributed ESS is expected to reach 307.9 GWh in 2030, with a CAGR of 24.3% from 2025 to 2030. The period from 2020 to 2022 marked a phase of rapid development for the global energy storage industry, driven primarily by policy incentives, geopolitical conflicts, technological advancements, including cost reductions resulting from large-scale mass production mainly in battery cells, and a surge in market demand. Currently, the industry is transitioning from a phase of rapid growth to maturity, and it is anticipated that as policy incentives taper off, market growth will become more organic, leading to a prolonged period of relatively fast but more moderate CAGR. INDUSTRY OVERVIEW –8 1– --- page 91 --- ESS Annual Shipment (by downstream application), Global, 2020-2030E 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 14.2 33.9 93.8 149.1 230.0 304.6 393.4 490.7 593.7 699.2 804.5 GWh Centralized ESS Distributed ESS Total 10.1 23.0 57.2 92.1 200.8147.2 258.1 318.9 380.5 442.3 496.6 19.9% 4.1 10.9 36.6 57.0 103.8 82.7 135.4 171.8 213.2 256.9 307.9 24.3% 14.2 33.9 93.8 149.1 304.6 230.0 393.4 490.7 593.7 699.2 804.5 21.4% 95.4% 111.7% 100.6% CAGR (20-24) CAGR (25E-30E) CAGR: 100.6% CAGR: 21.4% 0 100 200 300 400 500 600 700 800 900 Source: EESA, CNESA, Frost & Sullivan Analysis of Distributed ESS Market Application Scenarios of DESS Market Household energy storage typically refers to the integration of energy production (i.e. solar PV) systems with storage solutions. Using solar PV system as an example, by storing electricity generated from solar panels, the ESS provides power to household users, ensuring self-sufficiency in electricity supply during periods when solar generation is not operational, such as at night or on cloudy days. This setup achieves economic viability by reducing electricity costs. In the commercial and industrial sectors, the role of energy storage is to reduce electricity costs for businesses and ensure power supply reliability during special circumstances, such as power outages or disruptions. In terms of peak shaving and valley filling, companies can leverage the difference in peak and off-peak electricity prices to arbitrage and thereby achieving economic viability. Market Size of DESS Market Delving into the distributed ESS, household applications accounted for the majority of the annual growth in distributed ESS. Household ESS annual shipment increased from 1.7 GWh to 48.9 GWh, with a CAGR of 130.2% from 2020 to 2024. Looking forward, household ESS annual shipment is expected to reach 158.1 GWh by 2030 with a CAGR of 21.4% from 2025 to 2030. With the growing adoption of ESS in enhancing energy efficiency and sustainability across commercial and industrial operations, the industrial and commercial ESS annual shipment increased from 2.4 GWh in 2020 to 33.8 GWh in 2024, achieving a CAGR of 94.3%. By 2030, industrial & commercial ESS annual shipment is expected to reach 149.8 GWh, reflecting a CAGR of 27.9% from 2025 to 2030. INDUSTRY OVERVIEW –8 2– --- page 92 --- Distributed ESS Annual Shipment (by downstream application), Global, 2020-2030E 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 4.1 10.9 36.6 57.0 82.7 103.8 135.4 171.8 213.2 256.9 307.9 Household 1.7 5.5 21.6 38.4 48.9 76.560.0 94.9 115.0 135.2 158.1 130.2% 21.4% Commercial & Industrial 2.4 5.4 15.0 18.6 33.8 58.9 43.8 76.9 98.2 121.6 149.8 94.3% 27.9% CAGR (20-24) CAGR (25E-30E) 350 300 150 50 0 CAGR: 111.7% CAGR: 24.3% 250 200 100 4.1 10.9 36.6 57.0 82.7 135.4 103.8 171.8 213.2 256.9 307.9 111.7% 24.3%Total GWh Source: EESA, CNESA, Frost & Sullivan From a regional perspective, the annual shipment of DESS in Europe increased from 0.9 GWh in 2020 to 20.6 GWh in 2024, and is expected to achieve 71.7 GWh in 2030. In North America, the DESS annual shipment grew from 1.4 GWh in 2020 to 18.5 GWh in 2024, and is expected to reach 69.3 GWh by 2030. APAC (excl. China) saw an increase from 0.8 GWh in 2020 to 4.5 GWh in 2024, and is anticipated to reach 12.6 GWh by 2030. In other regions, DESS annual shipment grew from 0.2 GWh in 2020 to 5.4 GWh in 2024 and is projected to reach 14.3 GWh by 2030. Similar to the overall trend of the energy storage industry, the period from 2020 to 2022 marked a phase of rapid development for the global distributed ESS sector, particularly in regions such as Europe and North America. It is expected that as policy incentives taper off, market growth will become more organic, leading to a prolonged period of relatively fast but more moderate CAGR. Distributed ESS Annual Shipment (by region), Global, 2020-2030E 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 4.1 10.9 36.6 57.0 82.7 103.8 135.4 171.8 213.2 256.9 307.9 Europe 0.9 4.9 18.2 21.9 20.6 33.9 24.9 42.9 52.8 61.9 71.7 117.6% 23.6% North America 1.4 2.6 6.3 12.0 18.5 30.724.1 36.9 49.6 60.3 69.3 91.7% 23.5% Other 0.2 0.5 2.1 4.2 5.4 8.6 8.5 10.9 12.8 13.4 14.3 115.8% 10.9% CAGR (20-24) CAGR (25E-30E) 400 300 200 100 0 CAGR: 111.7% CAGR: 24.3% China 0.8 2.0 5.8 14.5 33.7 54.941.2 69.9 88.3 110.7 140.1 153.6% 27.7% APAC (excl. China) 0.8 0.9 4.2 4.4 4.5 7.3 5.1 8.5 9.7 10.6 12.6 55.8% 19.7% Total 4.1 10.9 36.6 57.0 82.7 135.4 103.8 171.8 213.2 256.9 307.9 111.7% 24.3% GWh INDUSTRY OVERVIEW –8 3– --- page 93 --- Source: EESA, CNESA, SolarPowerEU, Frost & Sullivan Overview of Integrated DESS Solution Market In the DESS market, the combination of solar PV and energy storage system is one of the major applications. Within this context, DESS solutions can be classified into two modes: integrated and non-integrated. Non-integrated DESS solution typically uses an AC-coupled configuration, where the energy storage system (including batteries, PCS, etc.) and the solar PV system (including photovoltaic modules, PV inverters, etc.) operate independently of each other. In contrast, integrated DESS solution usually employs a DC-coupled configuration. This approach refers to the combination of solar photovoltaic systems with energy storage systems to form a comprehensive energy solution, which integrates hybrid inverters, battery packs, BMS and EMS into one energy system. Integrated DESS solution eliminates the need for additional installation of a PV inverter, reducing initial equipment investment and installation costs, and simplifying the subsequent operation, maintenance, and management. It operates by harnessing solar energy, retaining surplus electricity in storage system, and providing electricity to the load side when needed, which facilitates the use of clean and sustainable energy.  The annual shipment of integrated DESS solution increased from 1.0 GWh in 2020 to 37.7 GWh in 2024, achieving a CAGR of 145.5%. On the other hand, the annual shipment of non-integrated DESS solution is 45.0 GWh in 2024. By 2030, the annual shipment of integrated DESS solution is expected to reach 171.9 GWh, reflecting a CAGR of 28.1% from 2025 to 2030. Distributed ESS Annual Shipment (by system type), Global, 2020-2030E 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 4.1 10.9 36.6 57.0 82.7 103.8 135.4 171.8 213.2 256.9 307.9 Integrated DESS Solution 1.0 3.4 13.6 25.1 37.7 66.949.7 87.5 111.9 139.0 171.9 145.5% 28.1% CAGR (20-24) CAGR (25E-30E) 350 300 150 50 0 CAGR: 111.7% CAGR: 24.3% 250 200 100 Non-Integrated DESS Solution 3.1 7.5 22.9 31.9 45.0 68.554.0 84.4 101.3 117.8 136.0 95.5% 20.3% 4.1 10.9 36.6 57.0 82.7 135.4 103.8 171.8 213.2 256.9 307.9 111.7% 24.3%Total GWh Source: Interviews with Industry Experts, Frost & Sullivan In the early stages of industry development, solar PV as a renewable energy source grew rapidly. As the scale of solar PV power generation expanded, the trend of integrating solar PV with DESS emerged to address the instability of solar power. Currently, due to the high investment cost, INDUSTRY OVERVIEW –8 4– --- page 94 --- installation and maintenance challenges, and limited application scenarios of standalone solar PV and DESS, the market for integrated DESS solutions is growing rapidly. In the future, with the rapid development of the new energy vehicle market and artificial intelligence technology, integrated DESS solutions equipped with AI and charging modules are becoming one of the main trends. Overview of All-in-one DESS Solution Market In the context of integrated DESS solutions, they can be further categorized into all-in-one DESS solutions and split-type DESS solutions. All-in-one DESS solutions refer to the DC-coupled systems where the hybrid inverter, battery packs, battery management system (BMS), and energy management system (EMS) are recognized as an integrated equipment. In contrast, for split-type DESS solutions, the hybrid inverter is typically separated from other key components such as battery packs, EMS, BMS, etc. From 2021 to 2024, the global shipment of all-in-one DESS solution increased from 0.1 GWh to 5.8 GWh. This upward trend is expected to continue, with the shipment volume anticipated to reach 12.3 GWh in 2025. While, from 2020 to 2024, the global shipment of split-type DESS solution increased from 1.0 GWh to 32.0 GWh. Moving forward, as the benefits of all-in-one DESS solutions, such as space-saving, efficiency, and enhanced safety, gain broader acceptance, the global shipment of all-in-one DESS solution is forecasted to reach 72.3 GWh by 2030, with a CAGR of 42.6% from 2025 to 2030. Integrated DESS Solution Annual Shipment (by system type), Global, 2020-2030E 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 1.0 3.4 13.6 25.1 37.7 49.7 66.9 87.5 111.9 139.0 171.9 All-in-One Split-type Total 0.0 0.1 0.8 2.5 5.8 19.5 12.3 29.0 41.1 55.2 72.3 - 42.6% 1.0 3.3 12.8 22.6 32.0 47.3 37.5 58.4 70.8 83.9 99.6 135.5% 21.6% 1.0 3.4 13.6 25.1 37.7 66.9 49.7 87.5 111.9 139.0 171.9 145.5% 28.1% CAGR (20-24) CAGR (25E-30E) 180 120 80 40 0 CAGR: 145.5% CAGR: 28.1% GWh 140 100 60 20 160Source: Interviews with Industry Experts, Frost & Sullivan Overview of Stackable All-in-one DESS Solution Market Within all-in-one DESS solutions, there is an additional distinction between stackable all-in-one DESS solutions and non-stackable all-in-one DESS solutions. Stackable all-in-one DESS solution is an innovative new generation of integrated DESS solution, enabling energy independence with high efficiency, savings, flexibility, and resilience. Comparing to the non- stackable all-in-one DESS solutions, the battery modules in this innovative solution are stackable and can be quickly connected, which increases the flexibility of the system and allows the energy storage system to be truly scalable according to the user’s storage capacity needs. INDUSTRY OVERVIEW –8 5– --- page 95 --- In 2022, a stackable all-in-one DESS solution was launched. From 2022 to 2024, the global shipment of stackable all-in-one DESS solution increased from 0.1 GWh to 1.7 GWh. While, from 2021 to 2024, the global shipment of non-stackable all-in-one DESS solution increased from 0.1 GWh to 4.1 GWh. As key market players vigorously advocate for stackable all-in-one DESS solution in 2025, the shipment volume is expected to reach 3.8 GWh. Looking ahead, as the advantages of the stackable all-in-one DESS solution in terms of flexibility, efficiency, and ease of maintenance become more widely recognized, as well as their application scenarios continue to expand, the global shipment of stackable all-in-one DESS solution is expected to reach 47.9 GWh in 2030, which a CAGR of 65.8% from 2025 to 2030. All-in-One DESS Solution Annual Shipment (by system type), Global, 2020-2030E 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 0.0 0.1 0.8 2.5 5.8 12.3 19.5 29.0 41.1 55.2 72.3 Stackable All-in-One 0.0 0.0 0.1 0.6 1.7 7.4 3.8 13.0 21.3 32.6 47.9 - 65.8% CAGR (20-24) CAGR (25E-30E) 80 70 30 10 0 CAGR: 42.6% 60 50 40 20 Non-Stackable All-in-One 0.0 0.1 0.7 1.9 4.1 12.1 8.4 16.0 19.8 22.6 24.4 - 23.7% 0.0 0.1 0.8 2.5 5.8 19.5 12.3 29.0 41.1 55.2 72.3 - 42.6%Total GWh Source: Interviews with Industry Experts, Frost & Sullivan Application Analysis of AI in DESS Market The energy industry is rapidly moving towards digitalization and intelligence, with the energy storage industry expected to deeply integrate with AI technology in the future. This integration will not only enhance the efficiency and reliability of energy storage systems but also drive sustainable development and innovation across the entire energy industry. The establishment of cloud platform systems is one of the keys to integrate the energy storage systems with AI technology. The cloud platform systems, based on cloud-native technologies, possess characteristics such as high concurrency, high reliability, large capacity and low latency. They are capable of interfacing with a vast number of distributed photovoltaic (PV) power generation devices and processing massive amounts of data from energy scenarios such as photovoltaics, energy storage batteries, and charging/discharging. The cloud platform systems can clean and process data from millions of devices, laying a solid foundation for applications in energy security, energy planning, intelligent customer service and power trading. INDUSTRY OVERVIEW –8 6– --- page 96 --- AI can improve the safety and stability of the system by means of real-time monitoring, fault early warning and intelligent diagnosis, and at the same time, it can provide intelligent optimization suggestions for energy use based on user behavior, which can reduce costs and increase efficiency in many dimensions, and empower the development of the energy storage industry.  Energy Storage Security. The AI can support with analyzing operational and environmental data, identifying parameters, and simulating models to detect early faults and take appropriate maintenance actions. Moreover, it can conduct real-time analysis of system, battery and inverter operation data to identify safety accidents. It can also monitor if abuse thresholds are triggered, issuing an early warning to allow sufficient time for fire protection systems to respond.  Energy Planning. AI can leverage machine learning to analyze historical energy usage data, predict energy demand, and adjust strategies in advance to ensure supply-demand balance. By optimizing the charging and discharging strategies of energy storage systems, AI maximizes the utilization of energy resources with intelligent algorithms. Based on users’ energy consumption data, AI can generate personalized energy management recommendations and provide technologies to help reduce energy consumption and carbon emission.  Intelligent Customer Service. AI customer service can provide 7*24 continuous support, at the same time, AI can locate local service providers and automatically report issues.  Power Trading. Artificial intelligence, by offering a wealth of supportive decision- making data and analytical tools, can enhance the quality and profitability of electricity trading decisions. Furthermore, AI technology, through high-frequency real-time response mechanisms, can assist utility companies and consumers in conducting transactions during low-price peak generation periods, thereby optimizing electricity market trading. Market Drivers of Global ESS and Integrated DESS Solution Market  Development of Renewable Energy. Driven by population growth and economic expansion, global energy demand has surged, particularly due to industrialization and urbanization. Concurrently, the proliferation of electric vehicles in advanced economies is escalating electricity consumption. This significant increase in energy consumption has heightened the urgency for alternatives to fossil fuels, which makes renewable energy sources become increasingly attractive. Energy storage system is deployed in a wide span of scenarios in power system including power generation, power transmission & distribution, power consumption, etc. In the future, the rapidly growing renewable energy power system construction will lay the solid foundation for the large-scale deployment of energy storage. As the energy transition accelerates, the energy storage system will embrace more opportunities.  Favorable Policies in V arious Countries. With the “carbon-neutral” target, governments in major economies have released a series of policies to encourage the development of renewable energy and ESS projects. In developed countries such as the US and Europe, governments have released a series of policies to encourage the combination of renewable energy and ESS projects. Chinese government has also taken a series of actions to boost the development of global and China’s ESS market. Through China’s OBOR initiative, clean energy will also be promoted in more emerging governments, which will in turn support the development of ESS projects in global markets. In the future, the ESS market in various countries will receive more political and regulation support from governments, which will further promote the orderly and sound development of the industry. INDUSTRY OVERVIEW –8 7– --- page 97 --- Specifically, in China, the National Development and Reform Commission (NDRC), the National Energy Administration (NEA) and The State Council have introduced multiple policies, such as the “14th Five-Year Plan” New Energy Storage Development Implementation Plan ( “ɤ̬ʞ”‘) and the Guiding Opinions on Accelerating the Comprehensive Green Transformation of Economic and Social Development (̋Ҟ຾ จԈ‘), to promote the continuous development of renewable energy and energy storage systems in China. The European Association for Storage of Energy (EASE) proposed the Energy Storage Targets 2030 and 2050 in 2022, clarifying the development goals of the energy storage market. Europe plans to achieve approximately 200 GW of energy storage capacity by 2030. The U.S. Inflation Reduction Act (IRA) of 2022 extended the tax credit period for investments in energy storage systems and raised the subsidy cap, which will further boost the development of the overall energy storage as well as distributed energy storage industries. Policy and Regulation of Energy Storage System Industry, Major Economies Country / Region Policies and Regulations Year Rela tive Content and Emphasis China Guiding Opinions on Accelerating the Comprehensive Green Transformation of Economic and Social Development จԈ‘ 2024 • Accelerate the construction of a new power system, and scientifically plan the layout of pumped hydro storage, new types of energy storage, and concentrated solar power to enhance the safe operation and comprehensive regulatory capabilities of the power system. China Guidance on High-Quality Development of Distribution Networks under New Circumstances ኬจԈ‘ 2024 • Promote diversified development of new energy storage; guide distributed renewable energy to reasonably deploy new energy storage based on their operational needs or configure storage through shared models, thereby enhancing the reliable substitution capability of new energy and promoting its integration; support the safe development of user-side energy storage. China The “14th Five-Year Plan” New Energy Storage Development Implementation Plan “ɤ̬ʞ”‘ 2022 • Enhances the technological performance of electrochemical energy storage systems and reduces the systematic cost by over 30% by 2025. Europe Energy Storage Targets 2030 and 2050 2022 • Energy storage power capacity requirements at EU level will be approximately 200 GW by 2030. Germany Climate and Transformation Fund (KTF) 2025 • On March 22, the German President sig ned the amendment to the Basic Law, establishing a €500 billion special fund for infrastructure, of which €100 billion is allocated to the Climate and Transformation Fund (KTF), which will prioritize supporting energy transition projects, including energy storage. Spain – 2025 • The European Union has approved a €700 million Spanish plan to boost energy storage, focusing on renewable hybrid systems, standalone energy storage facilities, and thermal energy storage. US Inflation Reduction Act (IRA) 2022 • IRA of 2022 introduced the eligibility of standalone energy storage systems for the Investment Tax Credit (ITC) for the first time; extended the tax credit period for investments in energy storage systems and raised the subsidy cap. These policies reduce the initial investment costs of distributed energy storage systems through subsidies, fiscal and tax incentives, target setting, and guidelines, while enhancing market regulatory frameworks and economic viability, thereby advancing the widespread adoption of distributed energy storage systems, and further creating greater development space for DESS suppliers, distributors, and installers.  Green Transformation of Emerging and Traditional Industries. Digital infrastructure, especially data centers and Al computing, is now a major driver of electricity consumption. This surge is largely attributed to the spread of Al, high-performance computing and cloud services. Data centers require reliable low-cost electricity. Cloud providers are responding with renewable energy solutions, for example, cloud providers are building large-scale solar and wind farms and investing in energy storage systems. Besides, industrial decarbonization is a key driver of business deployment. Heavy industry, such as steel cement, chemicals, mining, and others, accounts for a large share of global energy use and carbon emissions. Many of these industrial processes are now targeted for electrification or switch to clean fuels. And national and regional “net-zero” and carbon-peak commitments are accelerating renewables and storage deployment. INDUSTRY OVERVIEW –8 8– --- page 98 ---  Continuous Price and Cost Reduction. During the past few years, with the advancement in manufacturing technology, expansion of production scale, intensified competition among manufacturers and the standardization of products, the cost and price of lithium-ion battery storage system have witnessed a significant decreasing trend. The decline in raw material prices for lithium-ion batteries has been a critical factor driving cost reductions. For instance, the price of lithium carbonate has experienced a substantial drop since 2023. Concurrently, technological advancements — such as optimizations in electrode materials like graphite and lithium iron phosphate (LFP) — have enhanced energy density and extended cycle life, thereby lowering unit costs through improved performance efficiency. Furthermore, the continuous expansion of lithium-ion battery production scales has streamlined supply chains and refined manufacturing processes, leading to reduced procurement and operational expenses. Intense market competition has also compelled manufacturers to optimize production techniques and management protocols, fostering cost-efficiency gains across the industry. These interconnected dynamics have collectively driven a significant reduction in prices for lithium-ion energy storage systems and battery cells. In the future, as more market players accumulate experience in R&D and improve the production efficiency, the production cost and other indirect expenses of lithium-ion battery storage system will further decrease, which will further foster the scalable commercialization of lithium-ion battery storage technology.  Energy and Energy Prices Stability. Due to economic growth, there has been a consistent increase in the global demand for energy supply and price stability. By storing energy during off-peak hours when electricity prices are low and discharging it during peak hours when prices are high, energy storage systems can effectively flatten demand peaks and fill valleys. This not only reduces electricity costs but also optimizes the power load curve. Stable electricity prices and a reliable supply are crucial for ensuring the stable operation of the economy and society, fostering industrial development, improving the quality of life for residents, and promoting a green and low-carbon transition. Therefore, the global demand for stable energy supply and price stability is driving the rapid growth of the energy storage systems industry. Development Trends of Global ESS and Integrated DESS Solution Market  Development of Distributed Energy Storage and Integrated Solution. ESS is undergoing an expansion from centralized models to distributed models, which are widely applied among household, commercial and industrial users. The application of distributed energy storage contributes to micro-grid construction, which will improve energy utilization efficiency, enhance the reliability of power supply, and facilitate the consumption of renewable energy sources. The integrated ESS solution combines solar arrays, storage systems, and even charging stations. The application of this integrated solution eliminates the need for additional installation of a photovoltaic inverter, simplifying the installation process and reducing both hardware and software costs. This integrated design not only reduces the footprint of the equipment but also enhances the overall efficiency of the system. Moreover, it offers high flexibility, allowing users to configure the battery capacity according to their needs. Therefore, with the rapid development of distributed ESS, the integrated ESS solution is poised for broad development prospects.  Application of Artificial Intelligence in ESS Solution. In recent years, with the advancement of technologies, electrochemical energy storage technology will gradually integrate with digital technology and artificial intelligence to improve the performance of system operations. Real-time battery status monitoring allows for the early prevention of potential risks, enhancing the safety of energy storage systems. Additionally, comprehensive monitoring of electricity prices, meteorological data, and electricity usage enables smart power planning, achieving cost savings on electricity usage. Moreover, it can provide users with real-time AI intelligent services, improving the speed of demand response. Overall, the combination of artificial intelligence and energy storage systems will further promote the continuous development of the electrochemical energy storage industry.  Safety Performance Improvement. With the rapid development of electrochemical energy storage technology, safety will play a more and more essential role in the installation and operation. In spite of the increasing popularity, the electricity market mechanism is not yet improved for the application of lithium-ion battery energy storage, which results in serious INDUSTRY OVERVIEW –8 9– --- page 99 --- security risks. In the future, governments across various nations will persist in establishing comprehensive safety assessment standards for the electrochemical energy storage system, which may usher in a new round of industry reshuffle and further improve the performance of energy storage systems.  Developing Approach of Large Capacity Cells. The ESS battery industry has a significant trend towards cells with increased capacities, enhanced safety, and extended longevity. Energy storage batteries with large capacity possess several advantages, including improved energy density, reduced pack assembly components, and enhanced integration and assembly process efficiency. With the expanding capacities of ESS batteries, there is a corresponding reduction in production costs such as transportation, installation, and construction, leading to a comprehensive optimization of the entire energy storage system.  Continuous Price and Cost Reduction. With the advancement of manufacturing technologies, expansion of production scale, standardization of products and intensified competition among manufacturers, the production cost and selling price of lithium-ion batteries have witnessed a decreasing trend. In the future, as most of the market players will accumulate experience in R&D and simplify manufacturing procedures, the production cost and other indirect expenses will decrease further, which will further foster the scalable commercialization of electrochemical energy storage technology. Raw Materials Price Analysis of ESS Market The price of lithium-ion battery cells is one of the key factors determining the cost of energy storage systems. The price of lithium carbonate, a key raw material influencing the price of ESS lithium-ion battery cells, responds sharply to industry supply-demand fluctuations. From 2020 to 2022, surging global demand for new energy vehicles and energy storage systems, combined with limited lithium carbonate supply, caused a supply shortage and a sharp price surge. Consequently, the price of ESS battery cells rose rapidly during this period. From 2020 to 2022, the price of ESS battery cells increased from 0.6 RMB/Wh to 0.8 RMB/Wh. However, starting in 2023, increased lithium carbonate supply led to a price decline, which in turn led to a decrease in the price of ESS battery cells. The price of ESS battery cells declined to 0.4 RMB/Wh in 2024. Looking ahead, with the energy storage industry’s growth rate slowing and stable lithium carbonate supply, the lithium carbonate price is expected to remain low in the future, driving a corresponding drop in the price of ESS battery cells. It is estimated that in 2030, the price of ESS battery cells will decline to 0.3 RMB/Wh. This trend is pivotal for enhancing the cost-effectiveness of ESS solutions, which could, in turn, lead to a wider adoption of ESS technology. Price of ESS Battery Cells, China, 2020-2030E 2020 2021 2022 2023 2025E 2024 2027E 2028E2026E 2029E 2030E RMB/Wh 0.30.3 0.4 0.5 0.8 0.7 0.6 0.3 0.3 0.3 0.3 0.0 0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.8 0.9 Source: Frost & Sullivan INDUSTRY OVERVIEW –9 0– --- page 100 --- COMPETITIVE ANALYSIS OF GLOBAL STACKABLE ALL-IN-ONE DESS SOLUTION MARKET Competitive Landscape of Global Stackable All-in-one DESS Solution Market The global stackable all-in-one DESS solution market is dominated by Chinese companies. Since the global stackable all-in-one DESS solution market is an emerging market, the competition landscape is still uncertain. Therefore, companies with advantages in technology, products, channels, and talents are expected to further expand their market share during the forecast period. Ranking and Market Share Analysis of Global ESS Market The total number of players in the ESS market is more than 10 thousand. The ESS market is highly concentrated, with the top 5 ESS companies accounting for 53.7% of total shipment in the global in 2024. In terms of shipments of 2024, the Company shipped 0.5 GWh, representing 0.2% of the market. Ranking and Market Share of ESS, Global, 2024 Rank 1 2 3 4 5 Company H Company G Company A Company I Company J 15.5% 13.7% 10.3% 7.5% 6.7% Company Market Share 35.6 31.4 23.7 17.3 15.5 Others Total 46.3% 100.0% 106.5 230.0 The Company 0.2% 0.5 Shipment (GWh) 15.5% 46.3% 13.7% 10.3% 7.5%6.7% Company I Company J Others Company G Company A Company H Note: Company A established in 2003 is a company listed on NASDAQ and headquartered in Texas and main products include electric vehicles, solar energy products, and energy storage solutions. Company G established in 2011 is a company listed on SZSE and headquartered in Fujian, and providing solutions and services for global new energy applications. Company H established in 1997 is a company listed on SZSE and headquartered in Anhui, and main products include photovoltaic inverters, wind power converters, etc. Company I established in 1994 is a company listed on SZSE and HKEX and headquartered in Guangdong, and business includes four industries: automobiles, electronics, new energy, and rail transit. Company J established in 1959 is a company listed on HKEX and SSE and headquartered in Hunan, and business covers rail transit, new energy power generation, power electronic devices and passenger vehicle electric drives, etc. Source: Interviews with Industry Experts, Frost & Sullivan INDUSTRY OVERVIEW –9 1– --- page 101 --- Ranking and Market Share Analysis of Global DESS Market The total number of players in the DESS market is a few thousand. The DESS market is concentrated, with the top 5 DESS companies accounting for 28.5% of total shipment in the global in 2024. In terms of shipments of 2024, the Company shipped 0.5 GWh, accounting for 0.6% of the market. Ranking and Market Share of DESS, Global, 2024 Rank 1 2 3 4 5 Company M Company K Company A Company D Company L 10.6% 10.3% 3.6% 2.2% 1.8% Company Market Share 8.8 8.5 3.0 1.8 1.5 Others Total 71.5% 100.0% 59.1 82.7 The Company 0.6% 0.5 Shipment (GWh) 10.6% 66.3% 10.3% 3.6% Company D Company L Others Company K Company A Company M 2.2% 1.8% Note: Company D established in 2012 is a company listed on SSE and headquartered in Zhejiang, and main products include integrated energy storage inverters and intelligent battery management systems. Company K established in 1987 is a company headquartered in Guangdong, and providing products including cloud computing, intelligent photovoltaic and energy storage systems and residential energy storage solutions. Company L established in 2009 is a company listed on SSE and headquartered in Shanghai, and main business includes the research and development, production, and sale of lithium-ion energy storage battery systems and related products. Company M established in 2018 is a company headquartered in Shanxi, and main products include distributed energy block energy storage systems, PCS and BMS. Source: Interviews with Industry Experts, Frost & Sullivan Ranking and Market Share Analysis of Global integrated DESS Market The total number of players in the integrated DESS market is a few hundred. The integrated DESS market is concentrated, with the top 5 integrated DESS companies accounting for 38.9% of total shipment in the global in 2024. In terms of shipment in 2024, the Company shipped 0.5 GWh, accounting for 1.3% of the market. INDUSTRY OVERVIEW –9 2– --- page 102 --- Ranking and Market Share of integrated DESS Companies, Global, 2024 Rank 1 2 3 4 5 Company N Company K Company A Company O Company L 18.0% 6.4% 6.4% 5.6% 2.5% Company Market Share 6.8 2.4 2.4 2.1 1.0 Others Total 61.1% 100.0% 23.1 37.7 The Company 1.3% 0.5 Shipment (GWh) 18.0% 61.1% 6.4% 6.4% Company O Company L Others Company K Company A Company N 5.6%2.5% Note: Company N established in 2000 is a company listed on SSE and headquartered in Zhejiang and main products include photovoltaic inverters, energy storage batteries and heat exchangers. Company O established in 2011 is a company headquartered in Guangdong, and focusing on sustainable energy generation, energy storage, energy utilization, and energy digitalization. Source: Interviews with Industry Experts, Frost & Sullivan Ranking and Market Share Analysis of Global All-in-one DESS Solution Market The all-in-one DESS solution market is highly concentrated, with the top 5 all-in-one DESS solution companies accounting for 74.1% of total shipment in the global in 2024. The Company is the third largest all-in-one DESS solution company in terms of shipment in 2024, with shipment of 475 MWh, accounting for 8.2% of the market. Ranking and Market Share of All-in-one DESS Solution, Global, 2024 Rank 1 2 3 4 5 The Company Company A Company B Company C Company D 42.1% 13.2% 8.2% 5.7% 4.9% Company Market Share 2,430 765 475 327 284 Others Total 25.9% 100.0% 1,493 5,774 Shipment (MWh) 42.1% 25.9% 13.2% 8.2% 5.7% 4.9% Company C Company D Others Company A Company B The Company Note: Company B established in 2018 is a company headquartered in Staffordshire, and providing premium energy management solutions, engineering and manufacturing a portfolio of electronic equipment designed to manage energy use and production. Company C established in 2012 is a company headquartered in Jiangsu, and providing comprehensive new energy smart solutions for households, industrial and commercial plant, power stations and others. Source: Interviews with Industry Experts, Frost & Sullivan INDUSTRY OVERVIEW –9 3– --- page 103 --- The following table sets forth the product features and technologies between we and key competitors in the all-in-one DESS market. Comparative of All-in-one DESS Solution product -30~60 Stackable Yes No No Yes Yes 5~48 13.5 13.5 8.2~49.2 5~20 Technologies IP66 IP67 IP65 IP65 IP66 AI integrated Yes No No No Yes Company DCompany CCompany BCompany AThe Company Operating temperature range (ºC) Battery energy (kWh) Ingress protection rating Product Features -20~50 -10~50 -10~50 -30~53 Source: Companies’ Official Website, Frost & Sullivan Ranking and Market Share Analysis of Global Stackable All-in-one DESS Solution Market The stackable all-in-one DESS solution market is highly concentrated, with the top 5 stackable all-in-one DESS solution companies accounting for 78.9% of total shipment in the global in 2024. The Company is the largest stackable all-in-one DESS solution company in terms of shipment in 2024, with shipment of 475 MWh, accounting for 28.6% of the market. Ranking and Market Share of Stackable All-in-one DESS Solution, Global, 2024 Rank 1 2 3 4 5 The Company Company C Company D Company E Company F 2022 2012 2012 2013 2005 2023 2022 2023 2022 2023 28.6% 19.6% 17.1% 10.0% 3.6% Company Established Year Market Share 475 325 284 166 60 Others Total 21.1% 100.0% 351 1,660 Shipment (MWh) 1st Launch Year of Stackable all-in-one The Company Company C Company D 28.6% 21.1% 19.6% 17.1% 10.0% 3.6% Company E Company F Others Note: Company E established in 2013 is a company headquartered in Guangdong, and providing digital energy solutions, energy storage inverters. Company F established in 2005 is a company headquartered in Guangdong, and providing professional solar power solutions and advanced solar inverters. Source: Interviews with Industry Experts, Frost & Sullivan INDUSTRY OVERVIEW –9 4– --- page 104 --- Entry Barriers of Global Stackable All-in-one DESS Solution Market  Technology Barrier. The stackable all-in-one DESS solution combines high-tech hardware and intelligent software. While ensuring technical standards and specifications are met to achieve system safety and reliability, it is necessary to use AI technology to achieve efficient integration and collaborative control. Therefore, innovation capabilities and technical accumulation are indispensable.  Capital Barrier. High investment costs, long capital occupation time and continuous investment are reflections of capital barriers. The stackable all-in-one DESS solution involves significant investments in areas such as hybrid inverters, battery packs, and AI technologies, which require substantial funding. In addition, the operation cycle and the capital occupation time are lengthy. Upgrades and technology iterations also require continuous investment, which further raises the capital threshold.  Talent Barrier. Since the stackable all-in-one DESS solution industry is characterized by integration, cross-disciplinary team building and compound talent training are challenging. However, cross-field team building is highly dependent on long-term R&D experience and the training cycle of compound talents is also longer. Therefore, the talent barrier is higher than in other new energy fields.  Channel Barrier. The sales and installation of products in the stackable all-in-one DESS solution industry require professional distributors and installers. Currently, there are only a limited number of qualified distributors and installers in the market, who often have established long-term and stable cooperative relationships with existing leading companies. Therefore, it is difficult for new entrants to quickly establish stable sales channels, which in turn affects market entry and expansion. INDUSTRY OVERVIEW –9 5– --- page 105 --- OVERVIEW This section provides a summary of the key laws and regulations (i) applicable to our operations in the PRC, where our business activities are primarily concentrated, and (ii) in the European Union (EU), where we currently generate the majority of our revenue through a local subsidiary. PRC LAWS AND REGULATIONS This subsection sets out a summary of the most significant aspects of laws and regulations in the PRC which are material to our business operations, but it does not include a detailed analysis of PRC laws related to our business activities and operations in the PRC, or serve as all PRC laws applicable to our operations in the PRC. Principal Regulatory Authorities We develop and provide innovative energy solutions for both homes and businesses, and are subject to the supervision of the National Development and Reform Commission (the “ NDRC”), the National Energy Administration (the “ NEA”) and the Ministry of Industry and Information Technology of the PRC (the “ MIIT”). The main functions undertaken by the NDRC include: formulating and implementing strategies on national economic and social development; medium and long-term development plans and annual plans, coordinating economic and social development, working on the coordination and solution of major economic concerns and adjusting economic operation. The main functions undertaken by the NEA include: drafting draft laws and regulations for review and approval and regulations on energy development and related supervision and management, formulating and organizing the implementation of energy development strategies, plans and policies, promoting the reform of the energy system, formulating relevant reform programmes and coordinating major issues in energy development and reform. The main functions undertaken by the MIIT include: proposing development strategies and policies for new-type industrialization, coordinating and resolving major issues in the process of new-type industrialization, formulating and organizing the implementation of development plans for the industry, communications industry and information technology, and promoting the strategic adjustment and optimization and upgrading of the industrial structure. Regulations on Foreign Investment and Industrial Polices According to the Energy Law of the People’s Republic of China (‘) promulgated by the Standing Committee of the National People’s Congress (the “ SCNPC ”) on 8 November 2024 and brought into effect on January 1, 2025, China promotes the improvement of energy utilization efficiency, encourages the development of distributed energy and integrated energy services such as multi-energy complementary and multi-energy combined supply, actively promotes market-based energy conservation services such as contractual energy management, and raises the level of cleaner, lower-carbon, more efficient and smarter end-use energy consumption. According to the Energy Conservation Law of the PRC (‘) promulgated by SCNPC on 1 November 1997 and latest amended on 26 October 2018, China encourages the development, production and use of energy saving and environmentally friendly cars, motorbikes, railway locomotives, ships and other transport vehicles, and implements the elimination and upgrading system to old transport vehicles. In addition, China encourages the development, expansion and use of clean fuels and petroleum alternative fuels by transport vehicles. REGULATORY OVERVIEW –9 6– --- page 106 --- According to the New Energy Storage Development Plan During China’s “14th Five-Year Plan” Period ( “ɤ̬ʞ”‘) jointly promulgated by the NDRC and the NEA on January 29, 2022, by 2025, new energy storage will expand from the initial stage of commercialization to the stage of scale development and be ready for large-scale commercial application. By 2030, new energy storage will be developed on a fully market-oriented basis, and diversified technology development will be promoted. According to the Guiding Opinions on Accelerating the Development of New Energy Storage (ኬจԈ‘), which were jointly promulgated by the NDRC and the NEA on July 15, 2021 and came into effect on the same day, the PRC will strive to build a clean, low-carbon, safe and efficient energy system, and seek to drive down the cost and advance the commercial-scale application of more mature new energy storage technologies, in an effort to achieve carbon peak and carbon neutrality. By 2025, it will realize the transition from the early stage of commercialization to scale development of new energy storage. By 2030, it will realize the full market-oriented development of new energy storage, and new energy storage will become one of the key supports for carbon peak and carbon neutrality in the energy sector. According to the Notice of the 14th Five-Year Plan for Circular Economy Development ( “ɤ ̬ʞ”‘), which was issued by the NDRC on July 1, 2021 and came into effect on the same day, in order to vigorously develop circular economy, promote resource conservation and intensive use, and build a resource recycling industrial system and recycling system of waste materials. According to the Outline of the 14th Five-Year Plan for National Economic and Social Development and Long-Range Objectives for 2035 (ୋɤ̬ ʞϋ஝ྌձ2035‘) approved by the National People’s Congress (“ NPC”) and brought into effect on March 12, 2021, from 2021 to 2025, China will promote the energy revolution, accelerate the development of non-fossil energy, vigorously increase the scale of photovoltaic power generation, and increase the proportion of non-fossil energy consumption in total energy consumption to about 20%. Regulations on Import and Export of Goods The Foreign Trade Law of the PRC (‘) was promulgated by the SCNPC on May 12, 1994, which was most recently amended on December 30, 2022 and came into effect on the same date. Before December 30, 2022, any foreign trade business operator engaged in the import and export of goods or technologies must go through the record filing and registration formalities with the MOFCOM or the agency entrusted by the MOFCOM, however, according to the latest amendment, such record filing and registration formalities are no longer required from December 30, 2022. According to the Customs Law of the PRC (‘) promulgated by the SCNPC on January 22, 1987 and last amended on April 29, 2021, the General Administration of Customs of the PRC (the “ GACC”) is Chinese entry and exit customs supervision and administration authority. According to the relevant laws and administrative regulations, the Customs supervises the transportation vehicles, goods, luggage, postal articles and other articles entering and leaving the country, collects customs duties and other taxes and fees, prevents and counters smuggling, compiles customs statistics and handles other customs operations. Customs declaration entities refer to the consignees and consignors of import and export goods and customs declaration enterprises recorded with the customs. The consignee or the consignor of imports or exports may complete the declaration formalities for inspection on its own or by entrusting a declaration agency enterprise to complete the declaration formalities for inspection and complete the filing formalities with the immigration inspection and quarantine authorities in accordance with the law. REGULATORY OVERVIEW –9 7– --- page 107 --- Regulations on Product Quality and Consumers Protection According to the Product Quality Law of the PRC (‘) promulgated by the SCNPC on February 22, 1993 and last amended on December 29, 2018, the market supervision and administration department under the State Council is in charge of the national supervision of product quality, a manufacturer is prohibited from producing or selling products that do not meet applicable standards and requirements for safeguarding human health and ensuring human and property safety. Products must be free from unreasonable dangers threatening human and property safety. Where a defective product causes physical injury to a person or property damage, the aggrieved party may make a claim for compensation from the producer or the seller of the product. Producers and sellers of non-compliant products may be ordered to cease the production or sale of the products and could be subject to confiscation of the products and/or fines. Earnings from sales in contravention of such standards or requirements may also be confiscated, and in severe cases, an offender’s business license may be revoked. Regulations on Production Safety According to the Work Safety Law of the PRC (‘) promulgated on June 29, 2002, last amended on June 10, 2021 with effect on September 1, 2021, business entities shall strengthen their work safety management, enhance work safety conditions, promote work safety standardization and improve work safety levels. Entities which cannot meet the safety conditions prescribed by laws, regulations and national or industry standards shall not engage in production or other business activities. To ensure work safety rules are observed in the production process, business entities shall establish and improve their work safety responsibility systems and work safety policies which specify responsible person(s) at each position, the scope of duties and evaluation criteria. Business entities shall provide their employees with labor protection equipment and work safety training. Where the primary person-in-charge of a business entity fails to perform his or her duties in respect of work safety, he or she would be subject to legal liabilities, depending on the seriousness of the relevant work safety accidents. Construction Projects According to the Regulation on the Administration of Environmental Protection of Construction Projects (ᚐ၍ଣૢԷ‘) promulgated by the State Council on November 29, 1998, amended on July 16, 2017 and came into effect on October 1, 2017, the Interim Measures for Environmental Protection Acceptance Examination Upon Completion of Construction Projects (‘), which was promulgated by the Ministry of Environmental Protection (dissolved) on November 20, 2017 and came into effect on the same day, and the Environmental Impact Assessment Law of the People’s Republic of China ( ʕശɛ͏΍ ‘), which was promulgated by the SCNPC on December 29, 2018 and came into effect on the same day, the PRC implements a system to assess the environmental impact of construction projects. The construction entity shall submit an environmental impact report or an environmental impact statement for approval prior to the commencement of the construction project, or an environmental impact registration form as required by the environmental protection administrative department of the State Council for record. In addition, after the completion of a construction project for which an environmental impact report or an environmental impact statement has been prepared, the construction entity shall, in accordance with the standards and procedures prescribed by the competent administrative department of environmental protection under the State Council, conduct acceptance checks on the supporting environmental protection facilities and prepare an acceptance report. For construction projects that are constructed in phases or put into production or used in phases, the corresponding environmental protection facilities shall be inspected and accepted in phases. The construction projects can only be put into production or use after the completed supporting environmental protection facilities have passed the acceptance inspection. Facilities that have not been carried out or have not passed the acceptance examination shall not be put into production or use. REGULATORY OVERVIEW –9 8– --- page 108 --- Pollution Permit According to the Environmental Protection Law and the Regulation on the Administration of Pollutant Discharge Licensing ( રϮ஢̙၍ଣૢԷ‘), which was promulgated by the State Council on January 24, 2021, and came into effect on March 1, 2021, enterprises, business units and other producers and operators that implement the pollutant discharge licensing management shall discharge pollutants according to the requirements of the pollutant discharge license, and shall not discharge pollutants without obtaining the pollutant discharge license. The competent environmental protection authorities impose various administrative penalties on individuals or enterprises in violation of the Environmental Protection Law. Regulations on Internet Information Security and Privacy Protection On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of PRC ( ʕശɛ͏ ‘) (the “ Cybersecurity Law ”), effective as of June 1, 2017, which applies to the construction, operation, maintenance and use of networks as well as the supervision and administration of cybersecurity in the PRC. The Cybersecurity Law defines “network” as a system comprising computers or other information terminals and relevant facilities used for the purpose of collecting, storing, transmitting, exchanging and processing information in accordance with specific rules and procedures. No individual or organization may engage in activities that threaten cybersecurity such as unlawful intrusion into others’ networks, interfering with the normal functions of others’ network and stealing network data, provide programs or tools for such intrusions, interference or stealing, or provide any assistance such as technical support, advertisement, payment or settlement for any other person if the individual or organization is fully aware that such person engages in an activity endangering cybersecurity. On June 10, 2021, the SCNPC promulgated the PRC Data Security Law ( ʕശɛ͏΍ձ਷ ‘) (the “ PRC Data Security Law ”), which took effect in September 2021. The PRC Data Security Law introduces a data classification and hierarchical protection system based on the materiality of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of persons or entities when such data is tampered with, destroyed, divulged, or illegally acquired or used. It also provides for a security review procedure for the data activities which may affect national security. On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC (‘) (the “ Personal Information Protection Law ”), which took effect from 1 November 2021. The Personal Information Protection Law stipulates, among other things, the circumstances under which a personal information processor could process personal information, including: (i) with the consent of individual; (ii) if necessary for the execution or performance of a contract to which the individual is a party, or for the implementation of human resources management in accordance with the labor rules and regulations formulated in accordance with the law and the collective contract concluded in accordance with the law; (iii) if necessary to fulfil statutory duties and statutory obligations; (iv) in order to respond to public health emergencies or protect natural persons’ life, health and property safety under emergency circumstances; (v) such information that has been made public is processed within a reasonable scope in accordance with this law; (vi) personal information is processed within a reasonable scope to conduct news reporting, public opinion-based supervision, and other activities in the public interest; or (vii) under any other circumstance as provided by any law or regulation. Regulations on Intellectual Property Patent According to the Patent Law of the PRC (‘), which was promulgated by the SCNPC on March 12, 1984, last amended on October 17, 2020 and came into effect on June 1, 2021, and the Implementation Regulations for the Patent Law of the PRC ( ʕ REGULATORY OVERVIEW –9 9– --- page 109 --- ‘), which promulgated by the State Council on December 21, 1992, last amended on December 11, 2023 and came into effect on January 20, 2024, patents are divided into 3 categories, i.e. inventions, utility models and designs. Trademark The Trademark Law of the PRC (‘), which was promulgated by the SCNPC on August 23, 1982, last amended on April 23, 2019 and came into effect on November 1, 2019, and the Implementation Rules of the Trademark Law of the PRC (ج ૢԷ‘), which was promulgated by the State Council on August 3, 2002, last amended on April 29, 2014 and came into effect on May 1, 2014, stipulate the application, examination and approval, renewal, alternation, transfer, use and invalidation of trademark registration, and protect the trademark rights entitled to trademark registrants. Copyright According to the Regulations on the Computer Software Protection (ᚐૢ Է‘), which was promulgated by the State Council on December 20, 2001, last amended on January 30, 2013 and came into effect on March 1, 2013, and the Measures for the Computer Software Copyright Registration (‘), which were promulgated by the National Copyright Administration on February 20, 2002 and last amended on June 18, 2004, the National Copyright Administration shall be the competent governmental authority for the nationwide administration of software copyright registration and the Copyright Protection Center of China is designated as the software registration authority which shall grant registration certificates to the computer software copyrights applicants according to aforesaid Regulations and Measures. Domain Names According to the Administrative Measures for Internet Domain Names ( ʝᑌၣਹΤ၍ଣ፬ ‘), which was promulgated by the MIIT on August 24, 2017 and came into effect on 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 service. 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. Trade Secrets According to the PRC Anti-Unfair Competition Law (‘), promulgated by the SCNPC in September 1993, most recently amended on April 23, 2019, the term “trade secrets” refers to technical and business information that is unknown to the public, has utility, may create business interests or profits for its legal owners or holders, and is maintained as a secret by its legal owners or holders. Under the PRC Anti-Unfair Competition Law, businesses are prohibited from infringing others’ trade secrets by: (1) acquiring a trade secret from the right holder by theft, bribery, fraud, coercion, electronic intrusion, or any other means; (2) disclosing, using, or allowing another person to use a trade secret acquired from the right holder by any means as specified in the item (1) above; (3) disclosing, using, or allowing another person use a trade secret in its possession, in violation of its confidentiality obligation or the requirements of the right holder for keeping the trade secret confidential; (4) abetting a person, or tempting another person into or in acquiring, disclosing, using, or allowing another person to use the trade secret of the right holder in violation of his or her non-disclosure obligation of the requirements of the right holder for REGULATORY OVERVIEW – 100 – --- page 110 --- keeping the trade secret confidential. If a third party knows or should have known of the above-mentioned illegal conduct but nevertheless obtains, uses or discloses trade secrets of others, the third party may be deemed to have committed a misappropriation of the others’ trade secrets. The parties whose trade secrets are being misappropriated may petition for administrative corrections, and regulatory authorities may stop any illegal activities and fine infringing parties. Regulations on Employment, Social Insurance and Housing Provident Fund Employment According to the Labor Law of the PRC (‘) promulgated by the SCNPC on July 5, 1994 and last amended on December 29, 2018, the Labor Contract Law of the PRC (‘) promulgated by the SCNPC on June 29, 2007, which was last amended on December 28, 2012 and came into effect on July 1, 2013, and the Implementing Regulations of the Labor Contracts Law of the PRC (ૢԷ‘) promulgated by the State Council on September 18, 2008 and came into effect on the same day, labor relationships between employers and employees must be executed in written form. Employers are prohibited from forcing employees to work above certain time limits and employers must pay employees for overtime work in accordance with national regulations. In addition, employee wages must not be lower than local standards on minimum wages and must be paid to employees in a timely manner. According to the Notice on Issues relating to Confirmation of Labor Relationship (ᆽ ‘) promulgated by the Ministry of Labor and Social Security (dissolved) on May 25, 2005 and came into effect on the same day, a labor relationship shall be deemed to be concluded under the following circumstances, even if the employer does not enter into a written contract with the worker, (i) the employer and the worker satisfy the requirements on eligibility prescribed by the laws and regulations, (ii) the employer has, in accordance with the law, formulated such labor regulations and requirements which apply to the worker; the worker is subject to labor management by the employer and engages in remunerated labor work arranged by the employer, and (iii) the labor provided by the worker is a component of the employer’s business. Social Insurance The PRC Social Insurance Law (‘) (the “ Social Insurance Law”), promulgated by the SCNPC on October 28, 2010 and last amended on December 29, 2018, has established social insurance systems of basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance and maternity insurance and has elaborated in detail the legal obligations and liabilities of employers who fail to comply with relevant laws and regulations on social insurance. According to the Social Insurance Law and the Provisional Regulations on Collection and Payment of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБૢ Է‘), which was promulgated by the State Council on January 22, 1999, last amended on March 24, 2019 and came into effect on the same day, enterprises shall register social insurance with local social insurance and pay or withhold relevant social insurance for or on behalf of its employees. Any employer that fails to make social insurance contributions may be ordered to rectify the non-compliance and pay the required contributions within a prescribed time limit and be subject to a late fee. If the employer still fails to rectify the failure to make the relevant contributions within the prescribed time, it may be subject to a fine ranging from one to three times the amount overdue. Housing Provident Fund According to the Regulation on the Administration of Housing Provident Fund (ʮጐ ၍ଣૢԷ‘) promulgated by the State Council on April 3, 1999, and last amended on March 24, 2019, enterprises must register at the designated administrative centers and open bank accounts for depositing employees’ housing provident fund. Employers and employees are also required to pay and deposit housing provident fund, with an amount no less than 5% of the monthly average salary REGULATORY OVERVIEW – 101 – --- page 111 --- of the employee in the preceding year in full and on time. In case of overdue payment or underpayment by employers, orders for payment within a specified period will be made by the housing fund management center. Where employers fail to make payment within such period, enforcement by the people’s court will be applied. In case of failure to register and open accounts for depositing employees’ housing provident fund, the housing fund management center shall order employers to go through the formalities within a specified period, where employers fail to do such formalities within the prescribed time, a fine of not less than RMB10,000 nor more than RMB50,000 shall be imposed. Regulations Relating to Taxation Enterprise Income Tax According to the Enterprise Income Tax Law of the People’s Republic of China ( ʕശ ɛ͏ ‘) amended by the SCNPC and becoming effective on December 29, 2018, and the Regulations on the Implementation of the Enterprise Income Tax Law of the People’s Republic of China (ૢԷ‘) amended by the State Council and becoming effective on April 23, 2019, an enterprise, which is established within the territory of PRC according to law or established as per the laws of a foreign country (region) but has an actual management office within the territory of PRC, is a resident enterprise. A resident enterprise shall pay enterprise income tax for the income derived from both inside and outside the PRC at a rate of 25%. An enterprise income tax preference shall be granted to industries and projects strongly supported and encouraged by China; an enterprise income tax shall be levied on high-tech enterprises at a reduced rate of 15%. V alue-added Tax Pursuant to the Provisional Regulations of the People’s Republic of China on Value-added Tax (೼ᅲБૢԷ‘) amended by the State Council and becoming effective on November 19, 2017, and the Detailed Rules for the Implementation of the Provisional Regulations of the People’s Republic of China on Value-added Tax (୚ ‘) amended by the Ministry of Finance on October 28, 2011, and becoming effective on November 1, 2011, all taxpayers engaging in sale of goods, provision of processing services, repairs and replacement services, sales services, intangible assets, real estate or importation of goods within the territory of PRC shall pay value-added tax. A tax rate of 17% shall apply for general taxpayers selling goods and services, leasing tangible movable assets or importing goods, while the applicable rate for the export of goods by taxpayers shall be nil, unless otherwise stipulated. Regulations on Foreign Exchange According to the Foreign Exchange Administration Regulations of the PRC ( ʕശɛ͏΍ձ ਷̮ි၍ଣૢԷ‘) promulgated on January 29, 1996 and amended on January 14, 1997 and August 5, 2008, the RMB is generally freely convertible for current account items, including the distribution of dividends, trade and service related foreign exchange transactions, but not for capital account items, such as direct investment, loan, repatriation of investment and investment in securities outside the PRC, unless the prior approval of the State Administration of Foreign Exchange (the “ SAFE”) or its designated banks is obtained. According to the Notice of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts (࢕ ‘) promulgated on June 9, 2016, the settlement of foreign exchange receipts under the capital account (including but not limited to foreign exchange capital and external debts and funds recovered from overseas listing) may convert from foreign currency into RMB on a self-discretionary basis. The ratio of the discretionary exchange rate of foreign exchange receipts under the domestic capital account is tentatively set at 100%. The SAFE may adjust the above ratio in due course according to the balance of payment status. REGULATORY OVERVIEW – 102 – --- page 112 --- Regulations Related to Overseas Securities Offering and Listing by Domestic Enterprises On February 17, 2023, the China Securities Regulatory Commission (the “ CSRC”) issued the Trial Measures for the Administration of Overseas Securities Offering and Listing by Domestic Enterprises (‘) (the “ Trial Measures for Administration ”) and the 5 ancillary guidelines, which have come into effect since March 31, 2023. The trial measures comprehensively improve and reform the current regulatory system for overseas offering and listing of securities by domestic enterprises, and regulate the direct and indirect offering and listing of securities overseas by domestic enterprises through the adoption of a regulatory system based on filing. According to the Trial Measures for Administration, the issuer shall submit the required filing documents to the CSRC within three working days after the overseas listing application is submitted to the relevant overseas regulator or listing venue. Once the filing documents are complete and in compliance with the stipulated requirements, the CSRC will, within 20 working days, conclude the review procedure and publish the filing results on the CSRC website. To the extent the filing documents are incomplete or do not conform to stipulated requirements, the CSRC will, within five working days upon receipt of filing documents, request supplementation and amendment to the filing. Then the issuer has 30 days to prepare any requested supplemented/amended filing. In addition, following the listing in an overseas market, the issuer shall submit a report to the CSRC within three working days after the occurrence and public disclosure of the following events involving the issuer: (1) change of control; (2) investigations or sanctions imposed by overseas regulators; (3) change of listing status or transfer of listing market; and (4) voluntary or involuntary delisting. On February 24, 2023, the CSRC and other relevant government authorities promulgated the Provisions on Strengthening Confidentiality and Archives Administration for Overseas Securities Offering and Listing by Domestic Enterprises (੗ ‘) (the “ Confidentiality Provisions ”), which became effective from March 31, 2023. Pursuant to Confidentiality Provisions, a domestic enterprise must obtain approval from the competent departments with the authority to examine and approve, in accordance with the laws, and file a record with the administrative department for confidentiality at the same level, when providing or publicly disclosing, or providing or public disclosing through its overseas listed entities, documents and information involving secrets of China and work secrets of the organizations of China to relevant securities companies, securities service institutions, overseas regulatory authorities, and other entities and individuals. Domestic enterprises shall perform relevant procedures in compliance with the relevant provisions of China when providing accounting files or copies of accounting files to relevant securities companies, securities service institutions, overseas regulatory authorities, and other entities and individuals. The working papers generated domestically by securities companies and securities service institutions, which provide services in respect of overseas offering and listing for domestic enterprises, shall be stored within the territory. Those that need to transmit working papers outbound shall go through examination and approval formalities in accordance with the relevant provisions of China. EU LAWS AND REGULATIONS Directive 2014/35/EU (Low Voltage Directive) Under Directive 2014/35/EU (Low V oltage Directive), which took effect on April 20, 2016, electrical equipment between 50 – 1000V AC and 75 – 1500V DC must meet essential safety requirements as detailed in the directive. The Directive lays down the responsibilities of manufacturers, importers and distributors regarding the sale of electrical equipment designed for use within certain voltage limits: – all electrical equipment on sale in the EU must bear the CE conformity marking to show it meets all the essential safety requirements of EU legislation; REGULATORY OVERVIEW – 103 – --- page 113 --- – before obtaining the CE marking, the manufacturer must conduct a safety and conformity assessment, establish the technical documentation demonstrating the compliance of the equipment and issue and sign an EU declaration of conformity; – importers must check whether manufacturers have carried out the conformity assessment procedure correctly and inform the authority monitoring safety if they consider that equipment does not conform to the essential safety requirements; – the EU declaration of conformity and the technical documentation must be kept for 10 years; – instructions and safety information must be written in a language easily understood by end users as determined by the national regulatory authority; – manufacturers and importers must indicate their contact details on their electrical equipment; Regulation (EU) 2016/631 (establishing a network code on requirements for grid connection of generators) This Regulation came into effect on May 17, 2016. It applies to power-generating modules and regulates the minimum periods for which a power-generating module must be capable of operating on different frequencies, deviating from a nominal value, without disconnecting from the network. The grid operator applies the applicable standards to power-generating modules. These modules cannot connect to the grid unless they meet the conditions of the Regulation. Inverters are type A power-generating modules as defined in the Regulation. Approved type A modules are reflected in the grid operators’ national network codes. Regulation (EU) 2024/1252 (European Critical Raw Materials Act) The Regulation (EU) 2024/1252 was published on May 3, 2024. Its general objective is to improve the functioning of the internal market by establishing a framework to ensure the Union’s access to a secure, resilient, and sustainable supply of critical raw materials, including by fostering efficiency and circularity throughout the value chain. It aims to diversify the Union’s imports of strategic raw materials (e.g., lithium, manganese, graphite, and nickel) to ensure that, by 2030, the Union’s annual consumption of each strategic raw material at any relevant stage of processing can rely on imports from several third countries (e.g., China) and that no third country accounts for more than 65 % of the Union’s annual consumption of such a strategic raw material. Regulation (EU) 2023/1542 (European Battery Regulation) Regulation (EU) 2023/1542 has been applied since 18 February 2024 to all batteries, including industrial batteries, starting, lighting and ignition batteries, batteries for light means of transport (LMT), portable batteries and all-electric vehicle (EV) batteries. The regulation applies to energy storage systems. It regulates the targets for lithium recovery from waste batteries — 50% by the end of 2027 and 80% by the end of 2031 — which can be amended to take into account market and technological developments and the availability of lithium. It also sets out targets for the recovery of cobalt, copper, lead and nickel — 90% by the end of 2027 and 95% by the end of 2031. REGULATORY OVERVIEW – 104 – --- page 114 --- The Regulation also regulates minimum levels of recycled content for industrial batteries, starting, lighting and ignition batteries and EV batteries — 16% for cobalt, 85% for lead, 6% for lithium and 6% for nickel from August 18, 2031. Furthermore, recycling efficiency targets are set out — 80% for nickel-cadmium batteries, 75% for lead-acid batteries, 65% for lithium-based batteries and 50% for other waste batteries, by the end of 2025; for lead-acid batteries and lithium-based batteries, additional higher targets are set from the end of 2030. Waste Electrical and Electronic Equipment Directive (WEEE) 2012/19/EU: This applicable Directive came into effect on August 13, 2012 and aims to protect the environment and human health by encouraging sustainable production and consumption. It applies to electrical equipment. This is equipment dependent on electric currents or electromagnetic fields to work properly and equipment for generating, transferring, and measuring such currents and fields, designed for use with a voltage rating not exceeding 1,000 volts for alternating current and 1,500 volts for direct current. It regulates that distributors are responsible for ensuring that when supplying a new product, the waste product can be returned to the distributor free of charge on a one-to-one basis as long as the equipment is of equivalent type and has fulfilled the same functions as the supplied equipment. Producers and/or distributors might also be required to provide some information, e.g., in the instructions for use, at the point of sale, and through public awareness campaigns. Directive 2024/1275 (Energy Performance Building Directive) This Directive came into effect on January 1, 2025. The Directive sets rules for EV charging infrastructure in office and residential buildings that are not publicly accessible. Member States shall ensure that recharging points are capable of smart recharging and, where appropriate, bidirectional recharging and that they are operated based on non-proprietary and non-discriminatory communication protocols and standards, in an interoperable manner and in compliance with any European standards and delegated acts adopted under Article 21(2) and (3) of Regulation (EU) 2023/1804 (Alternative Fuels Regulation). Directive (EU) 2014/30 (EMC-Directive) This Directive came into effect on April 18, 2014 and aims to ensure that electrical and electronic equipment complies with adequate electromagnetic compatibility in the European Union. This Directive regulates the following obligations: Importers must check whether manufacturers have conducted conformity assessments correctly and inform the national body responsible for market surveillance if they consider that the apparatus does not conform with the essential requirements. They must also ensure that the manufacturer has drawn up the technical documentation, that the apparatus bears the CE marking and that the required documents and information accompany it. Distributors must verify that the apparatus bears the CE marking and is accompanied by the required documents and information. All necessary documentation must be kept for 10 years. REGULATORY OVERVIEW – 105 – --- page 115 --- Manufacturers, importers and distributors must provide information and documentation to demonstrate conformity in a language easily understood by the competent national authority. Manufacturers and importers must indicate their postal address on the apparatus or, where that is not possible, on its packaging or in a document accompanying the apparatus. Directive 2014/53 (Radio Equipment Directive) This Directive came into effect on June 13, 2016. It establishes a regulatory framework for making radio equipment available on the EU market and putting it into service in the EU. Wi-Fi and 4G communication modules that are part of our products are considered to be radio equipment per the directive. The directive regulates radio equipment product safety. The products’ Wi-Fi and 4G communication modules must meet the essential requirements in Article 3 and be constructed to operate by the frequency regulations of at least one member state. Before placing radio equipment on the EU market, Sigenergy will need to ensure that the manufacturer has carried out the appropriate conformity assessment procedure and that the radio equipment is so constructed that it can be operated in at least one Member State without infringing applicable requirements on the use of radio spectrum. They shall ensure that the manufacturer has drawn up the technical documentation, that the radio equipment bears the CE marking and is accompanied by the information and documents referred to in Article 10(8), (9) and (10), and that the manufacturer has complied with the requirements set out in Article 10(6) and (7). As of August 1, 2024, the communication modules need to meet the cybersecurity requirements of the directive in Article 3(3), point d. The directive requires that Radio equipment does not harm the network or its functioning nor misuse network resources, thereby causing an unacceptable degradation of service. Regulation (EU) 2024/2847 (Cyber Resilience Act) This Regulation will apply as of December 11, 2027. It lays down: (a) rules for the making available on the market of products with digital elements to ensure the cybersecurity of such products; (b) essential cybersecurity requirements for the design, development and production of products with digital elements and obligations for economic operators in relation to those products concerning cybersecurity; (c) essential cybersecurity requirements for the vulnerability handling processes put in place by manufacturers to ensure the cybersecurity of products with digital elements during the time the products are expected to be in use, and obligations for economic operators in relation to those processes; and (d) rules on market surveillance, including monitoring and enforcing the rules and requirements in this Article. “Products with digital elements” are software or hardware products with remote data processing solutions (e.g. a mobile app and back-end). REGULATORY OVERVIEW – 106 – --- page 116 --- Regulation (EU) 2023/2854 (Data Act) This Regulation will apply as of September 12, 2025. It lays down harmonised rules on: (a) the making available of product data and related service data to the user of the connected product or related service; (b) the making available of data by data holders to data recipients; (c) the making available of data by data holders to public sector bodies, the Commission, the European Central Bank and Union bodies, where there is an exceptional need for those data for the performance of a specific task carried out in the public interest; (d) facilitating switching between data processing services, introducing safeguards against unlawful third-party access to non-personal data, and (e) the development of interoperability standards for data to be accessed, transferred and used. A ‘connected product’ is an item that obtains, generates or collects data concerning its use or environment and that can communicate product data via an electronic communications service, physical connection or on-device access and whose primary function is not the storing, processing or transmission of data on behalf of any party other than the user. Our products are in scope as data is generated concerning their use and communicated via a back-end to an app. TRADE REGULATIONS AND TARIFFS During the Track Record Period, the majority of our revenue was derived from overseas markets. Accordingly, any trade restrictions (including anti-dumping duties, new tariffs or quota fees) imposed by jurisdictions where we operate may materially affect the pricing of our products supplied to such markets. Changes to trade policies, treaties or tariffs in these jurisdictions could adversely impact our business and financial condition. We may also face protectionist policies, which could, among other things, hinder our ability to execute business strategies and place us at a competitive disadvantage relative to domestic companies in other jurisdictions. The imposition of any trade restrictions (such as anti-dumping duties or new tariffs) by certain countries or regions against China could materially affect our product sales. For example, recently, the United States proposed to impose multiple rounds of tariffs on a wide range of goods imported from multiple countries, including China, and China responded with retaliatory tariffs. Since February 2025, both countries raised reciprocal tariffs on each other’s imported goods to 125%. However, on May 12, 2025, both the U.S. and China modified these tariff measures: the U.S. removed the 125% tariff and temporarily reduced tariffs on Chinese goods to 10% by suspending a 24% duty for 90 days. The PRC government announced the same tariff adjustments, removing the 125% retaliatory tariff and cutting tariffs on U.S. goods from 34% to 10% for the same period. These policies have adversely affected the global economy and financial markets. On August 12, 2025, both the U.S. and China announced the extension of these tariff measures for another 90 days. On October 30, 2025, the United States announced it would further reduce tariffs by 10% but otherwise the tariffs by China and the United States remains in place. Further, on February 20, 2026, the U.S. Supreme Court held that the International Emergency Economic Power Act does not authorize the U.S. President to impose tariffs. REGULATORY OVERVIEW – 107 – --- page 117 --- OVERVIEW Our Company was established in the PRC with limited liability on May 24, 2022. On January 13, 2025, our Company was converted into a joint stock limited company with a registered capital of RMB22,156,188 and was renamed as Sigenergy Technology Co., Ltd. (อঐ๕(ɪऎ)΅Ϟ ʮ̡). Under the leadership of our Founder, Mr. Xu, the Chairman of the Board, an executive Director and our Chief Executive Officer, two years after our founding, we have become the world’s No. 1 provider of stackable all-in-one DESS solutions as measured by product shipments according to Frost & Sullivan. For more details of Mr. Xu, please see the section headed “Directors, Supervisors and Senior Management.” MILESTONES The following table summarizes our key milestones since our establishment: Time Milestone May 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company was established in the PRC. June 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We conducted the series seed financing of RMB5 million. July-December 2022 /H1118/H1118We conducted the series A1 to A3 financings of RMB540 million in total. March 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We received the Red Dot Design Award for SigenStor . June 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our global brand and product were officially launched. September 2023 /H1118/H1118/H1118/H1118/H1118Our “AI + Solar Storage and Charging” factory was accredited as the “Smart Factory” by the Lingang New Area Management Committee of Shanghai. November 2023 /H1118/H1118/H1118/H1118/H1118We launched Sigen AI features on our mySigen App. December 2023 /H1118/H1118/H1118/H1118/H1118/H1118We conducted the series B financing of RMB140 million. January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118We conducted the series B1 financing of RMB30 million. April 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We received the Red Dot Design Award for our Sigen EV AC charger. June 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We launched comprehensive solutions tailored for commercial and industrial (C&I) applications, and we plan to launch new offerings for C&I and utility-scale power station scenarios. We implemented the world’s first all-in-one V2X solution. August 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We were named as the “High-quality Energy Storage Enterprise in 2024” at Solar PV & Energy Storage World Expo. September 2024 /H1118/H1118/H1118/H1118/H1118We launched Sigen Cloud management platform. May 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We unveiled our solar-plus-storage solutions covering all scenarios from residential to commercial and industrial applications, together with the launch of the next-generation smart energy management platform — mySigen APP 3.0 at Intersolar Europe 2025. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 108 – --- page 118 --- OUR MAJOR SUBSIDIARIES Set forth below are details of each of our major subsidiaries which made a material contribution to our results of operations during the Track Record Period. All of them had been wholly owned by the Company since their establishment and up to the Latest Practicable Date. Name of subsidiary Place of incorporation Registered/Issued share capital Date of incorporation and commencement of business Principal business Shanghai Sigenergy (ܠ ๕) PRC RMB100 million December 7, 2022 Research, development and manufacturing of products Sige Cloud (ථ) PRC RMB10 million September 5, 2022 Sales of products Jiangsu Sigenergy (ࣸܠPRC RMB200 million July 5, 2024 Manufacturing of products Shanghai Sige Digital (ܠ ᅰο) PRC RMB100 million May 12, 2025 Research, development and manufacturing of products Sigenergy Technology (Hong Kong) Limited Hong Kong US$1 March 2, 2023 Sales of products Sigenergy Technology B.V . Netherlands EUR100,000 August 16, 2023 Sales of products PointGuard Energy Inc. United States US$10,000 August 15, 2023 Sales of products Sigenergy Australia Pty Ltd Australia AUD1,000 August 3, 2023 Sales of products For share capital changes of our subsidiaries during the two years immediately preceding the date of this Prospectus, see “Statutory and General Information — 1. Further Information about Our Company — Changes in the Share Capital of Our Subsidiaries.” Save as disclosed above, there were no share capital changes in our subsidiaries during the Track Record Period and up to the Latest Practicable Date. CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES (1) Establishment and early shareholding changes of our Company We were established as a limited liability company in the PRC on May 24, 2022 with an initial registered capital of RMB10 million. After certain initial shareholding changes, our Company was held by the following Shareholders: Shareholders Registered capital subscribed Corresponding equity interest in the Company Mr. Xu (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB1,500,000 15.00% Mr . Xu’s Controlled Entities (2) – Jiaxing Ouji (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/H1118RMB1,500,000 15.00% – Jiaxing Gulin (2)(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB1,833,000 18.33% – Jiaxing Mailin (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB3,000,000 30.00% – Jiaxing Maita (2)(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB500,000 5.00% Jiaxing Qianzhusong (3)(4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB1,667,000 16.67% 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/H1118RMB10,000,000 100.00% HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 109 – --- page 119 --- Notes: (1) Since the establishment of the Company to October 2023, Mr. Xu’s entire equity interests in the Company were held through his mother-in-law and/or his spouse, Ms. Yang Ting. Such nominee shareholding arrangements had been terminated and the restorations were completed in October 2023. Ms. Yang Ting is our non-executive Director. For details, see “Directors, Supervisors and Senior Management”. (2) Jiaxing Ouji and Jiaxing Gulin are our Employee Incentive Platforms and Jiaxing Mailin and Jiaxing Maita are Mr. Xu’s investment holding platforms. Since the establishment of each of Mr. Xu’s Controlled Entities to August 2023, Mr. Xu’s equity interests in each of Mr. Xu’s Controlled Entities were held through his parents-in-law and/or his spouse. Such nominee shareholding arrangements had been terminated and the restorations were completed in August 2023. Pursuant to the nominee shareholding agreements entered into among (a) Mr. Xu and (b) his parents-in-law and/or Ms. Yang Ting, Mr. Xu, as the beneficial owner of relevant equity interests in the Company, was entitled to shareholder rights and assumes shareholder obligations in accordance with the PRC Company Law and the articles of association of the Company, including the voting rights attached to the relevant Shares, the rights to dispose the relevant Shares and rights to receive dividends. There was no monetary consideration paid for such nominee shareholding arrangements. As of the Latest Practicable Date, there had been no legal proceedings among Mr. Xu, Mr. Xu’s Controlled Entities or his nominees in respect of the historical nominee shareholding arrangements. Our PRC Legal Adviser has confirmed that the nominee shareholding arrangements do not violate any applicable mandatory PRC laws and regulations. (3) At the time of establishment of our Company, we were held by (a) Mr. Xu (through the above nominee shareholding arrangements and his controlled entities) as to 75%, (b) Jiaxing Qianzhusong as to 15%, and (c) Ms. Lei Tao, an Independent Third Party, as to 10%. To facilitate the Company’s administration of Shareholders, shortly after our establishment, in June 2022, pursuant to the share transfer agreements entered into among (a) Ms. Lei Tao and (b) each of Jiaxing Gulin, Jiaxing Maita and Jiaxing Qianzhusong, Ms. Lei Tao transferred 50%, 33.3% and 16.7% of her equity interests in the Company to Jiaxing Maita, Jiaxing Gulin and Jiaxing Qianzhusong at nil consideration, respectively. The consideration was determined after arm’s-length negotiation among the parties, having considered that the registered capital subscribed by Ms. Lei Tao was not paid at the time of the relevant transfers. In June 2022, Ms. Lei Tao participated in the series seed Pre-IPO Investment through Shanghai Yusong. For more details, please refer to “— Pre-IPO Investments” in this section. (4) Mr. Zhang’s interests in Jiaxing Qianzhusong were held through his family members and his spouse until July 2023. Such nominee shareholding arrangements had been terminated and the restorations were completed in July 2023. Pursuant to the nominee shareholding agreements entered into by and between Mr. Zhang, his family members and his spouse, Mr. Zhang, as the beneficial owner of relevant equity interests in the Company was entitled to shareholder rights and assumes shareholder obligations in accordance with the PRC Company Law and the articles of association of the Company, including the voting rights attached to the relevant Shares, the rights to dispose the relevant Shares and rights to receive dividends. There was no monetary consideration paid for such nominee shareholding arrangement. As of the Latest Practicable Date, there had been no legal proceedings between Mr. Zhang or his nominees, in respect of the nominee shareholding arrangements. Our PRC Legal Adviser has confirmed that the nominee shareholding arrangements do not violate any applicable mandatory PRC laws and regulations. (2) Pre-IPO Investments From June 2022 to January 2024, we underwent several rounds of Pre-IPO Investments with our Pre-IPO Investors. For further details, please refer to the paragraphs headed “— Pre-IPO Investments” in this section. (3) Conversion into a joint stock company On December 20, 2024, our then Shareholders passed resolutions approving, among other things, the conversion of our Company from a limited liability company into a joint stock limited company (the “ Conversion ”). According to the report prepared and issued by an independent auditor then engaged by our Company, the total net asset value of our Company as of October 31, 2024 was RMB691,050,643.64, of which (i) RMB22,156,188 was converted into Shares with a par value of RMB1 per Share, which were subscribed by all the then Shareholders in proportion to their respective equity interests in our Company immediately before the Conversion; and (ii) the remaining amount of approximately RMB668,894,456 was converted into capital reserve. Upon completion of the Conversion on January 13, 2025, the registered capital of our Company was RMB22,156,188. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 0– --- page 120 --- Our PRC Legal Adviser has confirmed that all the equity interest transfers and capital increases as described in this section were properly and legally completed and all necessary filings and registrations from the relevant PRC authorities have been obtained and completed. (4) Pre-IPO Employee Incentive Scheme In recognition of the contributions of our management and employees and to incentivize them to further promote our development, in September 2022, we adopted the Pre-IPO Employee Incentive Scheme, which was amended in December 2024. As of the Latest Practicable Date, all incentives under the Pre-IPO Employee Incentive Scheme were granted to, vested and subscribed for by the participants, and no further Shares will be granted under such scheme following the Listing. As of the Latest Practicable Date, our Employee Incentive Platforms, Jiaxing Gulin and Jiaxing Ouji held approximately 7.86% and 6.43% of the issued Shares, respectively. For further details of the Pre-IPO Employee Incentive Scheme and our Employee Incentive Platforms, see “Statutory and General Information — 5. Pre-IPO Employee Incentive Scheme” in Appendix IV to this Prospectus. In addition, to recognize and reward the contribution of Mr. Xu and Mr. Zhang to the growth and development of our Group, in February 2025, we adopted a share incentive scheme for the senior management of the Group (the “ SM Incentive Scheme ”) and granted 874,586 Shares and 291,529 Shares to Mr. Xu and Mr. Zhang, respectively (without taking into account the Share Subdivision, collectively the “ Awarded Shares ”), representing 5% of the Company’s total share capital as of the Latest Practicable Date. The Awarded Shares were vested immediately upon grant, and were subscribed by Mr. Xu and Mr. Zhang at a price of RMB1.0 per Share. The SM Incentive Scheme is not subject to the provisions of Chapter 17 of the Listing Rules as no Shares will be further granted under the SM Incentive Scheme following the Listing. Upon completion of the issuance of Awarded Shares on February 17, 2025, the registered capital of our Company increased from RMB22,156,188 to RMB23,322,303. (5) Share Subdivision before the Listing Pursuant to the resolutions of the Shareholders dated February 20, 2025, the Shares will be split on a one-for-ten basis immediately prior to the Global Offering, and the nominal value of the Shares will be changed from RMB1.0 each to RMB0.1 each (the “ Share Subdivision ”). Immediately after the Share Subdivision and prior to the Global Offering, the share capital of the Company will be 233,223,030 Shares with a nominal value of RMB0.1 each. See “— Capitalization of the Company” for details of the shareholding structure of our Company. MAJOR ACQUISITIONS, DISPOSALS AND MERGERS During the Track Record Period and up to the Latest Practicable Date, we had not conducted any major acquisitions, disposals or mergers that we consider to be material to us. REASONS FOR THE LISTING Our Company is seeking a listing of its H Shares on the Stock Exchange in order to provide further capital for the development and expansion of our Company’s business, to strengthen our Company’s working capital and to further raise our business profile and global presence. For further details of our future plans, please refer to the section headed “Future Plans and Use of Proceeds” in this Prospectus. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 111 – --- page 121 --- PRE-IPO INVESTMENTS (1) Overview We underwent the following rounds of Pre-IPO Investments, details of which are set forth below: No. Round Date of agreement Date of payment of consideration Pre-IPO Investor (1) Amount of registered capital subscribed Consideration Post-money valuation of our Company after each round of financing (approximate) (2) Cost per Share (2) Discount to the Offer Price (3) (RMB) (RMB) (RMB) 1. Series Seed June 30, 2022 August 10, 2022 Shanghai Yusong (ɪऎ๬⊤) 368,421 3.50 million 100 million 0.95 (2)(4) 99.67% July 28, 2022 Jiefeng Technology (Ҧ) 157,895 1.50 million 2. Series A1 July 20, 2022 August 2, 2022 Zhuhai Meiheng (ܩٓ) 2,105,263 100 million 650 million 4.75 (2)(5) 98.34% August 4, 2022 Guangzhou Huaxin (ڃ) 1,052,632 50 million 3. Series A2 (5) November 7, 2022 November 11, 2022 Zhuhai Meiheng (ܩٓ) 1,368,421 80 million 980 million 5.846 (2)(6) 97.96% November 24, 2022 Guangzhou Huaxin (ڃ) 855,263 50 million March 6, 2023 Andaman International 513,158 30 million November 10, 2022 Jiaxing Yuzai (ྗጳਹ༱) 342,105 20 million 4. Series A3 December 22, 2022 January 13, 2023 Suzhou V Fund (ᘽψථฯ) 156,456 21 million 2.71 billion 13.422 (2) 95.32% February 6, 2023 Jinan V Fund (ථฯ) 223,509 30 million February 3, 2023 Gongqingcheng Yunteng (ථᙜ) 290,561 39 million December 29, 2022 Jiaxing Dingyun (ྗጳཻㅯ) 670,526 90 million January 12, 2023 Xiamen Xiaoyu (ڠ) 223,509 30 million 5. Series B (7) December 27, 2023 January 24, 2024 Hangzhou Yiyun (ψᖵථ) 371,926 70 million 4.14 billion 18.821 (2)(8) 93.43% January 18, 2024 Xingxu Yaoneng (ҏᓚঐ) 53,132 10 million January 18, 2024 Xingxu New Energy (ҏอঐ๕) 318,794 60 million 6. Series B1 January 31, 2024 February 22, 2024 TTGG Ventures (˂ੀᾼԋ) 159,397 30 million 4.17 billion 18.821 (2) 93.43% Notes: (1) For the full legal names and other details on the Pre-IPO Investors, please refer to the paragraphs headed “— (5) Information about our Pre-IPO Investors” in this section. (2) The post-money valuation of the Company equals the total consideration paid by Pre-IPO Investors in each round of the Pre-IPO Investments divided by their shareholding percentage immediately following their investment. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 2– --- page 122 --- The cost per Share paid by each of the Pre-IPO Investors was calculated based on the amount of investment made by the relevant Pre-IPO Investors and number of Shares held by them immediately before the completion of the Global Offering, which was adjusted to reflect the subsequent capital reorganization including the conversion of capital reserve to registered share capital of our Company during the joint stock company conversion and assuming that the Share Subdivision is completed, as applicable. (3) The discount to the Offer Price is calculated taking into account the completion of Share Subdivision and based on the Offer Price of HK$324.20 per H Share, and the exchange rates as set out in this Prospectus. (4) At the time of our establishment, Ms. Lei Tao held 10% of the total equity interests in the Company. In June 2022, Ms. Lei Tao transferred her equity interests to Jiaxing Maita, Jiaxing Gulin and Jiaxing Qianzhusong, and participated in the Series Seed Pre-IPO Investment in the Company through Shanghai Yusong. For more details, see “— Establishment and early shareholding changes of our Company” in this section. (5) As detailed in the paragraphs headed “— (5) Information about our Pre-IPO Investors” in this section, each of Zhuhai Meiheng and Guangzhou Huaxin is a professional institutional investor. The valuation of the Series A1 Pre-IPO Investment was determined after arm’s-length negotiations of the Pre-IPO Investors, with reference to (i) the profitability and growth prospects of our Group and (ii) the valuation multiples of comparable companies in the market at the relevant time. (6) In concurrent with the Series A2 Pre-IPO Investment, pursuant to the Series A2 Pre-IPO capital increase agreement dated November 7, 2022, each of Jiaxing Mailin, Jiaxing Maita and Jiaxing Qianzhusong, subscribed the registered capital amounting to RMB1,117,543, RMB372,515 and RMB372,515 at the consideration of RMB1 per registered capital, respectively. Such subscription of registered capital was completed in January 2023. (7) With respect to the increase in the cost per Share from Series A2 Pre-IPO Investment to Series A3 Pre-IPO Investment, the valuation was determined after taking into consideration (a) investments from well-known institutional investors in the Series A2 Pre-IPO Investments, which showed the relevant investors’ their confidence in our Group’s performance, strengths and prospects and provided additional funds for and could further enhance the Company’s development, and (b) the improvement in the R&D capabilities of the Company. (8) In concurrent with the Series B Pre-IPO Investment, pursuant to the Series B pre-IPO capital increase agreement dated December 27, 2023, Jiaxing Mailin and Jiaxing Qianzhusong, subscribed the registered capital amounting to RMB796,985 and RMB265,662 at the consideration of RMB1 per registered capital. Such subscription of registered capital was completed in March 2024. (9) The increase in the cost per Share from Series A3 Pre-IPO Investment to Series B Pre-IPO Investment was attributed to the increase in the valuation of the Company as a result of a number of milestones in our business development achieved during the period between such rounds of the financings. For instance, we unveiled our flagship product, SigenStor , in June 2023. (2) Principal Terms of the Pre-IPO Investments Basis of determination of the valuation and consideration /H1118/H1118/H1118/H1118/H1118/H1118 The considerations for each round of the Pre-IPO Investments were determined based on arm’s-length negotiation amongst the respective Pre-IPO Investors and our Group, as applicable after taking into consideration of the timing of the investments, our valuations when the respective investment agreements was entered into, the operation of our business, the financial performance of our Group, and the prospects of our business. For more details, please refer to “— Pre-IPO Investments — Overview” in this section above. Lock-up Period /H1118/H1118/H1118/H1118/H1118/H1118Pursuant to the applicable PRC laws, within 12 months following the Listing Date, all existing Shareholders (including the Pre-IPO Investors) shall not transfer of any of the Shares held by them. Use of proceeds from the Pre-IPO Investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118 We utilized the proceeds from the Pre-IPO Investments for the principal business of our Group as approved by the Board, including but not limited to research and development activities, the growth and expansion of our Group’s business and general working capital purposes. As of the Latest Practicable Date, approximately 78.32% of the net proceeds from the Pre-IPO Investments had been utilized. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 3– --- page 123 --- Strategic benefits to our Company brought by the Pre- IPO Investors /H1118/H1118/H1118/H1118/H1118 At the time of the Pre-IPO Investments, our Directors were of the view that our Group could benefit from the additional funds provided by the Pre-IPO Investors’ investments in our Group, insights for industry, advice on business expansion and strategic direction, upstream and downstream resources that the Pre-IPO Investors bring to the Company, and the knowledge and experience of the Pre-IPO Investors. Their investments also demonstrated their confidence in our Group’s operations and served as an endorsement of our Group’s performance, strengths and prospects. (3) Special Rights of the Pre-IPO Investors The Pre-IPO Investors have been granted certain special rights in relation to our Company including, among others, information rights, preemptive rights, anti-dilution rights, redemption and divestment rights, rights of first refusal, drag-along and tag-along right, dividend and liquidation preferences, and director appointment rights. During the Track Record Period, none of the above special rights granted to our Pre-IPO Investors was exercised. Pursuant to the supplemental shareholders agreement dated December 21, 2024 (the “ Supplemental Agreement ”) entered into amongst all existing Shareholders, such special rights have either been terminated prior to the first filing of the listing application by our Company with the Stock Exchange (the “ Listing Application ”), or will be terminated before or upon the Listing.  Special rights granted by the Company : Pursuant to the Supplemental Agreement, (i) the redemption/divestment rights provided by the Company (the “ Company Redemption Right ”) have been permanently and irrecoverably terminated and shall be void ab initio with effect from the date of effectiveness of the Company Redemption Right without any restoring mechanism; and (ii) the preemptive and anti-dilution rights provided by the Company were terminated prior to the date on which our Company filed its Listing Application. For details, see Note 28 to the Accountants’ Report included in Appendix I to this Prospectus. In addition, pursuant to the Supplemental Agreement, all the Pre-IPO Investors (or their respective designated affiliates) shall have an anti-dilution right to subscribe, at the Offer Price pursuant to the Global Offering, as a cornerstone investor or a placee, for such number of the H Shares to be issued by our Company as part of the Global Offering so as to maintain their respective percentages of shareholding interest in our Company (on a fully diluted basis) immediately before the Global Offering, subject to the compliance with the relevant rules and regulations. Article 143 of the Civil Code of the People’s Republic of China (ج Պ) stipulates that a civil legal act is valid if it is conducted by parties with the requisite capacity for civil conduct, is based on genuine intent, and does not contravene mandatory provisions of laws, administrative regulations, or public order and morals. Adhering to the principle of autonomy of will, the Company and the Pre-IPO Investors explicitly agreed that the Company Redemption Right was irrevocably terminated and deemed void ab initio. Through the execution of the Supplemental Agreement, while the clauses concerning the Company Redemption Right have never been exercised, both parties agreed to terminate the clauses and to treat them as having no legal effect from the time of their execution, thereby restoring the rights and obligations of both parties to the status quo ante as if such clause had never been agreed upon. This arrangement does not violate any mandatory provisions of laws, administrative regulations, or public order and morals, and is thus legally valid. Based on the above, the PRC Legal Advisers are of the view that the Company Redemption Right agreed upon by the Company and the Pre-IPO Investors have been irrevocably terminated and shall be deemed void ab initio. Furthermore, pursuant to the Supplemental Agreement, the PRC Legal Adviser is also of view that there is no warranty regarding the enforceability of the redemption rights. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 4– --- page 124 ---  Special rights granted by Mr. Xu, his spouse, Jiaxing Ouji, Jiaxing Gulin, Jiaxing Mailin, Jiaxing Maita, Mr. Zhang and Jiaxing Qianzhusong : the redemption/divestment rights provided by Mr. Xu, his spouse, Jiaxing Ouji, Jiaxing Gulin, Jiaxing Mailin, Jiaxing Maita, Mr. Zhang and Jiaxing Qianzhusong were terminated prior to the date on which our Company filed its Listing Application, and shall automatically be reinstated upon the earliest occurrence of any one of the following events, unless unanimously agreed otherwise by the parties in writing: (a) the Company voluntarily withdraws its Listing Application, (b) the Listing Application is rejected or returned by the Stock Exchange, or (c) the Company has not completed the initial public offering and listing on the Stock Exchange within eighteen (18) months from the date of submission of the Listing Application, whichever is the earliest. For details, see Note 33(4) to the Accountants’ Report included in Appendix I to this Prospectus. As confirmed by the Company, Mr. Xu and Mr. Zhang, save as disclosed above, there are no other side arrangements between the Company, Mr. Xu, Mr. Zhang, their respective associated persons and the Pre-IPO Investors regarding redemption/divestment rights. The Company did not provide any guarantee on the aforesaid redemption/divestment rights provided by Mr. Xu, his spouse, Jiaxing Ouji, Jiaxing Gulin, Jiaxing Mailin, Jiaxing Maita, Mr. Zhang and Jiaxing Qianzhusong in case of default by such aforesaid persons. Considering that the Company has no obligation to repurchase the Shares held by the Pre-IPO Investors, no redemption liability was recorded during the Track Record Period. (4) Joint Sponsors’ Confirmation On the basis that (i) the consideration for the Pre-IPO Investments was settled more than 28 clear days before the first filing of the Listing Application by our Company with the Stock Exchange, and (ii) the special rights granted to the Pre-IPO Investors will been terminated upon the Listing as disclosed in “— Special Rights of the Pre-IPO Investors” above, the Joint Sponsors confirm that the Pre-IPO Investments are in compliance with the Pre-IPO Investment Guidance as defined in Chapter 4.2 of the Guide for New Listing Applicants issued by the Stock Exchange. (5) Information about our Pre-IPO Investors Details of each of our Pre-IPO Investors as of the Latest Practicable Date are set out below. Shanghai Yusong ( ɪऎ๬⊤) Shanghai Yusong Enterprise Management Partnership Enterprise (Limited Partnership) ( ɪऎ ๬⊤Άุ၍ଣΥྫΆุ(Υྫ), “Shanghai Yusong ”) is a limited partnership established in the PRC on June 23, 2022, and is principally engaged in enterprise management and technology consultancy services with a capital contribution of RMB3.501 million. The sole general partner of Shanghai Yusong is Ms. Lei Tao ( ཤᏹ), holding approximately 99.97% partnership interest therein, and the sole limited partner of Shanghai Yusong is Shanghai Lian Enterprise Management Co., Ltd. (ʮ̡), holding approximately 0.03% partnership interest therein, which is wholly owned by Ms. Lei Tao. To the best knowledge and information of the Company, all these above-mentioned entities and individual are Independent Third Parties. Jiefeng Technology ( Ҧ) Hainan Jiefeng Technology Consultancy Partnership Enterprise (Limited Partnership) (ઠ Ҧፔ༔ΥྫΆุ(Υྫ), “ Jiefeng Technology ”) is a limited partnership established in the PRC on March 18, 2022, and is principally engaged in equity investment with a capital contribution of RMB2.50 million. The sole general partner of Jiefeng Technology is Zhou Weiqing ( մਃᅅ), HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 5– --- page 125 --- holding 1.0% partnership interest therein, and the sole limited partner of Jiefeng Technology is Pu Huiyan ( ऌ౉ዲ), holding 99.0% partnership interest therein. To the best knowledge and information of the Company, all these abovementioned entity and individuals are Independent Third Parties. Zhuhai Meiheng ( ܩٓ) Zhuhai Meiheng Investment Partnership (Limited Partnership) (ҳ༟ΥྫΆุ(ࠢ Υྫ)), “ Zhuhai Meiheng ”) is a limited partnership established in the PRC. The general partner of Zhuhai Meiheng is Shanghai Gao Ling Venture Investment Management Co., Ltd. ( ɪऎ৷ᵌ௴ุ ʮ̡). The limited partners of Zhuhai Meiheng are private equity funds or investment entities managed by Zhuhai Gao Ling Private Fund Management Co., Ltd. (၍ଣ ʮ̡)( “Zhuhai Gao Ling ”). Zhuhai Gao Ling collaborates with industry-defining enterprises, aiming to establish alignment with sustainable, forward-thinking companies across healthcare, business services, consumer, and industrial sectors. To the best knowledge and information of the Company, save for our non-executive Director, Mr. Sun Guoqing, who was nominated by Zhuhai Meiheng to the Board, all these abovementioned entities are Independent Third Parties. Guangzhou Huaxin ( ڃ) Guangzhou Huaxin Shengjing Innovation Investment Center (Limited Partnership) (ڃ ସ౻௴ุҳ༟ʕː(Υྫ), “ Guangzhou Huaxin ”) is a limited partnership established in the PRC on October 28, 2021, and is principally engaged in equity investment, with a capital contribution of RMB2,131.31 million. The general partner of Guangzhou Huaxin is Zhuhai Huaxin Quantum Consultancy Management Enterprise (Limited Partnership) (ඎɿፔ༔၍ଣΆุ (Υྫ), “Zhuhai Huaxin ”), holding 1.0% partnership interest therein. Zhuhai Huaxin has seven partners, including (i) Qingdao Huaxin Focus Investment Management Co., Ltd. (ೊᓃҳ ʮ̡) as its sole general partner holding 12.5% partnership interest, which is wholly-owned by Walden Alps Investment Management Hong Kong Limited (“ Walden Alps ”), (ii) Walden Alps as its limited partner, holding 12.5% partnership interest, (iii) an Independent Third Party, Wu Meng ( юྫྷ), as its limited partner, holding 25% partnership interest; (iv) an Independent Third Party, Zhang Yu ( ੵЁ), as its limited partner, holding 12.5% partnership interest; (v) our non-executive Director, Wang Lin (؍as its limited partner, holding 12.5% partnership interest; (vi) an Independent Third Party, Peng Guie (ࢎ࣭as its limited partner, holding 12.5% partnership interest, and (vii) an Independent Third Party, Chen Yi (ۯas its limited partner, holding 12.5% partnership interest. Walden Alps is incorporated under the laws of Hong Kong with limited liability, and is held by individual shareholders, who are Independent Third Parties. Our non-executive Director, Mr. Wang Lin, was nominated by Guangzhou Huaxin. As of the Latest Practicable Date, Guangzhou Huaxin had 26 limited partners. Save for Guangdong Semiconductor and Integrated Circuit Industry Investment Fund Partnership (Limited Partnership) (ΥྫΆุ(Υྫ)) holding approximately 23.46% partnership interest therein, none of the other 25 limited partners held 10% or more partnership interests of Guangzhou Huaxin. To the best knowledge and information of the Company, save for our non-executive Director, Mr. Wang Lin, all these above mentioned entities and individual are Independent Third Parties. Andaman International Andaman International Business Co., Limited (“ Andaman International ”) is a private company incorporated in Hong Kong in March 2020. It was wholly owned by an individual investor, Pan Jian ( ᆙ਄). To the best knowledge and information of the Company, all these above mentioned entity and individual are Independent Third Parties. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 6– --- page 126 --- Jiaxing Yuzai ( ྗጳਹ༱) Jiaxing Yuzai Enterprise Management Partnership Enterprise (Limited Partnership) ( ྗጳਹ༱ Άุ၍ଣΥྫΆุ(Υྫ), “Jiaxing Yuzai ”) is a limited partnership established in the PRC on October 13, 2022, and is principally engaged in enterprise management consultancy, with a capital contribution of RMB20 million. The general partner of Jiaxing Yuzai is Tao Chengyan ( ௗϓዲ), holding 20.0% partnership interest therein. The limited partners of Jiaxing Yuzai include (i) Wang Fang (ٹholding 25% partnership interest therein, (ii) Zhou Mingjie ( մჼઠ), holding 20.0% partnership interest therein, and (iii) three individuals each holding 20% or less partnership interest therein. To the best knowledge and information of the Company, all these abovementioned entity and individuals are Independent Third Parties. V Fund Entities Suzhou V Fund ( ᘽψථฯ) Suzhou V Fund Investment Management Partnership Enterprise (Limited Partnership) ( ᘽψ ථฯҳ༟၍ଣΥྫΆุ(Υྫ), “ Suzhou V Fund ”) is a limited partnership established in the PRC on July 21, 2020, and is principally engaged in equity investment with a capital contribution of RMB737 million. The general partner of Suzhou V Fund is Beijing V Fund Private Equity Management Co., Ltd. (ʮ̡,“ Beijing V Fund ”) holding approximately 1.09% partnership interest therein. As of the Latest Practicable Date, Suzhou V Fund had 14 limited partners. Save for Haichuang Qianfeng Xinjiu Energy Conversion Equity Investment Enterprise (Limited Partnership) (ᛆҳ༟Άุ(Υྫ)), holding approximately 13.57% partnership interest therein, none of the other 13 limited partners held 10% or more partnership interests therein. Beijing V Fund was established in the PRC in August 2015, with a registered capital of RMB100 million. As of the Latest Practicable Date, Beijing V Fund was held by four individuals, each being an Independent Third Party and holding 25% equity interests of Beijing V Fund. To the best knowledge and information of the Company, all these above mentioned entities and individuals are Independent Third Parties. Jinan V Fund (ථฯ) Jinan V Fund Shunhe Equity Investment Fund Partnership (Limited Partnership) (ථฯഭ ΥྫΆุ(Υྫ), “ Jinan V Fund ”) is a limited partnership established in the PRC on October 27, 2022, and is principally engaged in equity investment, with a capital contribution of RMB200 million. The general partners of Jinan V Fund include (i) Dongtai Yunchang Investment Management Partnership Enterprise (Limited Partnership) (̨ථ࿫ҳ༟၍ ଣΥྫΆุ(Υྫ), “ Dongtai Yunchang ”) holding 0.50% partnership interest therein, and (ii) Shandong Green Capital Investment Group Co., Ltd. (ʮ̡) holding 22.50% partnership interest therein, which is ultimately controlled by State-owned Assets Supervision and Administration Committee (SASAC) of Shandong Province. As of the Latest Practicable Date, Jinan V Fund had six limited partners. Save for (i) Zhongjin Qiyuan National Emerging Industry Venture Capital Guidance Fund (Limited Partnership) (઼ ږ(Υྫ)), holding 20.0% partnership interest therein, and (ii) Shandong New Growth Drivers Fund Management Co., Ltd. (ʮ̡), holding 20.0% partnership interest therein, none of the other four limited partners held 20% or more partnership interests. As of the Latest Practicable Date, the sole general partner of Dongtai Yunchang was Beijing V Fund holding approximately 9.09% partnership interest therein, and the sole limited partner of Dongtai Yunchang was Gongqingcheng Yunwei Investment Partnership (Limited Partnership) (ڡ HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 7– --- page 127 --- ථᑢҳ༟ΥྫΆุ(Υྫ)) holding 90.91% partnership interest therein. Gongqingcheng Yunwei Investment Partnership (Limited Partnership) (ථᑢҳ༟ΥྫΆุ(Υྫ)) had five partners, including (i) Beijing V Fund as the sole general partner, holding 10.0% partnership interest therein, and (ii) the four individual shareholders of Beijing V Fund as limited partners, each holding 22.5% partnership interest therein. To the best knowledge and information of the Company, all these above mentioned entities and individuals are Independent Third Parties. Gongqingcheng Yunteng (ථᙜ) Gongqingcheng Yunteng Investment Management Partnership Enterprise (Limited Partnership) (ථᙜҳ༟၍ଣΥྫΆุ(Υྫ), “ Gongqingcheng Yunteng ”) is a limited partnership established in the PRC on August 12, 2022, and is principally engaged in equity investment, with a capital contribution of RMB43.9 million. The general partner of Gongqingcheng Yunteng is Beijing V Fund holding approximately 2.3% partnership interest therein. As of the Latest Practicable Date, Beijing V Fund was held by four individuals, each being an Independent Third Party and holding 25% equity interests therein. As of the Latest Practicable Date, Gongqingcheng Yunteng had six limited partners, among which are (i) Gongqingcheng No. 2 Xinrui Start-up Investment Partnership Enterprise (Limited Partnership) (ြɚ໮௴ุҳ༟ΥྫΆุ(Υྫ)), holding approximately 50.1% partnership interest therein, which is controlled by an Independent Third Party, Liu Hong; (ii) Jinan Shanqinghuijian Private Equity Investment Funds Partnership Enterprise (Limited Partnership) ( ᏶ ΥྫΆุ(Υྫ)), holding approximately 25.1% partnership interest therein, and (iii) the other four limited partners each holding less than 20% partnership interests. To the best knowledge and information of the Company, all these above mentioned entities and individuals are Independent Third Parties. Eastern Bell Capital ( ᒤཻ༟͉) Jiaxing Dingyun Innovation Investment Partnership Enterprise (Limited Partnership) ( ྗጳཻ ㅯ௴ุҳ༟ΥྫΆุ(Υྫ), “ Jiaxing Dingyun ”) is a limited partnership established in the PRC on September 27, 2021, and is principally engaged in equity investment with a capital contribution of RMB6,001 million. The general partner of Jiaxing Dingyun is Shanghai Dingxiao Enterprise Management Consultancy Center (Limited Partnership) ( ɪऎཻጽΆุ၍ଣፔ༔ʕː(Ϟ Υྫ), “Shanghai Dingxiao ”) holding approximately 0.02% partnership interest therein, which in turn is controlled by Shanghai Dingman Enterprise Management Co., Ltd. (ࠢ ʮ̡,“ Shanghai Dingman ”) as its general partner as to approximately 1.39%. Shanghai Dingman is ultimately held by Yan Li ( ᘌɢ) as to 52.88%. Save for Yan Li, no other shareholder of Shanghai Dingman holds 30% or more interests of Shanghai Dingman. Yan Li is also a controlling shareholder of Eastern Bell (Shanghai) Innovation Investment Management Co., Ltd. ( ᒤཻ(ɪऎ) ʮ̡,“ Eastern Bell Capital ”) as to 82.0%. Eastern Bell Capital is a private equity company with a diversified portfolio of over RMB27 billion assets focusing on logistics, supply chain and data technology sectors. Shanghai Dingxiao has two limited partners, including (i) Ningbo Dingji Innovation Investment Partnership Enterprise (Limited Partnership) (ཻණ௴ุ ҳ༟ΥྫΆุ(Υྫ)) holding 60.83% limited partnership interest, with Shanghai Dingman as its general partner holding approximately 1.25% partnership interest therein, and (ii) Ningbo Dingyan Innovation Investment Partnership Enterprise (Limited Partnership) (ཻᘌ௴ุҳ༟Υ ྫΆุ(Υྫ)) holding 37.78% limited partnership interest, with Shanghai Dingman as its general partner holding approximately 1.80% partnership interest therein. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 8– --- page 128 --- As of the Latest Practicable Date, the other two limited partners of Jiaxing Dingyun were Ningbo Dinggang Management Consultancy Partnership Enterprise (Limited Partnership) (ཻ ၍ଣፔ༔ΥྫΆุ(Υྫ), “Ningbo Dinggang ”), holding approximately 49.99% partnership interest therein, and Ningbo Dingyou Management Consultancy Partnership Enterprise (Limited Partnership) (၍ଣፔ༔ΥྫΆุ(Υྫ), “ Ningbo Dingyou ”), holding approximately 49.99% partnership interest therein. The general partner of Ningbo Dinggang and Ningbo Dingyou was Shanghai Dingxiao holding approximately 0.03% partnership interest therein for both. The limited partners of Ningbo Dinggang and Ningbo Dingyou were (i) Taicang Eastern Bell No. 6 Equity Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υ ྫ)) holding approximately 73.31% partnership interest in each of them, and (ii) the two other Independent Third Parties, holding less than 30% partnership interests in Ningbo Dinggang and Ningbo Dingyou, respectively. To the best knowledge and information of the Company, all these above mentioned entities and individuals are Independent Third Parties. Xiamen Xiaoyu ( ڠ) Xiamen Xiaoyu Qingcheng Innovation Investment Partnership Enterprise (Limited Partnership) (௴ุҳ༟ΥྫΆุ(Υྫ), “ Xiamen Xiaoyu ”) is a limited partnership established in the PRC on December 14, 2022, and is principally engaged in equity investment, with a capital contribution of RMB106.32 million. The general partner of Xiamen Xiaoyu is Xiamen Zhuopu Zhiyuan Equity Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ), “ Zhuopu Zhiyuan ”), holding approximately 1.24% partnership interest therein. Zhuopu Zhiyuan is controlled by its general partner, Shanghai Yuanzhuo Enterprise Management Co., Ltd. (ʮ̡,“ Shanghai Yuanzhuo ”), holding approximately 10% partnership interest therein, and has a single limited partner, Shen Feng (ӏไ), holding 90% partnership interest therein. Shanghai Yuanzhuo is held by Zhao Yong ( Ⴛ͑) as to 70.0% and Shen Feng ( ӏไ) as to 30.0%. As of the Latest Practicable Date, Xiamen Xiaoyu had 11 limited partners, among which, (i) Shenzhen Shunfeng City Logistics Co., Ltd. (ʮ̡), holding approximately 47.03% partnership interest therein, and (ii) the other ten limited partners each holding less than 15% partnership interests therein. To the best knowledge and information of the Company, all these above mentioned entities and individuals are Independent Third Parties. Hangzhou Yiyun ( ψᖵථ) Hangzhou Yiyun Hangshi Xingyan Venture Capital Partnership (Limited Partnership) (ψᖵ ௴ุҳ༟ΥྫΆุ(Υྫ), “Hangzhou Yiyun ”) is a limited partnership established in the PRC on January 29, 2022, and is principally engaged in equity investment with a capital contribution of RMB700 million. The general partner of Hangzhou Yiyun is Hangzhou Xingyan Enterprise Management Co., Ltd. (ʮ̡,“ Hangzhou Xingyan ”) holding approximately 1.43% partnership interest therein. Hangzhou Xingyan is held by Guoke Dongfang (Shanghai) Private Equity Fund Management Co., Ltd. (˙(ɪऎ)ʮ̡,“ Guoke Dongfang ”) as to 65.0% and the other three shareholders, each holding less than 20% equity interests therein. Mr. Lin Jinwu, our independent non-executive Director, is a supervisor of Hangzhou Xingyan and a director of Guoke Dongfang, and has been vice president of Guoke Dongfang since July 2019. Guoke Dongfang is held by (a) Shanghai Chenfeng Financial Management Consultancy Partnership (Limited Partnership) (ৌਕ၍ଣፔ༔ΥྫΆุ(Υྫ)) as to 70%, which is controlled by Li Junbiao. Mr. Lin Jinwu also holds 10% limited partnership interest therein; and (b) BOE Technology Group Co., Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 000725/200725), as to 30%. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 9– --- page 129 --- As of the Latest Practicable Date, Hangzhou Yiyun had eight limited partners, among which, (i) Yongkang State-owned Capital Investment Holding Group Co., Ltd. (ٰ ʮ̡,“ Y ongkang Investment ”), which is ultimately controlled by Yongkang SASAC, holding approximately 28.57% partnership interest therein, and (ii) the other seven limited partners each holding 20% or less partnership interests therein. Among the limited partners, Mr. Lin Jinwu is the general partner of Hangzhou Xingxu Guangnian Enterprise Management Partnership (Limited Partnership), which holds 10% limited partnership interest of Hangzhou Yiyun, and holds 20% partnership interest therein. To the best knowledge and information of the Company, save for Mr. Lin Jinwu, all these above mentioned entities are Independent Third Parties. Xingxu Yaoneng ( ҏᓚঐ) Yongkang Xingxu Yaoneng Venture Capital Partnership (Limited Partnership) (ҏᓚঐ ௴ุҳ༟ΥྫΆุ(Υྫ), “ Xingxu Y aoneng ”) is a limited partnership established in the PRC on June 29, 2022, and is principally engaged in equity investment, with a capital contribution of RMB402 million. The general partners of Xingxu Yaoneng are (a) Yongkang Xingxu Enterprise Management Consultancy Co., Ltd. (ʮ̡,“ Y ongkang Xingxu ”), holding 0.25% partnership interest therein, and (b) Shanghai Xingxu Private Equity Fund Management Co., Ltd. (ʮ̡,“ Shanghai Xingxu ”), holding 0.25% partnership interest therein. Shanghai Xingxu is held by (a) Mr. Lin Jinhe as to 60%, who is the brother of Mr. Lin Jinwu; (b) Mr. Lin Jinwu as to 20%, (c) three Independent Third Parties each holding less than 20% interest. Yongkang Xingxu is held by Ms. Shao Rongxuan and Mr. Shou Ji as to 60% and 40%, each of whom is an Independent Third Party. As of the Latest Practicable Date, Xingxu Yaoneng had two limited partners, namely (a) Yongkang Guohe Xingneng Equity Investment Partnership (Limited Partnership) (ٰ ᛆҳ༟ΥྫΆุ(Υྫ), “ Guohe Xingneng ”) holding 89.55% partnership interest therein, and (b) the other held less than 10% partnership interest therein. The general partners of Guohe Xingneng are (a) Guohe Investment Co., Ltd. (ʮ̡,“ Guohe Investment ”), and (b) Yongkang Xingxu, each holding 0.10% partnership interest therein. Guohe Investment is held by SPIC Industrial Fund Management Co., Ltd. (ʮ̡) as to 20.0%, Guoding Yaohe Group Co., Ltd. (ʮ̡) as to 20.0%, Jingbei Group (Shenzhen) Co., Ltd. ( ԯ̏ණྠ(ଉέ)ʮ̡) as to 20.0%, and by other four Independent Third Parties as to 40% in aggregate. Guohe Xingneng had two limited partners, namely (i) Yongkang State-owned Capital Investment Holding Group Co., Ltd. (ʮ̡) holding approximately 89.80% partnership interest therein, and (ii) Yongkang Industrial Fund Co., Ltd. ( ͑ ʮ̡) holding approximately 10.0% partnership interest therein. To the best knowledge and information of the Company, save for Mr. Lin Jinwu, all these above mentioned entities and individuals are Independent Third Parties. Xingxu New Energy ( ҏอঐ๕) Yongkang Xingxu New Energy Technology Partnership (Limited Partnership) (ҏอঐ ҦΥྫΆุ(Υྫ), “Xingxu New Energy ”) is a limited partnership established in the PRC on December 18, 2023, and is principally engaged in technology promotion and application services, with a capital contribution of RMB63.61 million. The sole general partner of Xingxu New Energy is Yongkang Xingxu, holding approximately 0.02% partnership interest therein, and the sole limited partner is Guohe Xingneng, holding approximately 99.98% partnership interest therein. To the best knowledge and information of the Company, all these above mentioned entities are Independent Third Parties. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 120 – --- page 130 --- TTGG V entures ( ˂ੀᾼԋ) Hangzhou TTGG Zhixin Venture Capital Partnership (Limited Partnership) (ψ˂ੀᾼԋ౽ อ௴ุҳ༟ΥྫΆุ(Υྫ), “ Hangzhou TTGG ”) is a limited partnership established in the PRC on January 26, 2022, and is principally engaged in equity investment, with the capital contribution of RMB584.6 million. The general partner of Hangzhou TTGG is Zhejiang TTGG Zhaoyang Venture Capital Co., Ltd. (ʮ̡,“ TTGG Zhaoyang ”), holding approximately 1.03% partnership interest therein. TTGG Zhaoyang is wholly owned by TTGG Venture Capital Group Co., Ltd. (ʮ̡,“ TTGG Ventures ”), which is a venture capital company founded in 2000 with a diversified portfolio focusing on intelligence technology, advanced manufacturing and medical health sectors. As of the Latest Practicable Date, Hangzhou TTGG had 14 limited partners. Save for (i) Zhejiang Provincial Jinrong Investment Science and Technology Innovation Fund Phase I Venture Capital Partnership (Limited Partnership) (ɓಂ௴ุҳ༟ΥྫΆุ (Υྫ)), holding approximately 17.11% partnership interest therein, (ii) Hangzhou High-tech Innovation Investment Co., Ltd. (ʮ̡), a state-owned company, holding approximately 17.11% partnership interest therein and (iii) Hangzhou Paradise Silicon Valley Venture Capital Management Co., Ltd.* (ʮ̡), holding approximately 16.70% partnership interest therein, none of the other 11 limited partners held 15% or more partnership interests therein. To the best knowledge and information of the Company, all these abovementioned entities are Independent Third Parties. CAPITALIZATION OF OUR COMPANY Upon completion of the Pre-IPO Investments as described above, and conversion of our Company into a joint stock limited company, the table below is a summary of the capitalization of our Company as of the Latest Practicable Date (without taking into account Share Subdivision) and as of the Listing Date (taking into account the Share Subdivision and assuming the Over-allotment Option is not exercised): As of the Latest Practicable Date without taking into account Share Subdivision As of the Listing Date taking into account the Share Subdivision (assuming the Over-allotment Option is not exercised) Shareholders Number of Shares Approximate ownership percentage of the total issued Shares Number of Unlisted Shares Number of H Shares Approximate aggregate shareholding of the total issued Shares Whether the H Shares will be counted towards the public float Controlling Shareholders – Mr. Xu Yingtong (1) 2,374,586 10.18% 16,916,480 6,829,380 9.62% No – Jiaxing Ouji ( ྗጳᛱණ)(1) 1,500,000 6.43% 8,290,000 6,710,000 6.08% No – Jiaxing Gulin ( ྗጳԋ⬺)(1) 1,833,000 7.86% 12,220,000 6,110,000 7.43% No – Jiaxing Mailin ( ྗጳ௥⬺)(1) 4,914,528 21.07% 35,010,950 14,134,330 19.91% No – Jiaxing Maita ( ྗጳᒕ෫)(1) 872,515 3.74% – 8,725,150 3.54% No Other Shareholders Mr. Zhang Xianmiao (2) 291,529 1.25% – 2,915,290 1.18% No Jiaxing Qianzhusong (ࣺؒ2) 2,305,177 9.88% 17,311,370 5,740,400 9.34% No Zhuhai Meiheng (ܩٓ3,473,684 14.89% 13,894,736 20,842,104 14.08% No Guangzhou Huaxin (ڃ1,907,895 8.18% – 19,078,950 7.73% Yes Jiaxing Dingyun ( ྗጳཻㅯ) 670,526 2.88% – 6,705,260 2.72% Yes Andaman International 513,158 2.20% 3,421,053 1,710,527 2.08% Yes Hangzhou Yiyun (ψᖵථ) 371,926 1.59% – 3,719,260 1.51% Yes HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 121 – --- page 131 --- As of the Latest Practicable Date without taking into account Share Subdivision As of the Listing Date taking into account the Share Subdivision (assuming the Over-allotment Option is not exercised) Shareholders Number of Shares Approximate ownership percentage of the total issued Shares Number of Unlisted Shares Number of H Shares Approximate aggregate shareholding of the total issued Shares Whether the H Shares will be counted towards the public float Shanghai Yusong ( ɪऎ๬⊤) 368,421 1.58% – 3,684,210 1.49% Yes Jiaxing Yuzai ( ྗጳਹ༱) 342,105 1.47% – 3,421,050 1.39% Yes Xingxu New Energy (ҏอঐ๕) 318,794 1.37% – 3,187,940 1.29% Yes Gonqingcheng Yunteng (ථᙜ) 290,561 1.25% – 2,905,610 1.18% Yes Jinan V Fund (ථฯ) 223,509 0.96% – 2,235,090 0.91% Yes Xiamen Xiaoyu (ڠ223,509 0.96% – 2,235,090 0.91% Yes TTGG Ventures ( ˂ੀᾼԋ) 159,397 0.68% – 1,593,970 0.65% Yes Jiefeng Technology (Ҧ) 157,895 0.68% – 1,578,950 0.64% Yes Suzhou V Fund ( ᘽψථฯ) 156,456 0.67% – 1,564,560 0.63% Yes Xingxu Yaoneng (ҏᓚঐ) 53,132 0.23% – 531,320 0.22% Yes Investors taking part in the Global Offering – – – 13,573,900 5.50% Yes Total 23,322,303 100.00% 107,064,589 246,796,930 100.00% Notes: (1) The day-to-day management and the exercise of voting rights attached to the Shares held by each of Mr. Xu’s Controlled Entities, namely Jiaxing Ouji, Jiaxing Gulin, Jiaxing Mailin and Jiaxing Maita are controlled by Mr. Xu, as their respective sole general partner. Mr. Xu holds (a) 65.60% partnership interest of Jiaxing Ouji, (b) 1.07% partnership interest of Jiaxing Gulin, (c) 99% partnership interests of Jiaxing Mailin, and (d) 45.85% partnership interest of Jiaxing Maita. As of the Latest Practicable Date, (a) the remaining 34.40% limited partnership interests of Jiaxing Ouji were held by three Employee Incentive Platforms, namely Yuansi Gongzhan, Yuansi Tongzhou and Yuansi Chuangshuo, (b) the remaining 98.93% limited partnership interests of Jiaxing Gulin were held by four Employee Incentive Platforms, namely Yuansi Nengju, Yuansi Hezhong, Yuansi Yuanlue and Yuansi Zhitong, (c) the remaining 1% partnership interest of Jiaxing Mailin was held by Ms. Yang Ting and (d) the remaining limited partnership interest of Jiaxing Maita was held by Ms. Zhuang Sanzhen, an Independent Third Party, and Ms. Yang Ting as to 42.69% and 11.46%, respectively. As such, each of Jiaxing Ouji, Jiaxing Gulin, Jiaxing Mailin and Jiaxing Maita is a close associate of Mr. Xu. Mr. Xu and Mr. Xu’s Controlled Entities form a group of Controlling Shareholders of the Company for the purpose of the Listing Rules. (2) The day-to-day management and the exercise of voting rights attached to the Shares held by Jiaxing Qianzhusong are controlled by Mr. Zhang, as its sole general partner, holding 99% partnership interest therein. As of the Latest Practicable Date, the remaining 1% partnership interest of Jiaxing Qianzhusong was held by Mr. Zhang’s spouse. PUBLIC FLOAT AND FREE FLOAT Our Company has applied for H-share full circulation, and the CSRC issued notice of filing on March 9, 2026 for the conversion of 126,158,441 of its Unlisted Shares (taking into account the Share Subdivision) into H Shares upon the Listing. Upon completion of the Global Offering and the conversion of Unlisted Shares into H Shares, the remaining 107,064,589 Unlisted Shares (taking into account the Share Subdivision) held by the existing Shareholders, representing approximately 43.38% of our total issued Shares upon completion of the Global Offering (assuming the Over-allotment Option is not exercised), will not be listed upon the completion of the Global Offering and hence will not be considered as part of the public float. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 122 – --- page 132 --- In addition, upon completion of the Global Offering and conversion of Unlisted Shares into H Shares, a total of 72,006,654 H Shares, representing approximately 29.18% of our total issued Shares upon completion of the Global Offering and taking into account the Share Subdivision to be held by (a) our Controlling Shareholders, Mr. Xu and Mr. Xu’s Controlled Entities, (b) Mr. Zhang and Jiaxing Qianzhusong, and (c) Zhuhai Meiheng, each being a core connected person of our Company, would not be counted towards the public float. To the best knowledge of our Directors, save as disclosed above, upon the completion of the Global Offering and the conversion of Unlisted Shares into H Shares, 54,151,787 H Shares (taking into account the Share Subdivision) are expected to be held by our existing Shareholders who are not our core connected persons. Such 54,151,787 H Shares (taking into account the Share Subdivision) will be counted towards the public float. Together with the issue of 13,573,900 H Shares pursuant to the Global Offering (assuming that the Over-allotment Option is not exercised), approximately 27.44% of our total issued Shares will be counted towards the public float (assuming that the Over-allotment Option is not exercised) upon the completion of the Global Offering. As these Shareholders will not be core connected persons of our Company upon Listing, are not accustomed to take instructions from core connected persons of our Company in relation to the acquisition, disposal, voting or other disposition of their Shares, and their acquisition of Shares were not financed directly or indirectly by core connected persons of our Company, the H Shares held by them will be counted towards the public float for the purpose of Rule 19A.13A(1) of the Listing Rules after the Listing. Based on the above, it is expected that immediately following completion of the Global Offering (assuming that the Over-allotment Option is not exercised), the total number of H Shares held by the public represents approximately 27.44% of our total issued Shares upon Listing. As a result, over 15% of our Company’s total issued Shares will be held by the public upon completion of the Global Offering as required under Rule 19A.13A(1) of the Listing Rules. On the basis that (i) no Offer Shares will be allocated under the Global Offering to any core connected person of our Company or person which is not regarded as a member of the public under Rule 8.24 of the Listing Rules and (ii) all Offer Shares to be issued to the cornerstone investors are excluded for the purpose of satisfying the free float requirement (assuming the Over-allotment Option is not exercised), upon completion of the Global Offering, it is expected that 6,813,500 H Shares will not be subject to any disposal restrictions (whether under contracts, the Listing Rules, applicable laws or otherwise) at the time of the Listing, representing a market capitalization of approximately HK$2,208.9 million at the time of Listing based on the Offer Price, which is over HK$600 million and will satisfy the free float requirement under Rule 19A.13C(1)(b) of the Listing Rules. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 123 – --- page 133 --- CORPORATE STRUCTURE IMMEDIATELY BEFORE COMPLETION OF THE GLOBAL OFFERING The chart below sets out the shareholding structure of our Group immediately before completion of the Global Offering: Mr. Xu Yingtong Jiaxing Gulin(1)(6) Jiaxing Ouji(1)(7) Jiaxing Mailin(1) Jiaxing Maita(1) Jiaxing Qianzhusong(2) Zhuhai Meiheng Guangzhou Huaxin V Fund Entities(3) Eastern Bell Capital(4) Other Pre-IPO Investors(5) Mr. Zhang Xianmiao The Company (PRC) GP GP GP GP GP 10.18% 7.86% 6.43% 21.07% 3.74% 9.88% 1.25% 14.89% 8.18% 2.88% 2.88% 10.76% 100% Shanghai Sige Digital (PRC) Sige Cloud (PRC) 100% Suzhou Sigenergy (PRC) 100% Beijing Sigenergy (PRC) 100% Hefei Sigenergy (PRC) 100% Jiangsu Sigenergy (PRC) 100% Shanghai Sigenergy (PRC) 100% Hengqin Sigenergy (PRC) 100% Nantong Sigenergy(8) (PRC) 51% Sigenergy Technology (Hong Kong) Limited (Hong Kong) 100% SIGENERGY TECHNOLOGY PTE. LTD. (Singapore) Sigenergy Technology Inc. (U.S.A.) Sigenergy Japan Co., Ltd. (Japan) SIGENERGY SMARTEK GMBH (Germany) Sigenergy Technology Holding B.V . (Netherlands) SIGENERGY TECHNOLOGY LIMITED (U.K.) SIGENERGY INTERNATIONAL, S.L. (Spain) Sigenergy Technology (Pty) Ltd (South Africa) SIGENERGY AUSTRALIA PTY LTD (Australia) SY A TECHNOLOGY PTE. LTD. (Singapore) 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Sigenergy Technology B.V . (Netherlands) Point Guard Energy Inc. (U.S.A.) 100% SIGENERGY ITALY S.R.L. ʢItalyʣ 100% 100%99% 1% SIGENERGY TECHNOLOGY SPÓŁKA Z OGRANICZON Ą ODPOWIEDZIALNOŚCIĄ (Poland) HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 124 – --- page 134 --- Notes: (1) Mr. Xu is the sole general partner of each of Jiaxing Ouji, Jiaxing Gulin, Jiaxing Mailin and Jiaxing Maita, holding (a) 65.60% partnership interes t of Jiaxing Ouji, (b) 1.07% partnership interest of Jiaxing Gulin, (c) 99% partnership interests of Jiaxing Mailin, and (d) 45.85% partnership interest of Jiaxing Maita. For more details, p lease refer to “Capitalization of our Company” in this section. (2) Mr. Zhang is the general partner of Jiaxing Qianzhusong holding 99% partnership interest therein. For more details, please refer to “Capitalizat ion of our Company” in this section. (3) V Fund Entities include Suzhou V Fund, Jinan V Fund and Gongqingcheng Yunteng. “— Pre-IPO Investments — (5) Information about our Pre-IPO Investor s — V Fund Entities” for details. (4) Eastern Bell Capital holds its interest though Jiaxing Dingyun. See “— Pre-IPO Investments — (5) Information about our Pre-IPO Investors — Easter n Bell Capital” for details. (5) For details of other Pre-IPO Investors, see “— Pre-IPO Investments — (5) Information about our Pre-IPO Investors” in this section. (6) Jiaxing Gulin is an Employee Incentive Platform. As of the Latest Practicable Date, the remaining 98.93% partnership interests of Jiaxing Gulin w ere held by four limited partners, namely Yuansi Nengju, Yuansi Hezhong, Yuansi Yuanlue, and Yuansi Zhitong, holding approximately 83.32%, 1.72%, 5.17% and 8.73% partnership interests of J iaxing Gulin, respectively. Please refer to “Statutory and General Information — 5. Pre-IPO Employee Incentive Scheme” in Appendix IV to this Prospectus for more details. (7) Jiaxing Ouji is an Employee Incentive Platform. As of the Latest Practicable Date, the remaining 34.40% interests of Jiaxing Ouji were held by thre e limited partners, namely Yuansi Gongzhan, Yuansi Tongzhou, and Yuansi Chuangshuo, holding approximately 25.71%, 4.49% and 4.21% partnership interests of Jiaxing Ouji, respectiv ely. Please refer to “Statutory and General Information — 5. Pre-IPO Employee Incentive Scheme” in Appendix IV to this Prospectus for more details. (8) The other shareholder of Nantong Sigenergy is Dongguan Xianghua Hardware Technology Co., Ltd.* (ʮ̡) (holding 49% of equity interests therein), which is owned by Liu De An ( ᄎᅃτ) and Zhao Meili (ᘆ) as to 95% and 5%, respectively. Dongguan Xianghua Hardware Technology Co., Ltd., Liu De An and Zhao Meili are all Independent Third Parties. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 125 – --- page 135 --- CORPORATE STRUCTURE IMMEDIATELY FOLLOWING COMPLETION OF THE GLOBAL OFFERING The chart below sets out the shareholding structure of our Group immediately following completion of the Global Offering (taking into account the Share Subdivision, and assuming the Over-allotment Option is not exercised): Mr. Xu Yingtong Jiaxing Gulin(1)(6) Jiaxing Ouji(1)(7) Jiaxing Mailin(1) Jiaxing Maita(1) Jiaxing Qianzhusong(2) Zhuhai Meiheng Guangzhou Huaxin(9) V Fund Entities(3)(9) Eastern Bell Capital(4)(9) Other Pre-IPO Investors(5)(9) Mr. Zhang Xianmiao The Company (PRC) Sige Cloud (PRC) Shanghai Sigenergy (PRC) Suzhou Sigenergy (PRC) Beijing Sigenergy (PRC) Hefei Sigenergy (PRC) GP GP GP GP GP 9.62% 100% 100% 100% 100% 100% Jiangsu Sigenergy (PRC) 100% Hengqin Sigenergy (PRC) 100% Nantong Sigenergy(8) (PRC) 51% Sigenergy Technology (Hong Kong) Limited (Hong Kong) 100% 7.43% 6.08% 19.91% 3.54% 9.34% 1.18% 14.08% 7.73% 2.72% 2.72% 10.15% Other public Shareholders(9) 5.50% Shanghai Sige Digital (PRC) 100% SIGENERGY TECHNOLOGY PTE. LTD. (Singapore) Sigenergy Technology Inc. (U.S.A.) Sigenergy Japan Co., Ltd. (Japan) SIGENERGY SMARTEK GMBH (Germany) Sigenergy Technology Holding B.V . (Netherlands) SIGENERGY TECHNOLOGY LIMITED (U.K.) SIGENERGY INTERNATIONAL, S.L. (Spain) Sigenergy Technology (Pty) Ltd (South Africa) SIGENERGY AUSTRALIA PTY LTD (Australia) SY A TECHNOLOGY PTE. LTD. (Singapore) 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Sigenergy Technology B.V . (Netherlands) Point Guard Energy Inc. (U.S.A.) 100% SIGENERGY ITALY S.R.L. ʢItalyʣ 100% 100%99% 1% SIGENERGY TECHNOLOGY SPÓŁKA Z OGRANICZON Ą ODPOWIEDZIALNOŚCIĄ (Poland) Notes: For notes (1) to (8), please see “— Corporate Structure Immediately before Completion of the Global Offering” in this section above. (9) The Shares held by these Shareholders will count towards the public float upon Listing. See “— Public Float” in this section. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 126 – --- page 136 --- OVERVIEW Who We Are We are a global leader in distributed energy storage system (DESS) solutions. We believe the distributed energy storage system s — a product that tens of millions of homes and businesses around the world use for solar power generation, storage and charging — will be characterized by incorporating AI and advanced software technologies to deliver smarter, safer and scalable energy solutions. We are strategically focused on the stackable all-in-one DESS solutions market, a sub-segment accounting for approximately 0.7% of the ESS market in 2024. Two years after our founding, we have become the world’s No. 1 provider of stackable all-in-one DESS solutions as measured by product shipments with a 28.6% market share in 2024, according to Frost & Sullivan, accounting for 0.6% of the DESS market and 0.2% of the ESS market in the same period. We were founded in May 2022, with a blueprint to reshape the distributed ESS industry with technology and product innovations. In June 2023, we unveiled our flagship product SigenStor , our 5-in-1 ESS solution. In 2025, we generated revenue of RMB9,000.5 million, a milestone that, according to Frost & Sullivan, typically takes industry peers more than five years to reach. Set forth below are certain of our major milestones since our establishment. Major Milestones of Development Throughout History Sigenergy established May Winner of Red Dot Design Award March April June Sigen AI available on APP November New C&I solution launched The world’s first V2X solution implemented Distributors 100+ OctoberJune Applied patents 350+ Registered installers 4000+ December According to Frost & Sullivan As of December 31, 2024 Global No. 1 shipment volume of all-in-one ESS solutions The first batch of products shipped to Europe Official global launch of our brand & products NovemberNovember 172 distributors 17,600+ registered installers 605 applied patents 234 granted patents as of December 31, 2025 December 2022 20242023 2025 Our Business We develop and provide innovative renewable energy solutions for both homes and businesses. Our flagship product, SigenStor , seamlessly integrates a solar inverter, EV DC charger, Power Conversion System (PCS), battery pack, and Energy Management System (EMS) with a modular, stackable product design. With simple stacking or module replacement, users can tailor capacity to meet a range of energy needs across residential, commercial, and industrial applications, showcasing substantial flexibility and scalability. During the Track Record Period, SigenStor sales had consistently contributed over 90% of our total revenue. The fusion of advanced power electronics with AI and software technologies elevates energy efficiency and user experience, distinguishing us from conventional offerings. Anchored in a cloud-native infrastructure and enhanced by AI-driven optimization, our adaptable and ever- evolving products deliver tailored energy plans, maximizing cost savings while providing a safer, smarter and more refined user experience. BUSINESS – 127 – --- page 137 --- The exceptional scalability and convenience benefits offered by our products have captivated customers worldwide. At present, our reach extends far and wide — we work with an extensive network of 172 distributors spanning 85 countries and regions as of December 31, 2025, and we have become the go-to partner for leading distributors in all major markets such as APAC, Europe and Africa, including the top distributor in Australia, the UK, Ireland, Sweden, South Africa and United States. In 2023, 2024 and 2025, we achieved total energy capacity sales of 18 MWh, 447 MWh and 3,947 MWh for our flagship product, SigenStor , respectively. To uphold exceptional product quality, we manufacture our products at our manufacturing facilities in Lin-gang and Jinqiao, Shanghai and Nantong, Jiangsu. Notably, our production base in Nantong is a temporary facility to address production capacity constraints at the Lin-gang factory due to the limited site area restricting our ability to further expand our production capacity in light of our high utilization rates and increasing market demand for our products, and we are currently expanding our production base in Nantong. By pairing advanced equipment and technology with rigorous quality control protocols, we ensure product reliability and performance. The utilization rates of our manufacturing facilities were 68.2%, 90.0% and 85.5% for battery packs in 2023, 2024 and 2025, respectively, and the utilization rates of our manufacturing facilities were 70.8%, 83.4% and 83.4% for inverters in 2023, 2024 and 2025, respectively. Our Achievements Driven by our technological capabilities and the compelling value of our products, we experienced rapid business expansion and revenue growth throughout the Track Record Period. Our revenues increased from RMB58.3 million in 2023 to RMB1,329.8 million in 2024, and further to RMB9,000.5 million in 2025. Despite our loss making position in 2023, we have achieved a net profit of RMB83.8 million and RMB2,918.8 million in 2024 and 2025, respectively. No. 1 Stackable All-in-one DESS Solution Provider(1) in 2024 154.4x revenue growth from 2023 to 2025 ~40% R&D employees(2) 605 / 234 patent applications/ issued patents(2) Global Business Coverage 85 countries and regions(2) 172 / 17,600+ cooperative distributors/ registered installers(2) Notes: (1) Stackable all-in-one DESS solutions market is a sub-segment within the broader global ESS industry. According to Frost & Sullivan, the all-in-one DESS market share in the ESS market is 2.5% in 2024. (2) As of December 31, 2025. OUR COMPETITIVE STRENGTHS Strong Technological Innovation Capabilities Fueled by our strong technological innovation capabilities, we have developed a comprehensive suite of proprietary software and hardware technologies across power electronics, battery management systems (BMS), smart charging and Vehicle-to-Everything (V2X), cloud computing and AI, as well as advanced manufacturing and testing methods and machine design. BUSINESS – 128 – --- page 138 --- Industry-leading power electronics . We have pioneered an industry-leading DC bus architecture design, seamlessly integrating photovoltaic storage inverters, battery packs, and DC chargers through a unified DC bus. This design enables efficient and flexible configurations to meet diverse customer needs across various scenarios. Our commitment to achieving low failure rates is supported by comprehensive, end-to-end reliability measures, encompassing rigorous quality control of raw materials, advanced hardware and software reliability design, intelligent production management, and continuous process improvements. Our solutions excel in coordinated photovoltaic and high-capacity energy storage control, featuring cutting-edge grid connection and off-grid algorithms. Leveraging power electronics and digital control technologies, we deliver optimal on-grid and off-grid performance, enabling a seamless and intelligent energy experience. Advanced pack design and BMS technology . We leverage advanced pack parallel design technology, forming battery packs with minimal cells in series, connected through a fully parallel architecture. Each pack integrates an isolated DC-DC module to elevate its voltage to the operating range required by the PCS, ensuring optimal system performance. Our integrated BMS, coupled with sophisticated cloud-based algorithms, enhances the intelligence and safety of our energy storage solutions. This innovative approach results in a robust, highly reliable battery system that prioritizes user safety and efficiency, embodying the forefront of energy storage technology. Smart charging and V2X technology . We are the first in our industry to introduce the bi-directional EV DC charging module for V2X applications to enable bi-directional energy flow between batteries and appliances, empowering electric vehicles to both charge and return energy to the grid. Our proprietary high-power DC charging modules, bidirectional charging and discharging systems, and charging core controllers are all designed and developed in-house, showcasing a platform-based, modular approach. This comprehensive design supports global charging communication standards and ensures exceptional vehicle compatibility and first-attempt charging success. To address the challenges of remote charging station management, we leverage digital twin and data-driven technology to enable predictive maintenance, enhancing the reliability and safety of our products beyond traditional remote diagnostics, which substantially reducing costs. Furthermore, through the compliance with ISO 15118 standards, we have developed advanced interaction technologies that seamlessly integrate vehicles with homes, buildings, and power grids, effectively solving vehicle-to-charger interoperability issues. Cloud computing and AI integration . We have developed Sigen Cloud , a highly scalable cloud-native platform capable of supporting extensive processing across varied usage scenarios. Our Sigen Cloud platform provides a unified management platform for distributors to manage their operations more efficiently, from placing equipment orders and tracking installation progress to monitoring power station growth and user expansion. Integrating this platform with the unified architecture of the mySigen App allows seamless interconnectivity across product modules, enabling real-time monitoring, management, diagnosis, and troubleshooting on a single platform. By embedding AI technology in solar inverters, energy storage systems, charging stations, and energy management systems, we enhance safety, efficiency, and user experience. Our advanced multi-power switching strategy enable smooth transitions between grid, photovoltaic storage, and generator operations, fostering an intelligent energy ecosystem for residential, commercial, and industrial use. Additionally, our system effectively supports virtual power plants that can partake in power system services and market transactions, creating new revenue opportunities for users while contributing to regional grid stability. Advanced manufacturing and testing methods and machine design . We have pioneered several groundbreaking technologies that address key industry challenges. These include the development of the CTP pack manufacturing and testing methods, a fully automated gluing process, and the innovative 6 pack stacking technology, which significantly enhances energy density. Our multi-layer stacking thermal cascade technology further improves heat dissipation, while our high-availability, explosion-proof battery protection design ensures greater safety and reliability. Together, these advancements solve common problems such as complex assembly processes, inefficient space utilization, and the risk of thermal loss and explosion, optimizing equipment integration and improving reliability of critical components, such as inverters and batteries. BUSINESS – 129 – --- page 139 --- Compelling Product Value Propositions Elevating User Experience Underpinned by our strong technological innovations, we have thoughtfully developed our SigenStor to offer unique value propositions and an enhanced user experience to our customers and end users:  Integrated design with scalability . Our SigenStor 5-in-1 ESS solution integrates a solar inverter, EV DC charger, PCS, battery pack and EMS. With its modular and stackable design, users can effortlessly expand or replace modules to meet diverse capacity requirements across various use applications, offering remarkable flexibility and scalability.  Streamlined installation and configuration . SigenStor revolutionizes energy storage installation with its user-friendly design, which significantly reduces the complexity and technical skills required for installation. By eliminating external wiring through a floating terminal design and incorporating screw-free decorative parts, SigenStor’ s modular design allows for a streamlined setup within 15 minutes, which reduces installation costs. SigenStor features full networked communication with automatic equipment networking and parameter filling, reducing configuration and debugging time to just five minutes, as well as fast OTA software updates with parallel module upgrades.  Safety and reliability . SigenStor is leading the safety standards for the industry, incorporating five layers of protection — from a high-temperature insulated pad and an integrated fire extinguisher to aerogel insulated pads, a decompression valve, and temperature sensors. This comprehensive approach safeguards against overheating, overcharging, short circuits, and other potential hazards, ensuring safe operation while reducing the risk of failures. Furthermore, our ESS solutions monitor grid status in real time and can execute rapid on- and off-grid switching, delivering uninterrupted power supply and ensuring energy stability and reliability for customers.  V2X-enabled EV DC charging . We are the first in our industry to introduce the bi-directional EV DC charging module for V2X applications to enable bi-directional energy flow between batteries and appliances, empowering electric vehicles to both charge and return energy to the grid. This innovation enhances convenience, energy flexibility and sustainability, with support for 25kW fast charging, greatly shortening the charging time of electric vehicles.  AI-optimized operations . We have integrated AI into the traditional energy industry, and have introduced AI assistants as well as AI-assisted energy consumption, scheduling and safety features to bring consumers an innovative ESS experience. As the industry’s first ESS company to integrate GPT-4o according to Frost & Sullivan, our mySigen App boasts an intuitive, multilingual natural language Q&A interface, and analyzes user electricity use, weather data and other information using intelligent AI models to provide customized energy recommendations and optimization solutions. Our software platform can also sync with leading virtual power plant (VPP) vendors in various regions around the world through our API interface, and also supports automatic capture of real-time dynamic electricity prices from over 20 countries and over 60 power companies, enabling our users to monitor and adjust to electricity price fluctuations. Go-To Partner for Top Distributors Worldwide Since our founding, we have quickly established our footprint worldwide, including APAC, Europe, Africa, and North America — regions with tremendous demands and significant growth in renewable energy solutions. The scalability and performance of our products have enabled us to rapidly attract a growing, loyal customer base consisting of leading distributors across different markets. As of December 31, 2025, we collaborated with 172 distributors across 85 countries and BUSINESS – 130 – --- page 140 --- regions, as well as 17,614 registered installers, and we have become the go-to partner for leading distributors in all major markets such as APAC, Europe and Africa, including the top distributor in Australia, the UK, Ireland, Sweden, South Africa and United States. Our localized sales force effectively covers major distributors across geographic markets through a diverse range of sales channels, including trade fairs, exhibitions, social media platforms, and online communities. This network allows us to gain invaluable insights into end-user needs which are often localized. We maintain a rigorous set of protocols and procedures to manage our distribution network, ensuring effective sales practices that bolster the stability and sustainability of our partnerships. Over time, this network has validated and strengthened our brand reputation, driving the continuous expansion of our global reach. Our AI-optimized mySigen App seamlessly integrates with major virtual power plants around the world. This connectivity positions us as the preferred brand for these power plants, which expands our reach to a wider customer base. End-to-End Manufacturing and Operational Excellence Ensuring Quality and Efficiency We employ rigorous supply chain management practices, integrating world-class manufacturing equipment, advanced techniques, and comprehensive management systems to ensure consistently high product quality while optimizing operational efficiency. Manufacturing . We harness state-of-the-art battery pack manufacturing and testing methods, along with innovative machine design engineering and a proprietary Manufacturing Execution System (MES), to enhance product quality and ensure full traceability. Our approach addresses key industry challenges, such as the module-less battery pack design, and significantly extends the lifespan of energy storage battery packs. This is achieved through the use of automotive-grade ring spot laser welding, precision clamping force simulation with servo motors, and comprehensive environmental testing that replicates user conditions. Furthermore, our fully automated gluing process increases the reliability of our inverters. Our continued investment in manufacturing has allowed us to rapidly scale our production volume from over 8,400 inverters and more than 70 MWh of battery packs in 2023 to over 299,000 inverters and more than 4,800 MWh of battery packs in 2025. Quality Control . We have developed end-to-end quality control systems and policies that meticulously oversees each stage of our operations. This system encompasses everything from demand forecasting and supply chain management to manufacturing, installation, and commissioning, extending to the actual use of our products. By ensuring comprehensive traceability throughout the entire product lifecycle, we uphold exceptional quality and reliability at every major phase. Digital Operational System . Our proprietary cloud-based architecture, combined with a tailored ERP system, enables seamless oversight from end to end across key operational stages. From raw material intake and manufacturing processes to transportation, product delivery, and system activation, every major phase is meticulously tracked and managed through real-time, visualized data. This comprehensive approach ensures transparency and efficiency throughout the entire operational lifecycle. Our operations and maintenance platform enables our personnel to efficiently identify potential faults and issues, taking proactive steps to prevent defects and minimize the risk of future failures. Visionary Leadership and Innovative Corporate Culture Under the visionary leadership of our founder, Mr. Xu, we have made remarkable strides in both technology innovation and market presence. Mr. Xu brings decades of experience in the ESS and AI industries, having previously served in key leadership positions in smart PV and AI computing solutions, spearheading development of inverter teams and overseeing product planning and seamlessly integrating digital and internet technologies, and has also led the introduction of AI computing solutions deployable across diverse applications. BUSINESS – 131 – --- page 141 --- Mr. Zhang Xianmiao, our President, exemplifies exceptional leadership with over 17 years of experience in the photovoltaic and ESS industries. Mr. Zhang has deep experience in research and development of photovoltaic inverters, and product design and planning, and is recognized as a pioneer in China’s string inverter technology. His extensive expertise and leadership have been instrumental in driving technological innovation and operational excellence within our Company. Guided by the exemplary leadership of Mr. Xu and Mr. Zhang, we have built a highly skilled R&D team composed of seasoned industry veterans, representing over 40% of our workforce. More than half of our R&D team hold master’s degrees or higher, with many of our R&D team having over 10 years of professional experience in the PV industry. Our core team members come from renowned energy and technology companies, bringing extensive expertise in product development and marketing for solar inverters, energy storage batteries, power batteries, electric vehicles, and consumer electronics. This diverse experience enriches our team’s strategic insight and drives the implementation of forward-thinking, cutting-edge technologies that shape our innovative approach. OUR GROWTH STRATEGIES We plan to implement the following strategies to achieve our long-term goals: Continue to Invest in Technology Innovation to Broaden Product Portfolio and Use Cases We remain committed to advancing our core R&D and technical capabilities across inverters, energy storage, and charging solutions, with a focus on elevating user experience, energy efficiency, and safety. Our strategic emphasis will include broadening our product portfolio to address a variety of use cases. For instance, in June 2024, we introduced comprehensive solutions tailored for commercial and industrial (C&I) applications, and we plan to launch new offerings for C&I and utility-scale power station scenarios. By diversifying our product range, we aim to seize growth opportunities across different markets and application scenarios. To this end, we plan to invest in the R&D of smart C&I ESS solutions, including inverter design, battery pack performance and safety, modular architecture, and system-level AI integration. These investments aim to enhance system efficiency, flexibility, and application adaptability across commercial use cases. Our R&D team is vital to sustaining our innovative edge, and we will continue to invest in expanding and nurturing this critical asset. We are dedicated to attracting and retaining top-tier talent through competitive compensation, comprehensive training programs, and clear long-term career development pathways. Therefore, we plan to hire additional R&D staff over the next years. Integrate Cloud Computing, AI and Advanced Software Technologies We are committed to advancing our software capabilities by incorporating the latest developments in integrated communications, AI, and Artificial Intelligence of Things (AIoT). This strategic focus will enhance our product functionality and value, encompassing AI-driven energy planning, scheduling, security protocols, and customer service features. By leveraging our robust data analytics, we aim to enhance energy efficiency through dynamic operation adjustments, power consumption optimization, and advanced energy scheduling. Our ongoing development efforts will include continuous improvements to the AI-powered mySigen App, ensuring a safer, smarter, and more seamless user experience. We also plan to explore commercial opportunities through exploring new monetization models for our smart mySigen App features and functionalities. Additionally, we will actively pursue innovative application scenarios, such as participating in electricity market transactions and supporting dynamic electricity pricing and other value-added services. We plan to upgrade the computing power, intelligence and storage capacity of our cloud-native Sigen Cloud platform, and to enhance our AI and machine learning algorithms. These upgrades are expected to improve real-time data processing, enable intelligent diagnostics, and enhance remote energy management capabilities. BUSINESS – 132 – --- page 142 --- Expand Production Capacity and Intelligent Manufacturing Capabilities We plan to further expand our production capabilities to satisfy the rapid growth in market demand for our products. For example, we have completed construction work for a new production facility in Nantong, Jiangsu Province for C&I ESS solutions, which is expected to enter full commercial production in 2027. See “Business — Manufacturing — Planned Production Capacity Expansion” for more details. We will also continuously strengthen our intelligent manufacturing capabilities through introducing advanced equipment and manufacturing technologies and adopting industry-leading production standards and systems to ensure high quality while optimizing our manufacturing processes. Among others, we intend to support civil engineering, equipment procurement and infrastructure construction at our planned Nantong production base, helping us improve cost efficiency, product delivery speed, and production flexibility. Accelerate Global Expansion We aim to deepen our market penetration across Europe while expanding our presence in high-growth regions, including APAC, Africa, and North America. Our strategy includes researching and delivering ESS solutions tailored to meet the unique needs of these diverse markets. Furthermore, we are exploring entry into new and emerging markets such as Latin America, the Middle East and Central Asia, leveraging our expertise to adapt and provide solutions that align with local energy demands and regulatory requirements. Through this targeted approach, we seek to enhance our global footprint and solidify our leadership in the distributed ESS solutions sector. We plan to hire approximately 200 to 400 additional sales and customer service personnel each year between 2026 and 2029, totaling around 1,200 new hires over the period. These hires will allow us to strengthen our local service presence, shorten response time for technical support, and improve end-user satisfaction across key regions. We expect this expansion to contribute to higher customer retention, smoother product onboarding, and greater referral-based sales growth. Enhance Strategic Cooperation along the Industry Value Chain We plan to enhance product performance and elevate user experience by strengthening collaboration across the industry value chain. For example, by deepening partnerships with leading global chip manufacturers, we aim to secure a reliable supply of high-performance chips that drive technological innovation and accelerate product development. Additionally, we are expanding our global network by collaborating with top-tier distributors and grid systems, enabling us to reach a broader audience and deliver superior solutions worldwide. We will also deepen our partnership with virtual power plant (VPP) providers, leveraging our intelligent cloud-native Sigen Cloud platform’s high flexibility and distributed advantages allow for rapid deployment, on-demand scaling, and high-reliability redundancy, enabling deep integration with VPP ecosystem with our solutions. We believe the continued investment in our AI-powered cloud platform and digital customer service system will further facilitate such collaborations by enabling advanced interoperability, third-party integration, and intelligent energy trading participation. OUR SMART RENEW ABLE ENERGY SOLUTIONS We develop and provide innovative renewable energy solutions for homes and businesses, integrating the latest advancements in power electronics, cloud computing, and AI. Our products are designed to integrate seamlessly into diverse residential, commercial, and industrial environments, adapting to varying energy consumption needs. To enhance user experience, we developed the AI-powered mySigen App, which provides comprehensive visibility and control over energy use. The app enables real-time monitoring, intuitive device management, and efficient troubleshooting across our product suite, delivering a seamless, all-in-one solution for intelligent energy management across multiple platforms and devices. During the Track Record Period, we generated our revenues from sales of products, including primarily SigenStor , our flagship 5-in-1 ESS solution, which consistently represented over 90% of our total revenues. To a lesser extent, we also generated revenue from the sale of energy gateways, BUSINESS – 133 – --- page 143 --- including three-phase gateways, C&I gateways, and single-phase gateways, as well as other products such as EV AC chargers. The following table sets forth our revenue breakdown by products, in absolute amounts and as a percentage of our total revenue, for the years indicated. Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except percentages) SigenStor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,174 96.4 1,204,247 90.6 8,363,020 92.9 Gateway /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,115 1.9 78,380 5.9 438,885 4.9 Others* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,013 1.7 47,211 3.5 198,607 2.2 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,302 100.0 1,329,838 100.0 9,000,512 100.0 *Note: including primarily standalone EV AC chargers and accessories. Since our inception, we have rapidly expanded our global footprint as part of our international growth strategy to benefit from the higher selling prices and gross margins in overseas markets compared to the Chinese Mainland market, primarily as the end-customer bases in overseas markets generally prioritize more high-end, advanced products which can be sold at premium selling prices as compared to the generally more cost sensitive end-customer base in the Chinese Mainland. As of December 31, 2025, our sales network spans 85 countries and regions, with APAC and Europe as our major revenue source. The following table sets forth our revenue breakdown by geographical locations, in absolute amounts and as a percentage of our total revenue, for the years indicated. Y ear ended 31 December 2023 2024 2025 RMB’000 % RMB’000 % RMB’000 % APAC(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,307 9.1 261,924 19.7 4,129,731 45.9 Europe (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,312 72.6 798,206 60.0 4,010,117 44.6 Africa /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118904 1.6 171,166 12.9 553,882 6.2 Chinese Mainland /H1118 7,096 12.2 63,525 4.8 89,798 1.0 Others (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,683 4.5 35,017 2.6 216,984 2.3 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,302 100.0 1,329,838 100.0 9,000,512 100.0 (1) Excluding Chinese Mainland. In 2023, 2024 and 2025, revenue from (i) Australia accounted for nil, 15.4% and 42.6% of our total revenue, respectively, and (ii) Vietnam accounted for 7.1%, 0.7% and 0.3% of our total revenue, respectively. No other country in the APAC region contributed more than 5% of our total revenue during the Track Record Period. (2) In 2023, 2024 and 2025, revenue from (i) Germany accounted for 9.3%, 13.8% and 10.2% of our total revenue, respectively, (ii) Sweden accounted for 17.2%, 8.0% and 6.9% of our total revenue, respectively, (iii) Ireland accounted for nil, 8.9% and 5.1% of our total revenue, respectively, (iv) Belgium accounted for 22.9%, 6.9% and 3.5% of our revenue, respectively, and (v) Spain accounted for 14.0%, 4.0% and 1.5% of our revenue, respectively. No other country in Europe contributed more than 5% of our total revenue during the Track Record Period. (3) Comprising Middle East and Central Asia, Latin America and Northern America. Our Flagship 5-in-1 ESS Solution — SigenStor We launched SigenStor , our flagship product, in 2023, integrating a solar inverter, EV DC charger, PCS, battery pack and EMS into one AI-optimized, 5-in-1 ESS solution in a modular and stackable design. Below is the exterior design of our SigenStor . BUSINESS – 134 – --- page 144 --- We have thoughtfully crafted SigenStor into three core modules: the Sigen Energy Controller , the Sigen EV DC Charging Module , and the Sigen Battery . To ensure the optimal functionality of SigenStor , users are required to purchase the Sigen Energy Controller and the Sigen Battery simultaneously. The system supports up to six battery packs, allowing users to scale and customize their energy storage based on actual needs. The modules are designed to be installed by simply stacking them together, offering a user-friendly experience and strong flexibility for different energy usage scenarios. Sigen Energy Controller . By seamlessly integrating solar inverters, PCS and EMS, the Sigen Energy Controller module functions as the “brain” of our smart SigenStor , maximizing energy efficiency. Specifically, solar inverters convert direct current generated by solar panels into alternating current for residential and C&I uses, and the PCS manages the flow of electricity between the battery pack and the grid, ensuring optimal performance and efficiency. We have integrated a smart EMS within this module to precisely monitor and control energy flow, optimizing usage among solar generation, storage, and consumption. The Sigen Energy Controller provides a robust suite of features that enhance efficiency, reliability, and adaptability for various energy needs. The system is designed to operate flexibly both on-grid and off-grid, providing enhanced energy security and adaptability. In single-phase systems, it supports a high DC/AC ratio of up to 2, allowing for greater use of solar power. In three-phase systems, it includes up to four independent MPP trackers, which help maximize solar energy generation from panels installed in different orientations or locations. The Sigen Energy Controller also features multi-source black start capability, allowing the system to automatically restart after a power outage without relying on the grid. With an IP66 rating, it is highly resistant to dust and water, making it suitable for use in various environmental conditions. Sigen EV DC Charging Module . We pioneered introducing the bi-directional Sigen EV DC Charging Module for V2X applications, allowing electric vehicles to not only charge but also supply energy back, enhancing energy flexibility and sustainability. With a high charging capacity of up to 25kW, the module allows for rapid charging using renewable solar energy, reducing carbon emissions and promoting a sustainable energy ecosystem. Its broad voltage range of 150V to 1000V ensures compatibility with a wide variety of electric vehicles, accommodating different manufacturers and models for greater user convenience. BUSINESS – 135 – --- page 145 --- Sigen Battery . At the base of our SigenStor stack is the highly scalable Sigen Battery module, designed to meet diverse user demands. It features high-capacity 314Ah cells operating at low voltage, delivering safety, durability and reliability across various applications. Users can connect up to six battery packs, providing a maximum energy capacity of approximately 54 kWh. The module incorporates five layers of protection against overheating, overcharging, short circuits, and other hazards, ensuring safe operation and minimizing failure risks. Additionally, AI technology is employed to intelligently monitor and manage the battery’s performance, optimizing charging and discharging cycles to extend its lifespan and enhance long-term value. SigenStor is the first ESS solution in the industry to combine five-in-one functionalities and among the first in the industry to adopt stacking technologies, according to Frost & Sullivan. SigenStor features an integrated, modular design that allows for seamless expansion to meet various capacity needs, offering one of the highest capacity of any single modular all-in-one ESS solution at full stack size for its dimensions, with further capacity expansion available through parallel connectivity of multiple SigenStor , delivering immense scalability for deployment from residential households to commercial enterprises, driving SigenStor’s rapid adoption across diverse scenarios and energy consumption scales. Our SigenStor uses stacking technologies that have generated innovative new product designs for the latest all-in-one DESS solutions that, compared with traditional non-stackable designs, reduces floor space, installation time and labor costs, with lightweight modules and simplified installation, according to Frost & Sullivan. Such modular design and stacked installation provides key technological advantages in simplified deployment, with end-to-end integration, seamless system design, installation, and operation for faster commissioning. Furthermore, with industry-leading safety measures including five protective layers and real-time system monitoring, SigenStor ensures reliable, hazard-free operation and energy stability. Its innovative design streamlines installation, enabling a complete setup within minutes and swift configuration with automatic networking and updates. As the first ESS company to integrate GPT-4o, SigenStor benefits from first-mover advantages in the industry as the industry continues to move towards the fourth phase of development, which is characterized by the adoption of AI empowering integrated DESS solutions, according to Frost & Sullivan. Leveraging advanced AI technology, SigenStor delivers customized energy management, rapid system setup, intuitive support, and enhanced user interaction to meet diverse user preferences. We are one of the first to offer a comprehensive AI-empowered energy management software that can proactively and intelligently manage system operation based on weather forecasts, consumption patterns, and dynamic tariffs to maximize energy savings and returns, delivering unique and tangible value to users that has helped drive and solidify our rapid market recognition and acceptance. For details about the compelling value propositions SigenStor offers, see “— Our Competitive Strengths — Compelling Product Value Propositions Elevating User Experience.” The technological advantages and unique value propositions offered SigenStor has continued to drive its significant growth and premium market positioning. Energy Gateway The energy gateway is a smart backup box providing intelligent energy management and monitoring, automatically detecting power outages and providing seamless transition to backup ESS power sources when used in combination with our SigenStor . Our gateways also supports connection with third party products, such as generators, increasing energy source flexibility while still providing limited control functionalities of the system. In the event of a power outage, the gateway can seamlessly switch to backup power without any load disruption, ensuring continuous operation of essential appliances or equipment. It also includes protection features to safeguard both the grid and generators during power flow changes. The energy gateway is available in both single-phase and three-phase models to suit different application scenarios with varying capacities, supporting from one SigenStor system to up to 50 parallel SigenStor systems. BUSINESS – 136 – --- page 146 --- Our Mobile App We have developed a smart mobile app — mySigen — to empower users with visibility and control over their energy consumption. Offering real-time monitoring, effortless device management, and seamless troubleshooting across our entire product range, the mySigen App provides a sophisticated, all-in-one solution for intelligent energy management, all at the user’s fingertips across various platforms and screens. With advanced cloud computing technology, the mySigen App grants users instant access to energy flow throughout its entire lifecycle. For instance, users can monitor battery status in real time, gaining transparency into charge levels, health, and performance, which enhances user engagement and management. Additionally, the app allows users to oversee and control the vehicle charging process, offering real-time management of charging schedules and energy consumption. With the mySigen App, users can personalize their setup to achieve optimal energy efficiency and maximize electricity savings, all while enjoying customizable ambient lighting features to brighten their homes and workplaces. As the industry’s very first energy management app to be integrated with GPT-4o, according to Frost & Sullivan, the mySigen App functions as an after-sales engineer, home energy analyst, and device management assistant. Powered by advanced AI technology, the app optimizes savings by automatically analyzing system operations, dynamic tariffs, and weather data to enhance efficiency and cost-effectiveness. Leveraging data-driven AI algorithms, it also enables intelligent cloud- based management of BMS batteries, providing real-time alerts for potential risks. For details of our AI application, see “Our Technology — Key Technologies.” The mySigen App is designed with an intuitive, user-friendly interface, featuring real-time energy flow charts and detailed energy data graphs that provide clear, immediate insights into energy production and consumption. Below is an illustration showcasing the app’s interface and its key features. Our Product Use Cases Our products are designed to be integrated in a diverse range of residential and C&I settings, adaptable to meet varying levels of energy consumption needs. Each SigenStor system stacks up to six battery modules, with total cell capacity ranges from 9 kWh to 54 kWh per SigenStor system, and multiple SigenStor systems may also be connected in parallel, providing an easily scalable energy system suitable to the needs of businesses at varying scales. Residential . Our products may be used across various climates, residence sizes and household consumption need, enabling households to lower utility bills, reduce reliance on centralized power grids, and provides a safe, reliable source of home-wide backup energy during power outages. Furthermore, our bi-directional EV DC charging modules delivers bi-directional energy flow between batteries and home appliances, enabling connectivity between vehicles, homes, buildings, and the power grid. BUSINESS – 137 – --- page 147 --- Commercial & Industrial . During the Track Record Period, while our products are predominantly used in residential scenarios, their modular architecture, stackable design, and flexible system configuration also make them well-suited for deployment in a broad range of commercial and industrial use cases. Building on our expertise in modular, stackable ESS designs and compact, user-friendly inverters, we have adapted our SigenStor architecture to introduce a dedicated suite of C&I ESS solutions, including our C&I inverter and SigenStack , our new battery ESS (BESS) solution. Designed for safety, flexibility, efficiency, and intelligence, our 110 kW C&I inverter stands out as the world’s smallest and lightest in its power range, according to Frost & Sullivan. Its industry-leading compact form factor not only reduces transportation and installation costs but also incorporates an integrated EMS that supports parallel connection of multiple inverters and a reserved battery port for exclusive and seamless integration with SigenStack , enabling effortless transitions to a modular, scalable integrated system. SigenStack is our upgraded modular BESS solution tailored for C&I scenarios. Unlike traditional, bulky container-based ESS solutions that often struggle to fit constrained or urban environments, SigenStack features a compact, modular, and stackable design adaptable to diverse indoor and outdoor settings, such as wineries, schools, hospitals, factories, malls, offices, and communities, enabling flexible and scalable deployment tailored to individual project needs, with easy “stack-and-play” installation and ultra-fast commissioning, while eliminating regular and complex operations & maintenance. Product Pricing and Sales We price our products primarily based on the overall market price. We have set clear anchor points for our market positioning of being in the premium pricing tier. Based on these anchor points, overall market prices and trends, our own profitability analysis, and negotiations with customers, we adjust our prices within the market price range to ensure competitiveness while maintaining our market positioning. The following table sets forth details on the sales volumes and average selling prices (net of tax) to our distributors of our major products during the Track Record Period. Y ear ended December 31, 2023 2024 2025 Sales Volume Average selling price Sales Volume Average selling price Sales Volume Average selling price SigenStor (1) /H1118/H1118/H111818 MWh 3.17 RMB/Wh 447 MWh 2.69 RMB/Wh 3,947 MWh 2.12 RMB/Wh Gateway (2) /H1118/H1118/H1118/H1118392 units 2,844 RMB/unit 14,146 units 5,541 RMB/unit 104,552 units 4,198 RMB/unit Notes: (1) In line with market practices for assessing ESS sales volumes, we measure the sales volume of SigenStor based on the energy capacity of its battery packs sold (which is the core function for ESS solutions). Accordingly, we use “MWh” and “RMB/Wh” to measure the sales volume and average selling price for SigenStor , respectively. (2) We use “unit” and “RMB/unit” to measure the sales volume and average selling price for energy gateways, respectively. In 2024, the average selling price of SigenStor generally decreased across our key markets, primarily as we lowered our prices of SigenStor during the year, taking into account market factors such as the decrease in the price of battery cells, and an increase in overall sales rebates granted to our distributors as a result of their increased sales volume qualifying them for higher rebate tiers under our sales performance based, tiered rebate policy. Notwithstanding such decrease in average selling prices, our overall gross profit margin increased across all our key markets, with gross margins in international markets, including Europe and APAC, being generally higher than the China market, primarily due to the overall premium pricing we can achieve in international markets. Moreover, The decrease in average selling price of SigenStor from 2024 to 2025 was primarily due to (i) an increasing proportion of SigenStor sales with larger energy storage capacity configurations, BUSINESS – 138 – --- page 148 --- which generally have lower per-Wh prices compared to our smaller capacity configurations. According to Frost & Sullivan, it is an industry norm for increasing capacity to reduce per-Wh prices due to the increased energy density reducing the cost per unit of energy. This increase in the proportion of SigenStor sales with larger capacities was driven by factors such as favorable government policies and increased market supply enhancing the accessibility of ESS products to end-customers, and (ii) continued increase in overall sales rebates granted to our distributors as a result of their increased sales volume qualifying them for higher rebate tiers under our sales performance based, tiered rebate policy. The average selling price of gateways decreased from 2024 to 2025, primarily due to lower selling prices of our C&I gateways. According to Frost & Sullivan, products in the DESS market that are priced within the top 30% of the price range for comparable capacity and features are generally considered as premium tier. Based on industry pricing benchmarks, in 2024, most standard DESS solutions with similar energy capacity are priced between RMB1.6/Wh and RMB3.0/Wh in the international market. Taking into account our average selling price indicated in the above table, we believe our pricing is aligned with premium positioning, supported by the technical advantages of our products that deliver differentiated value to our customers and justify our premium pricing approach, including streamlined installation, enhanced safety features, AI-driven energy management capabilities, and a modular, stackable design. The following table sets forth a breakdown of the sales volumes of SigenStor by geographical locations during the Track Record Period. Y ear ended December 31, 2023 2024 2025 Geographical Location Sales Volume (MWh) % Sales Volume (MWh) % Sales Volume (MWh) % APAC(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.2 6.8% 82.9 18.5% 1,810.9 45.9% Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812.0 66.3% 257.3 57.6% 1,612.0 40.8% Africa /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.3 1.7% 78.9 17.7% 382.3 9.7% Chinese Mainland /H1118 3.6 19.7% 18.0 4.0% 50.9 1.3% Others (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.0 5.5% 9.9 2.2% 90.8 2.3% Notes: (1) Excluding Chinese Mainland. (2) Other regions comprise Middle East and Central Asia, Latin America and Northern America. The following table sets forth the breakdown of revenue by sales channel during the Track Record Period. Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except percentages) Direct sales /H1118/H1118/H1118/H1118/H1118/H111815,925 27.3 66,666 5.0 190,733 2.1 Distributor /H1118/H1118/H1118/H1118/H1118/H1118/H111842,377 72.7 1,263,172 95.0 8,809,779 97.9 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,302 100.0 1,329,838 100.0 9,000,512 100.0 As of December 31, 2023, 2024 and 2025, our secured contract value on hand amounted to RMB20.3 million, RMB293.0 million and RMB1,588.8 million, respectively, consisting of (i) RMB18.9 million, RMB231.4 million and RMB883.5 million from SigenStor , (ii) RMB0.5 million, RMB14.7 million and RMB76.4 million from gateway and (iii) RMB0.9 million, RMB46.9 million and RMB628.9 million from other products such as accessories and EV chargers. BUSINESS – 139 – --- page 149 --- Specifically, our SigenStor consists of key components of (i) solar inverters with integrated PCS and EMS, (ii) battery packs and (iii) optional EV DC modules, which form the complete SigenStor solution and are designed and optimized for seamless connection and interoperability exclusively to support the SigenStor system. While these components collectively form a comprehensive 5-in-1 ESS solution, they are also modular and capable of being sold separately based on customer needs and project requirements. Our modular design enables additional battery packs, up to six per SigenStor system, as well as our SigenStor -exclusive optional EV DC modules, to be purchased separately to expand customers’ existing SigenStor systems, enabling customers to tailor SigenStor to their individual needs and providing on-demand flexibility for seamless expansion. The following table sets forth the breakdown of revenue, gross profit, gross profit margin, average selling price, and sales volume by SigenStor ’s product sub-category during the Track Record Period. Y ears Ended December 31, Sub-category 2023 2024 2025 Revenue Gross Profit Gross Profit Margin Average Selling Price (RMB/Wh for battery packs, RMB for other products) Sales Volume (MWh for battery packs, units for other products) Revenue Gross Profit Gross Profit Margin Average Selling Price (RMB/Wh for battery packs, RMB for other products) Sales Volume (MWh for battery packs, units for other products) Revenue Gross Profit Gross Profit Margin Average Selling Price (RMB/Wh for battery packs, RMB for other products) Sales Volume (MWh for battery packs, units for other products) RMB’000 RMB’000 (%) (RMB) RMB’000 RMB’000 (%) (RMB) RMB’000 RMB’000 (%) (RMB) Battery Packs /H1118/H1118/H1118/H111836,601 12,684 34.7 2.03 18 761,978 366,219 48.1 1.70 447 5,926,968 3,092,854 52.2 1.50 3,947 Solar Inverters /H1118/H1118/H1118/H111818,516 5,900 31.9 10,976 1,687 403,650 187,234 46.4 9,780 41,272 2,140,932 1,073,827 50.2 9,752 219,532 Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H11181,057 N/A (2) N/A(2) N/A(2) N/A(2) 38,619 N/A (2) N/A(2) N/A(2) N/A(2) 295,120 N/A (2) N/A(2) N/A(2) N/A(2) Notes: (1) Others consists of sales of EV DC charging modules and installation kits. (2) The relevant data is not meaningful taking into account the optional nature of the EV DC charging modules and installation kits, the wide variation in sales volumes and unit prices between our EV DC charging modules and installation kits, and the insignificant contribution to our total revenue throughout the Track Record Period. BUSINESS – 140 – --- page 150 --- During the Track Record Period, sales of SigenStor consistently accounted for over 90% of our revenue. To mitigate the risks associated with the significant revenue contribution of SigenStor , we are committed to becoming a full-scenario ESS solution provider, building on the success of SigenStor ’s stackable design philosophy across both residential and C&I scenarios. For example, In 2025, we officially launched SigenStack , our new dedicated C&I battery ESS solution, and dedicated C&I inverters. See “— Our Smart Renewable Energy Solutions — Our Product Use Cases” in this section for more details. In terms of our new suite of C&I solutions, we sold 5,525 C&I hybrid inverters, and we had confirmed orders for 2,394 further units as of December 31, 2025. Going forward, we plan to continue to launch new solutions across diverse scenarios and diversify our product scenario to mitigate the risks of reliance on SigenStor , researching and developing solutions which address the unique energy storage pain points in settings such as wineries, hotels, farms and factories. We also plan to explore new commercial opportunities and further diversify revenue streams such as through exploring new monetization models for our smart mySigen App features and functionalities. OUR TECHNOLOGY Key Technologies Through our R&D efforts, we have built a fundamental core of key technologies underpinning the unique value propositions across our product range. Power Electronics Technology Advanced DC bus architecture . We were the first to launch a commercialized DC bus architecture design that allows the integration of photovoltaic-storage inverters, battery packs, and DC chargers via a DC bus coupling, further improving our product’s high dynamic response and efficiency. Low-failure rate high-power design and development . By implementing rigorous batch quality control of raw materials, comprehensive reliability assessments for hardware and software, intelligent production management, production processes, comprehensive fault induction and interception, we achieve a low failure rate in high-power systems through end-to-end reliability design and management. Grid-connected and off-grid control algorithms . Our ESS solutions incorporate large- capacity energy storage with coordinated photovoltaic control and advanced grid-connected and off-grid control algorithms. We achieve optimal grid-connected and off-grid control performance, providing an advanced user experience and enabling an intelligent, interconnected energy system. Battery Management System (BMS) High-safety parallel design of battery packs . The fully parallel architecture utilizes a minimal number of battery cells connected in series to form the battery pack. Each pack is connected to an isolated DC-DC module, which raises the pack’s voltage to the necessary range for the PCS to operate. This innovative parallel architecture offers several advantages, including fewer battery cells per module, independent control for each battery module, compatibility with different manufacturers’ cells, the ability to mix old and new packs, and ensuring that a fault in a single pack does not affect the operation of other modules. Cloud-based collaborative BMS technology . Leveraging cloud-based BMS big data with a 10-second refresh rate, this technology uses higher computational power to build an AI-driven battery system model. On the device side, a hybrid approach combining Extended Kalman Filter (EKF) algorithms is used to monitor battery data in real-time. The cloud and device systems work together using digital twin technology to enable seamless data exchange of battery model parameters, leading to more accurate calculations and predictions. Key outcomes include more precise measurement and forecasting of the battery’s State of Health (SOH), real-time optimization of the State of Power (SOP) curve, correction of State of Charge (SOC) estimates, and early fault detection. BUSINESS – 141 – --- page 151 --- Smart Charging and V2X Technology Smart charging . Our charging solutions support global charging communication standards, including CCS1 (North America), CCS2 (Europe) and GB (China). The core competitive advantages of our products are vehicle compatibility and the high success rate of initial charging. Leveraging our advanced DC bus architecture, our DC charging technology can flexibly utilize both grid-based and PV system power sources, coupled with AI algorithms to achieve higher energy utilization. V2X technology . Our V2X technology enables interaction between vehicles, homes, buildings, and the power grid. We have successfully addressed the interoperability issues between vehicles and charging stations. Our research and development cover various functions, including V2L (vehicle-to-load), V2H (vehicle-to-home), and V2G (vehicle-to-grid discharging). These innovations create new application scenarios and business models, such as emergency outdoor power supply, optimized home energy management, demand-side response, and participation in grid ancillary services. Cloud Computing and AI Integration Cloud-native platform . We have developed Sigen Cloud , a cloud-native platform which can support high-volume processing of distributed energy hardware and usage scenarios with high scalability. Distributors can leverage our Sigen Cloud platform for not just system and device monitoring for rapid diagnosis and issue resolution, but also key business information including production, shipping, inventory and installation information to more rapidly and accurately identify market trends, make sales forecast and manage inventory. Furthermore, through the unified end-user architecture combining our cloud-native platform and the mySigen App, different modules can be fully interconnected into one cloud platform, with product data and analysis on the cloud enabling real-time monitoring, management, diagnosis and troubleshooting across product modules on a single platform. Our cloud-native platform also supports automatic connection and syncing of our products, greatly shortening the time required for system networking and system upgrades once our products are installed. AI integration . We have also built an AI model using big data analysis on the massive quantities of data processed on our cloud platform and neural network models to build a cloud-based BMS, analyzing various information to accurately measure and predict measures such as battery state-of-charge, state-of-health, state-of-power and other parameters to quantify battery health status and deliver optimal operating decisions and maximizing lifespans, while also incorporating safety features such as detection of short circuit faults utilizing a full range of battery cell temperature sensors installed in our battery packs. Through using AI models to analyze system operating status and load usage, as well as dynamic tariffs and weather forecasts, we can produce power generation forecasts to optimize energy scheduling, maximizing benefits of adopting green energy solutions. Virtual grid deployment . Through our platform’s scalability and flexibility in connecting and controlling vast numbers of household PV and ESS systems, we are able to provide a reliable platform for virtual grid deployment through real-time monitoring and data communication and response. Advanced manufacturing and testing methods and machine design CTP pack manufacturing and testing methods . We have developed intelligent, highly reliable and economical cell-to-pack (CTP) manufacturing and testing methods, using advanced manufacturing, simulation and testing equipment and processes to solve industry pain points associated with traditional production MTP methods which require intermediate modules, improve product lifetime, improve product yield and consistency and enables intelligent management of the production process and traceability after delivery. BUSINESS – 142 – --- page 152 --- Fully automated gluing process . We have implemented an advanced fully automated gluing process, adopting a two-step filling and one-step vacuuming method utilizing fully automated glue filling, vacuuming and drying equipment, thereby improving the reliability of our inverters. 6-pack stacking technology . Our battery packs are designed with each battery pack connected by quick connectors which ensure reliable connections across multiple vertically stacked packs. Each SigenStor system supports up to 6 packs stacked vertically, expanding maximum battery capacity without increasing floor space. Multi-layer stacking thermal cascade technology . Thermal management is a key aspect of our stackable battery pack design, and we have developed a multi-layer stacking thermal cascade technology using isolated air ducts, composite tooth-shaped radiators and outer-shell air ducts for an effective heat dissipation system that is optimized for multi-layer battery pack stacking. High-availability, explosion-proof battery protection design . We have adopted a five-layer battery protection design, including a full range of battery cell temperature sensors, aerogel insulation pads, high-temperature insulated pads, aerogel fire extinguishers and decompression valves to provide protection against a full range of safety risks from thermal runaway to battery explosions. Research and Development We have established a design and development management procedure to standardize our R&D process, which adopts the integrated product development (IPD) approach, integrating product quality assurance, product development, manufacturing and procurement into a specific project team, collaborating across the entire product development lifecycle. Our IPD process begins with a charter at project conception setting out market analysis, technology, production, testing, procurement, strategy and other preliminary plans. During the design stage, we formulate detailed work allocation and product development plans. Our development process creates the initial product based on the design plans, forming product prototypes, conducting relevant design verification and testing, as well as determining the initial cohort of customers for product pilot runs. We verify our products through delivering working prototypes to customers for trial runs, identifying and resolving issues arising during live use to finalize designs for commercial production. Prior to beginning mass production and full commercial launch, we conduct an internal trial production for the finalized product and set plans for product launch and after-sales support and maintenance. At each stage, we conduct technical reviews to ensure the quality of our product and production process. To maximize flexibility and efficiency of our R&D process, we also integrate platform-based R&D capabilities, and we have established a common architecture platform for our residential and C&I ESS solutions, which enables both efficient technical R&D and iteration of existing product lines as well as R&D expansion across different product applications. As of December 31, 2025, we had 605 full-time R&D employees, over 56% of which hold a master’s degree or higher, with many of our R&D team having over 10 years of professional experience in the photovoltaic and ESS industries. To streamline and focus our R&D efforts, we have established ten main R&D departments, focusing on product management, system design, product lifecycle management, systems management, systems engineering, hardware, software, project management, testing, and quality & operations, respectively. MANUFACTURING Manufacturing Facilities We mass produce our key products or product components, primarily including inverters and battery packs, at our manufacturing facilities located in the Lin-gang New Area and Jinqiao in Shanghai and Nantong, Jiangsu. Notably, our production base in Nantong is a temporary facility to BUSINESS – 143 – --- page 153 --- address production capacity constraints at the Lin-gang factory due to the limited site area restricting our ability to further expand our production capacity in light of our high utilization rates and increasing market demand for our products, and we are currently expanding our production base in Nantong. Our inverter units for SigenStor are built with integrated EMS and PCS systems, and can be easily stacked with battery packs and EV DC chargers, completing our modular SigenStor design. The following table sets forth key details of our manufacturing facilities as of December 31, 2025. Manufacturing Facility Geographic Location Key Product Type(s) Acreage (m2) Annual Production Capacity (1) Lin-gang Manufacturing Center /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Shanghai, China Inverters and battery packs 40,898 Inverters: 200,640 units Battery packs: 3,732 MWh Nantong Temporary Production Base /H1118/H1118/H1118/H1118/H1118 Jiangsu, China Inverters (C&I) 19,570 Inverters: 145,200 units Jinqiao Manufacturing Center /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Shanghai, China Inverters and battery packs 29,761 Inverters: 12,540 units Battery packs: 1,943 MWh Note: (1) Annual production capacity is calculated based on the designed production rate of our production lines under normal uninterrupted operations for 12 hours per day for 22 working days per month. Our Lin-gang manufacturing center is outfitted with state-of-the-art technology and innovative processes that enable the efficient production of products. Advanced testing systems such as aging and fully automated inverter testing, and a comprehensive range of quality control tools, including metallographic analysis equipment, battery testing equipment, safety testing equipment and general measuring equipment, are integral to our operations. We have also implemented the latest self-developed manufacturing execution system (MES) to streamline our processes and provide real-time monitoring throughout production, enabling traceability throughout the entire production process from key components to finished products. During the Track Record Period, we have continually expanded our production capacity to meet the growth in demand for our products and in line with our expansion strategy and market demand forecasts. We determine our production capacity plans and identify any capacity shortfalls based on product delivery plans derived from market demand analysis in the regions we operate in. Our total annual production capacity for inverters grew from over 12,000 units in 2023 to nearly 75,000 units in 2024 and further to nearly 360,000 units in 2025, while our total annual production capacity for battery packs expanded from over 100 MWh in 2023 to over 600 MWh in 2024 and further to over 5,600 MWh in 2025. The following table sets forth the designed annual production capacity, actual output and utilization rates by products at our manufacturing facilities during the Track Record Period. Y ear ended December 31, 2023 2024 2025 Product Designed Capacity Actual Output Utilization Rate (1) Designed Capacity Actual Output Utilization Rate (1) Designed Capacity Actual Output Utilization Rate (1) Inverters (units) /H1118/H1118 12,000 8,498 70.8% 74,800 62,354 83.4% 358,380 299,065 83.4% Battery packs (MWh) /H1118/H1118/H1118/H1118/H1118104.0 70.9 68.2% 673.0 606.0 90.0% 5,674.6 4,853.5 85.5% Note: (1) The utilization rate is calculated by dividing the actual output by the designed capacity for the same period. BUSINESS – 144 – --- page 154 --- During the Track Record Period, the vast majority of products manufactured at our facilities were sold under our own brand name, reflecting our strong emphasis on building a distinct market identity. Historically to a limited scale, during our ramp-up up phase as we began mass production and commercial sales, we also operated under an Original Design Manufacturer (ODM) model, producing inverters, battery packs, energy gateways, AC chargers, DC chargers, and related accessories based on our own products for select independent third parties under their respective brands. This strategic approach was adopted selectively in entering new markets where partnering with established local players, who possess mature sales channels and extensive operational experience, allowed us to more effectively and rapidly penetrate new sales channels and expand our market presence and brand awareness amongst distributors and other potential business partners within the local value chain, serving as a gateway to building local partnerships, such as with distributors, to drive sales of our products. Under our ODM model, ODM customers can submit certain cosmetic and/or exterior modifications to our SigenStor , including using the customers’ own logo, changing the design of the front display panel, and certain software user interface modifications, while retaining the overall design, structure, and hardware and software functions of SigenStor , which we then manufacture and generate revenue from directly selling such modified SigenStor to the ODM customer. ODM customers commit to an annual minimum purchase volume and coordinate their channel expansion plans to avoid conflicts with our existing sales channels. These ODM customers also provide a six-month rolling forecast to support production planning. We in turn guarantee warranty and after-sales support, including remote troubleshooting and access to technical resources, ensuring reliable service delivery. Our ODM agreement ensures product compliance with regulatory standards in the designated sales territories or, where unavailable, with industry norms. Pursuant to our ODM agreement, we retain all intellectual property rights to, among others, the materials and components that we supply for the final product. In 2023, 2024 and 2025, we manufactured products for one, two and two ODM customers, respectively. In 2023, 2024 and 2025, revenues generated from these ODM customers accounted for 12.1%, 3.8% and less than 0.1% of our total revenue, respectively. Subject to market conditions and business development needs, we expect to maintain a selective and limited scale ODM model. Planned Production Capacity Expansion We intend to further increase our overall production capacity progressively to satisfy growing market demand. We have completed construction work for a new production base in Nantong, Jiangsu for the production of C&I and residential ESS solutions, and we have begun trial production at the new production base, which we expect to enter full commercial production in 2027. Manufacturing Process Below are flow charts showcasing the key steps throughout our manufacturing process for inverters and battery packs, the two major products from our manufacturing centers. At each key step of our production process, we conduct comprehensive testing to promptly resolve issues and faults as they are identified throughout the production process. Inverters Materials issuing from warehouse Inductance assembly PCBA assembly and software programming General inspection Packaging Frame gluing Safety testing Air tightness testing T1 testingAging testingT2 testingStock-in BUSINESS – 145 – --- page 155 --- 1. Material Preparation and Assembly . Raw materials, such as structural and electronic components are procured in accordance with production specifications and our inverter bill of materials. Key components, including inductors, enclosures, and printed circuit board assembly (“ PCBA”), are assembled with precision. 2. Functional and Integrity Testing . The assembled inverter unit undergo a series of rigorous tests, starting with safety and airtightness testing, which verify structural integrity and sealing performance. Inverters that do not meet standards are sent for immediate repair and re-testing to maintain process consistency and quality assurance. 3. Performance Validation . Advanced performance tests, including T1 and T2 testing phases, are conducted to ensure that all functional parameters meet design specifications. Aging tests are also performed to validate product reliability and stability under high temperature operating conditions. Any non-conforming units are repaired and re-tested to uphold quality benchmarks. 4. Final Inspection and Packaging . Inverters that pass the performance validation are packaged according to strict handling and storage requirements. Before entering inventory, a comprehensive final inspection ensures that each unit adheres to our stringent quality standards and guarantees product reliability. Battery packs Materials issuing from warehouse Packaging and stock-in PACK Frame on-line Cells installed into the frame DCDC installed into the frame Pole cleaning CCS welding Copper plate assembly DCDC assembly Cells on-line Software upgrading Safety testing T1 testing Aging testing T2 testing Post-weld testing Thickness testing OCV testing Cells polarity matching Insulation pads sticking Pressure resistance testingEOL testingAir tightness testingCapacity testingGeneral inspection 1. Material Sourcing . According to our battery pack bill of materials, our key raw materials, including electronic components for our DC/DC converter, structural components for our battery pack frame, and battery cells, are procured. Raw materials, such as structural and electronic components as well as battery cells, are sourced according to production specifications and our battery pack bill of materials. 2. Component Assembly and Testing . We assemble PCBAs procured into DC/DC converters, which then undergo a series of DC/DC testing (including safety testing, functional testing, and aging testing), which are in turn assembled into our battery pack frames. Our battery cells undergo a series of appearance inspections, thickness testing, and open-circuit voltage testing before being installed into the external case following the DC/DC converter unit. We then install the battery cell, connecting the battery cells in series or parallel through laser welding. Each stage of our component assembly uses automated precision machinery, and is rigorously controlled to meet the required electrical, mechanical, and thermal performance standards. Assembled units undergo a series of critical tests, beginning with safety and airtightness testing to verify the mechanical integrity, insulation and sealing performance. Additional tests include functional assessments to ensure the PCBA operates within the designated parameters. Non-conforming products are immediately redirected for rework and further inspection to ensure consistent product quality. BUSINESS – 146 – --- page 156 --- 3. Performance Validation, Inspection and Packaging. Assembled battery packs are put through a series of performance testing including voltage testing, functional testing and capacity testing. after passing the performance testing, each battery pack undergoes comprehensive final QC inspection to ensure it meets all quality control parameters, including electrical functionality, mechanical integrity, and appearance. Products are then packaged according to industry-standard handling and storage requirements. Only battery packs passing the final inspection are approved for sale and stored into inventory, ensuring that customers receive products of the highest quality. Quality Control We have established a comprehensive quality control procedures at each stage of our manufacturing operations, including inbound quality control (IQC), process quality control (PQC) and outbound quality control (OQC). Our IQC procedures governs inspection, sampling and testing, material review board assessment, and inspection determinations to ensure that incoming materials meets out quality requirements and provide a basis for evaluating and selecting suppliers. Our PQC procedures sets forth the quality control inspection requirements and procedures at each stage of the manufacturing process. Our OQC procedures sets forth the quality control inspection requirements and procedures for our finished products, such as the performance, external packaging, buffer material, accessories and labels and warnings. We employ proprietary quality testing programs designed to fully automate the inspection process, achieving cost-effective quality control without relying on external vendors. Our rigorous quality control procedures, combined with advanced testing systems, have enabled us to maintain consistently high standards, evidenced by quality accreditations earned across numerous countries and regions. For example, our products have also obtained various international certifications, including EU RoHS Directive, REACH Regulations, Battery Directive, Battery Regulations and EMC Directive compliance certifications, as well as IEC62619, IEC62109 and IEC62040 certifications, certified by agencies such as TÜV and SGS. Australia V oluntary Product Recall Between September to November 2025, we received customer reports of a limited number of single-phase 8/10/12 kW inverters sold in Australia experiencing localized overheating around and damage to the AC plugs. Upon receiving the reports, we initiated an internal investigation, including sending the Company’s engineers to investigate affected units on-site. It was determined that the damage to the AC plugs were primarily due to minor installation defects by our third-party installers arising from failures to adhere strictly with the installation instructions provided by us in wiring and connecting the AC plugs, including cases of installers using incorrect materials or not using proper installation tools, which resulted in faulty connections that increased overheating and fire risks. As of the Latest Practicable Date, no property damage, injuries or deaths were reported. As confirmed by Cowell Clarke Commercial Lawyers, our legal adviser as to Australian laws (the “Australian Legal Adviser ”), such findings were reported to, and accepted by, the relevant Australian regulator. To proactively and promptly address the issue, we initiated a voluntary product recall in November 2025 for all affected product models, and took various preventative and remedial measures, including (i) initiating a firmware update, which would monitor each system proactively and temporarily reduce the AC output if the energy controllers was operating at sustained full load; (ii) offering free replacement models to affected customers, which use a different AC plug design; and (iii) providing customers with an additional 2-year warranty on such replacement models, in addition to the standard 10-year warranty. In addition, the Company has provided additional training sessions and materials for installers to further enhance knowhow and compliance with the Company’s installation procedures and standards. Our Australian Legal Adviser confirms that, as at the Latest Practicable Date, (i) the voluntary product recall does not constitute or imply a breach of applicable product safety laws, (ii) we have complied with all relevant Australian laws and regulations in relation to the voluntary product recall, (iii) the relevant Australian regulator has not BUSINESS – 147 – --- page 157 --- raised any material issues or concerns with the voluntary product recall, and (iv) the voluntary product recall is well-advanced and is unlikely to involve any further regulatory involvement. As of the Latest Practicable Date, no mandatory product recall has been imposed by the relevant Australian regulator, and we were not involved in any litigation, legal or regulatory proceedings, administrative penalties, fines or other penalties in relation to product quality and production safety in Australia. The relevant Australian regulator has also added our updated product models with the new AC plug to its “approved product” list confirming compliance with relevant Australian standards, and the updated product models continue to be sold to customers in Australia. The financial impact of the voluntary product recall represented less than 1% of our total revenue in 2025. During the Track Record Period, we did not experience any other product issues resulting in material product recalls or product liability claims. The Joint Sponsors have (i) reviewed the relevant documents and information provided by the Company in relation to the aforementioned voluntary product recall, including the Company’s internal investigation records, on-site inspection reports prepared by the Company’s engineers, the relevant recall notices, recall progress report submitted to the relevant Australian regulators; (ii) reviewed the technical documentation and testing records in relation to the firmware update, the product specifications of the replacement models, the additional warranty terms offered to affected customers, and the supplementary installer training materials provided following the recall; (iii) discussed with the senior management of the Company regarding the root cause investigation and the remedial measures implemented, and with the finance department and the reporting accountants of the Company to understand the financial impact; and (iv) obtained and reviewed the legal opinion issued by the legal advisers of the Company as to Australian laws, and noted that no litigation, regulatory proceedings or material claims have been brought or threatened in connection with the Company’s voluntary product recall, and that no regulatory fines or penalties have been imposed in this regard. Based on the independent due diligence performed by the Joint Sponsors and the representations and confirmations received by the Joint Sponsors, nothing has come to the attention of the Joint Sponsors that would reasonably cause them to cast doubt on the authenticity and accuracy of the information disclosed in relation to the Company’s voluntary product recall. BUSINESS SUSTAINABILITY We were incorporated in May 2022 and began commercial production and sales in May 2023. Since inception, we were loss-making in 2023 mainly because we are at the nascent stage of development. In 2023, we recorded a net loss of RMB373.5 million primarily due to the initial ramp-up of commercial sales, coupled with significant investments in scaling production, expanding our global distributor network, fostering end-user growth and engagement, and advancing product and technology R&D. As our sales grew rapidly through our expanding global distribution network, we achieved net profit of RMB83.8 million in 2024. Through introducing new products and continuing to scale our global distributor network and sales volume, we further recorded net profit of RMB2,918.8 million in 2025. In particular, our revenue growth has been driven by sales of SigenStor , which accounted for more than 90% of our total revenue during the Track Record Period. As our flagship product, we expect that sales from SigenStor will continue to be our primary product and main revenue source, with its compelling value propositions continuing to drive its market acceptance and adoption across residential and C&I application scenarios, especially in overseas markets with end-customer bases with higher demand for high-end, advanced products which can be sold at premium selling prices. We will also continually upgrade our SigenStor across both hardware (such as higher battery capacities and enhanced inverter output) and software (such as deeper AI and cloud integration) to continue to attract customers and deliver a premium product experience, thereby ensuring continued, sustainable growth. However, our reliance on SigenStor subjects us to certain product concentration risks, and a decrease in the sales volume of SigenStor may materially and adversely affect our business, results of operations, financial condition and prospects. See “Risk Factors — Risks Relating to our Business and Industry — Sales of SigenStor Account for a Majority of Our Revenue, and Any Decrease in Such Sales May Materially and Adversely Affect Our Business” for details. BUSINESS – 148 – --- page 158 --- Moreover, our global distribution network experienced rapid growth during the Track Record Period, increasing from 26 distributors as of December 31, 2023 to 92 distributors as of December 31, 2024, and further increased to 172 distributors as of December 31, 2025 across 85 countries and regions. Through this quality and expanding distribution network worldwide, we have ramped up sales of our SigenStor from 18 MWh in 2023 to 447 MWh in 2024, and we recorded sales of our SigenStor of 3,947 MWh in 2025. As we rapidly scale our business, we have also benefited from enhanced economies of scale and operational efficiency, resulting in an improved profitability profile of our business operations. Going forward, we will seek to continue to improve profitability by implementing the following strategies.  Continue to grow our distribution network and geographic coverage : We aim to further expand our distribution network and end user reach through continued geographical expansion. As of December 31, 2025, we have partnered with 172 distributors across 85 countries and regions. We expect that there will be tremendous opportunities in the distributed ESS market worldwide. According to Frost & Sullivan, the annual global shipment volume of distributed ESS is expected to increase from 103.8 GWh in 2025 to 307.9 GWh by 2030, at a CAGR of 24.3%, and at a higher growth rate than centralized ESS shipment volume for the same period. Leveraging such favorable industry tailwinds, we intend to continue to expand our presence into an increasing number of high-growth markets and regions, while deepening our market penetration in existing markets. We expect our distributor base to expand to approximately 200 by 2029, which will support revenue growth and strengthen our global presence. We expect our revenue growth to continue to accelerate as we continue expanding our distributor network and geographic reach.  Expand product portfolio and revenue streams : We plan to continue to expand our product and service offerings to address the evolving energy consumption needs of society. This effectively increases our revenue streams and enables us to capture market opportunities across utility-scale, C&I and residential application scenarios, paving the way for our long-term profitability. We have been able to expand our offerings cost-effectively, leveraging our deep technical knowhow and R&D capabilities. For example, in June 2024, we have expanded our established modular ESS design of SigenStor into a dedicated C&I BESS solution. We plan to introduce additional products tailored to segmented customer needs over the next five years, which will further diversify our revenue base and enhance customer lifetime value. The expansion of our offerings also drives greater economies of scale and synergies through common technology, hardware and software, and operational development capabilities as well as cross selling opportunities across different offerings.  Efficient management of operating expense and cost control : Our operating expenses include administrative expenses, selling and distribution expenses, and research and development expenses. Looking forward, we anticipate that our overall operating expenses will continue to decrease as a percentage of revenue since 2026 and beyond, driven by achieving greater economies of scale as we continue to expand our product and technology portfolio, market reach and global distribution network. Furthermore, we plan to optimize resource allocation and improve operational efficiency to bolster overall profitability, through, among others, continually optimizing our production processes, equipment and technologies, and strengthening resilience to raw material cost fluctuations. BUSINESS – 149 – --- page 159 --- SUPPLY CHAIN MANAGEMENT We primarily procure batteries, semiconductors, and other essential components for our products from suppliers based in the Chinese Mainland, while a limited number of common materials are sourced internationally, including battery pack and inverter electronic components, as we believe that maintaining high product quality relies significantly on sourcing top-tier raw materials and supplies from trusted suppliers. We procure over 90% of our materials from suppliers from the Chinese Mainland. To ensure this, we have established comprehensive internal policies and procedures that guide our procurement activities, securing a reliable and timely supply of key components to support our manufacturing processes and overall operations. We maintain a list of qualified suppliers which have been stringently assessed and certified by us to ensure the consistent quality of our supplies. Prior to procurement, our procurement department pre-screens supplier candidates based on factors such as certifications, production capacity and technical capabilities. For those who pass the pre-screening, we may conduct on-site inspections to confirm adherence to our quality standards. We evaluate at least four qualified suppliers for any procurement to ensure competitive pricing, and determine the final supplier through joint evaluation and decision-making by our procurement review committee to ensure transparency, fairness and compliance with our internal policies and procedures. We periodically review and assess supplier performance across criteria such as quality, pricing, and reliability. Suppliers who conditionally pass or fail our annual audit are assigned a dedicated team to support performance improvement, and we also reserve the right to remove them from our list if standards are not met. As of December 31, 2025, we collaborated with 1,787 suppliers worldwide, with the majority being based in China. We believe that our rigorous supplier selection and evaluation criteria, extensive pool of qualified suppliers, and strong, stable relationships with reliable partners have enabled us to secure a steady supply of materials, mitigate reliance risks, and minimize exposure to unexpected fluctuations in raw material prices. To manage supply chain disruptions for key components, such as battery cells, we maintain a pool of multiple reputable suppliers. For other key electronic components, we will manage inventory by maintaining at least three to six months inventory to ensure stable supply. During the Track Record Period, we encountered no significant incidents of supply interruptions, early contract terminations with suppliers, or raw material shortages. We generally enter into a standard supply agreement with each of our suppliers, with key contractual terms outlined below:  Term and termination . To maintain a reliable supply chain, our supply agreements generally have a three-year term with options for renewal. We reserve the right to terminate the agreement in the event of a material breach by the supplier.  Quality . Quality standards for products are outlined in the supply agreement. Suppliers must ensure all products meet the agreed specifications and quality benchmarks, and they are liable for any losses incurred due to quality deficiencies in their products.  Pricing . The pre-determined pricing of procured products will be specified in each order.  Delivery . Suppliers are responsible for delivering products to our designated location, as specified in the purchase order, with delivery costs allocated accordingly as the case may be. BUSINESS – 150 – --- page 160 ---  Inspection and acceptance . Upon delivery, we inspect products and reserve the right to reject any defective products that fail to meet the agreed-upon quality standards. Suppliers are responsible for remedying any defects, including returns and replacements. We assume the risk of loss only after the products are accepted.  Intellectual properties . We retain the intellectual property rights of any materials containing data and information provided by us to our suppliers. Our suppliers are responsible for any third party intellectual property claims against us in relation to products or services provided by our suppliers.  Business integrity . To uphold the integrity of our business relationships, we require suppliers to comply with applicable anti-bribery laws and regulations, as well as our related policies. Top Five Suppliers Purchases from our five largest suppliers in each of 2023, 2024 and 2025 accounted for 41.1%, 43.8% and 37.0% of our total purchases for the respective years. Purchases from our largest supplier in each of 2023, 2024 and 2025 accounted for 14.3%, 17.9% and 12.2% of our total purchases for the respective years. See “Risk Factors — Risks Relating to our Business and Industry — We rely on a limited number of suppliers for our production. A significant interruption in the operations of our suppliers could potentially affect our operations and any material misconduct or disputes involving our suppliers could adversely affect our business, results of operations, financial condition and prospects.” BUSINESS – 151 – --- page 161 --- The following table sets forth details of our five largest suppliers in each year during the Track Record Period: Y ear ended December 31, 2023 No. Supplier Registered address Products provided to us Purchase amount % of total purchase amount Length of relationship Background Payment method Credit terms Registered capital (RMB in thousands) 1 /H1118/H1118Supplier A Fujian, Chinese Mainland Battery cell 31,197 14.3% Since 2022 A professional manufacturer focusing on the research and innovation of high-end lithium batteries Telegraphic transfer 30% advance payment, 30% upon shipment/delivery, 40% balance payable within 60 days after the month-end RMB5,000,000,000 2 /H1118/H1118Supplier B Anhui, Chinese Mainland Aluminum alloy die casting production 19,813 9.1% Since 2023 A comprehensive large-scale industrial enterprise specializing in mold design and development, aluminum alloy die-casting production, CNC machining and metal surface coating Telegraphic transfer 90 days RMB93,990,000 3 /H1118/H1118Supplier C Fujian, Chinese Mainland Electronic components/ passive resistors and capacitors, diodes and transistors, MOSFETs, analog ICs, power ICs 14,105 6.5% Since 2022 A distributor of electronic components Telegraphic transfer 90 days RMB100,000,000 4 /H1118/H1118Supplier D Hubei, Chinese Mainland Battery cell 12,605 5.8% Since 2022 A lithium battery manufacturer, covering consumer battery, power battery, energy storage battery core technology and comprehensive solution Telegraphic transfer 30 days RMB1,303,261,096 5 /H1118/H1118Supplier E Hong Kong Various semiconductor electronic components sales agent and provide technical services 11,797 5.4% Since 2022 A distributor focuses on a wide range of semiconductor component Telegraphic transfer 60 days USD25,000,000 (for Shanghai entity) HKD552,450,000 (for Hong Kong entity) BUSINESS – 152 – --- page 162 --- Y ear ended December 31, 2024 No. Supplier Registered address Products provided to us Purchase amount % of total purchase amount Length of relationship Background Payment method Credit terms Registered capital (RMB in thousands) 1 /H1118/H1118Supplier D Hubei, Chinese Mainland Battery cell 153,940 17.9% Since 2022 A lithium battery manufacturer, covering consumer battery, power battery, energy storage battery core technology and comprehensive solutions Telegraphic transfer 30 days RMB1,303,261,096 2 /H1118/H1118Supplier B Anhui, Chinese Mainland Aluminum alloy die casting production 104,162 12.1% Since 2023 A comprehensive large-scale industrial enterprise specializing in mold design and development, aluminum alloy die-casting production, CNC machining and metal surface coating Telegraphic transfer 90 days RMB93,990,000 3 /H1118/H1118Supplier F Guangdong, Chinese Mainland Anhui, Chinese Mainland Transformers, inductors and filters 48,336 5.6% Since 2023 A manufacturer of transformers, power products and related electronic parts Telegraphic transfer 30 to 90 days RMB150,000,000 (for Huizhou entity) RMB150,000,000 (for Anhui entity) 4 /H1118/H1118Supplier E Hong Kong Various semiconductor electronic components 35,913 4.2% Since 2022 A distributor focuses on a wide range of semiconductor component Telegraphic transfer 60 to 90 days USD25,000,000 (for Shanghai entity) HKD552,450,000 (for Hong Kong entity) 5 /H1118/H1118Supplier G Guangdong, Chinese Mainland Connectors and wire harnesses 34,193 4.0% Since 2023 A manufacturer specializing in the research and development, production and sales of connecting wires and connectors. Telegraphic transfer 0 to 90 days RMB613,405,860 BUSINESS – 153 – --- page 163 --- Y ear ended December 31, 2025 No. Supplier Registered address Products provided to us Purchase amount % of total purchase amount Length of relationship Background Payment method Credit terms Registered capital (RMB in thousands) 1 /H1118/H1118Supplier H Zhejiang, Chinese Mainland Battery cell 1,472,322 12.2% Since 2024 A lithium battery manufacturer, covering consumer battery, power battery, energy storage battery core technology and comprehensive solutions. Telegraphic Transfer 60 days RMB2,276,874,050 2 /H1118/H1118Supplier I Hubei, Chinese Mainland Guangdong, Chinese Mainland Battery cell 1,215,799 10.0% Since 2022 A lithium battery manufacturer, covering consumer battery, power battery, energy storage battery core technology and comprehensive solutions. Telegraphic Transfer 30 days RMB1,303,261,095.83 (for Hubei entity) RMB2,045,721,497 (for Huizhou entity) 3 /H1118/H1118Supplier J Guangdong, Chinese Mainland Sheet Metal & Die Casting 709,874 5.9% Since 2023 A manufacturer specializing in die casting, stamping, and forging components for integrated ESS combiner cabinets, high-voltage distribution boxes, and commercial & industrial all- in-one energy storage cabinets. Telegraphic Transfer 90 days RMB20,000,000 4 /H1118/H1118Supplier F Guangdong, Chinese Mainland Anhui, Chinese Mainland Transformers, inductors and filters 554,998 4.6% Since 2023 A manufacturer of transformers, power products and related electronic parts. Telegraphic Transfer 60-90 days RMB150,000,000 (for Huizhou entity) RMB150,000,000 (for Anhui entity) 5 /H1118/H1118Supplier B Anhui, Chinese Mainland Aluminum alloy die casting production 523,755 4.3% Since 2023 A comprehensive large-scale industrial enterprise specializing in mold design and development, aluminum alloy die-casting production, CNC machining and metal surface coating. Telegraphic Transfer 90 days RMB93,990,000 BUSINESS – 154 – --- page 164 --- OUR CUSTOMERS Our primary customers are distributors who purchase our products and then distribute them to installers, end users, and others in each distributors’ sales regions. We also sell our products primarily to ODM customers and retailers, as well as end users, under our direct sales model. For details of our relationship with distributors, including the key contractual terms, see “— Sales and Distribution — Distributorship.” Revenue generated from our five largest customers in each of 2023, 2024 and 2025 accounted for 72.5%, 37.1% and 45.0% of our total revenue for the respective years. Revenue generated from our largest customer in each of 2023, 2024 and 2025 accounted for 22.9%, 8.9% and 13.4% of our total revenue for the respective years. See “Risk Factors — Risks Relating to our Business and Industry — A limited number of customers accounted for a substantial portion of our revenue during the Track Record Period, and any decrease or loss of business with any of them and failure to obtain new customers could significantly reduce our revenue and harm our results of operations.” BUSINESS – 155 – --- page 165 --- During the Track Record Period, the credit periods we gave to customers typically ranged between nil to 180 days. The following table sets forth details of our five largest customers in each year or period during the Track Record Period: Y ear ended December 31, 2023 No. Customer Business scope Registered address Products purchased from us Revenue contribution % of total revenue Length of relationship Sales channel Payment method Credit terms Registered capital (RMB in thousands) 1 /H1118/H1118Customer A A distributor focuses on high-quality inverters and batteries for residential and commercial use Belgium Inverter, battery, gateway 13,368 22.9% Since 2023 Distributor Telegraphic transfer – EUR12,000 2 /H1118/H1118Customer B A leading solar energy distributor, specializing in the procurement, installation, and distribution of solar products and services Sweden Inverter, battery, gateway 10,006 17.2% Since 2023 Distributor Telegraphic transfer 30 days SEK200,000 3 /H1118/H1118Customer C A renewable energy company specializing in designing and installing photovoltaic systems for residential, commercial, and industrial use Spain Inverter, battery 7,650 13.1% Since 2023 Installation partner Telegraphic transfer 30 days EUR28,607.6 4 /H1118/H1118Customer D A company mainly engages in the research and development, production, sales and after-sales service of mobile communication products Shenzhen, Chinese Mainland Inverter, battery, gateway 7,057 12.1% Since 2023 ODM Telegraphic transfer – RMB1,140,350,575 5 /H1118/H1118Customer E A wholesaler of solar energy technologies, including high-quality solar modules, energy storage systems and accessories Germany Inverter, battery, gateway 4,217 7.2% Since 2023 Distributor Telegraphic transfer 30 days EUR25,002 BUSINESS – 156 – --- page 166 --- Y ear ended December 31, 2024 No. Customer Business scope Registered address Products purchased from us Revenue contribution % of total revenue Length of relationship Sales channel Payment method Credit terms Registered capital (RMB in thousands) 1 /H1118/H1118Customer F A medium-sized distributor of solar products like inverters, batteries, and PV modules Ireland Inverter, battery, gateway 117,736 8.9% Since 2023 Distributor Telegraphic transfer 45 days EUR1,000,000 2 /H1118/H1118Customer G A leading distributor offers a wide range of products, including inverters, batteries, and PV modules South Africa Inverter, battery, gateway 115,109 8.7% Since 2024 Distributor Telegraphic transfer 30 days N/A (Note) 3 /H1118/H1118Customer B A leading solar energy distributor, specializing in the procurement, installation, and distribution of solar products and services Sweden Inverter, battery, gateway 108,084 8.1% Since 2023 Distributor Telegraphic transfer 30 days SEK200,000 4 /H1118/H1118Customer A A distributor focuses on high-quality inverters and batteries for residential and commercial use Belgium Inverter, battery, gateway 91,146 6.9% Since 2023 Distributor Telegraphic transfer – EUR12,000 5 /H1118/H1118Customer H A distributor of solar products like inverters, batteries, and PV modules Australia Inverter, battery, gateway 61,201 4.6% Since 2024 Distributor Telegraphic transfer 60 days N/A (Note) Note: Not applicable as such information is either not publicly available or not required to be disclosed in the relevant jurisdictions. BUSINESS – 157 – --- page 167 --- Y ear ended December 31, 2025 No. Customer Business scope Registered address Products purchased from us Revenue contribution % of total revenue Length of relationship Sales channel Payment method Credit terms Registered capital (RMB in thousands) 1 /H1118/H1118Customer I A leading wholesaler of electrical products and solar products like inverters and batteries with nation wide branch coverage in Australia. Australia Inverter, Battery, Gateway 1,209,079 13.4% Since 2024 Distributor Telegraphic Transfer 30-90 days N/A (Note) 2 /H1118/H1118Customer J A distributor of solar products like inverters, batteries, and PV modules. Australia Inverter, Battery, Gateway 1,072,780 11.9% Since 2024 Distributor Telegraphic Transfer 30-90 days N/A (Note) 3 /H1118/H1118Customer H A premier electrical and solar wholesaler with strong online and logistical capabilities in Australia. Australia Inverter, Battery, Gateway 696,744 7.7% Since 2024 Distributor Telegraphic Transfer 60 days N/A (Note) 4 /H1118/H1118Customer B A leading solar energy distributor, specializing in the procurement, installation, and distribution of solar products and services. Sweden Inverter, Battery, Gateway 623,279 6.9% Since 2023 Distributor Telegraphic Transfer 30-90 days SEK200,000 5 /H1118/H1118Customer F A medium-sized distributor of solar products like inverters, batteries, and PV modules. Ireland Inverter, Battery, Gateway 444,931 4.9% Since 2023 Distributor Telegraphic Transfer 60-120 days EUR1,000,000 Note: Not applicable as such information is either not publicly available or not required to be disclosed in the relevant jurisdictions. BUSINESS – 158 – --- page 168 --- To the best of our knowledge, none of our five largest customers during each year or period of the Track Record Period is a connected person or a supplier of us. As of the Latest Practicable Date, none of our Directors, their associates or any of our shareholders (who or which to the knowledge of the Directors owned more than 5% of our issued share capital) had any interest in any of our five largest customers during each year or period of the Track Record Period. All of our five largest customers during each year or period of the Track Record Period were Independent Third Parties. We are dedicated to achieving customer satisfaction. Depending on specific product types and local regulations, we generally offer product warranties ranging from 2 to 10 years, with extended warranties available in select cases as a paid service. In particular, distributors, installers, or end users may purchase extended warranties, and upon payment, receive an activation code to extend the product warranty period via the mySigen App. According to Frost & Sullivan, such extended warranties arrangement is consistent with common industry practice. After installation, users and installers can monitor the products through the mySigen App, which also enables users to initiate warranty claims by creating and submitting a service ticket. The app automatically gathers relevant information for submission. If a claim is received within the warranty period and the issue is covered, we will address it through configuration adjustments, software updates, or, in case of a faulty part or product, by replacing the faulty part or product. In the Europe market, we have also partnered with a third party service provider to send replaced parts to their site in Poland for centralized inspection. As part of the installation process, our products must be connected to the internet for initial registration in order to sync with our cloud database and enable full remote and cloud functionality with our mySigen app, as well as to activate and start the warranty period. According to Frost & Sullivan, such initial registration and warranty requirements are in line with industry norms. SigenStor must also remain connected for essential firmware updates. In the event that SigenStor has been disconnected for more than 90 days, the system will automatically enter a “safe operation mode”, which reduces performance levels of certain functions to ensure product safety, such as limiting maximum overpower capability in high-temperature environments. To provide timely customer support and after-sales services, we cooperate with our local distributors and installers in the countries where we sell our products, and such partners form an important customer service channel for our customers. We enter into service agreements under either a service partnership model where distributors act as service partners, with us typically providing replacement parts and products to end users, while distributors are responsible for arrangement of installers to conduct on-site servicing, and we are also typically responsible for associated fees such as costs of replacement parts or a service buyout model where distributors assume full responsibility for service operations, including providing replacement parts or products to end users and on-site servicing, as well as associated fees such as labor and travel expenses. See “— Sales and Distribution — Robust Distributor Network Management” below for details. For after-sales inquiries, users may also reach us via email or phone as listed on our official website. SALES AND DISTRIBUTION Distributorship We primarily rely on partnerships with distributors to market and sell our products globally. During the Track Record Period, substantially all of our revenue was generated through our expanding distribution network. Our distributors are corporate entities with established sales networks in their designated regions, with their on-the-ground knowledge, access to diverse local families and businesses, and familiarity with local grid standards and regulatory requirements, enabling them to drive our penetration and sustained growth in global markets. They are able to serve local users with greater responsiveness and a more tailored approach, which allows us to expand our user base in a cost-effective manner. According to Frost & Sullivan, adopting a distributorship model is in line with industry norms. BUSINESS – 159 – --- page 169 --- We have established a comprehensive onboarding policy to maintain a consistently high quality among our distributors. Prior to engaging any distributor, we assess their industry experience and customer networks. As a matter of practice, we take into account relevant commercial factors, including such distributors’ years in operation, sales network, staffing and office coverage in the region, industry reputation and historical sales performance, when reviewing their overall business background. Through a holistic approach to assessing distributors’ backgrounds, we are committed to building a global network of distributors who represent not only our products but also our corporate values. As of December 31, 2025, we collaborated with 172 distributors worldwide, which include the top 10 distributors in all major markets such as APAC, Europe, Africa, and North America. To the best of our knowledge, all of these distributors were Independent Third Parties with no additional affiliations to our Company as of the Latest Practicable Date. Our relationships with these distributors operate on a seller-buyer basis, where they purchase products from us to resell to installers. Sales generated by these distributors are generally recurring. See also “Risk Factors — Risks Relating to Our Business and Industry — We rely on our distribution network to promote and sell our products and services and generate a vast majority of revenue from our distributors.” The following table sets forth the changes in the number of our distributors during the Track Record Period. Y ear ended December 31, 2023 2024 2025 At the beginning of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111802 69 2 Additions of new distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 80 89 Termination of existing distributors /H1118/H1118/H1118/H1118/H111801 4 9 Net increase in distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 66 80 At the end of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 92 172 The following table sets forth the breakdown of our distributors by geographic regions during the Track Record Period. Y ear ended December 31, 2023 2024 2025 APAC(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/H111822 33 9 Europe /H1118/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 27 47 Africa /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848 1 1 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/H111801 84 3 Others (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/H111851 63 2 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 92 172 Notes: (1) Excluding Chinese Mainland. (2) Other regions comprise Middle East and Central Asia, Latin America and North America. Our number of distributors overseas have grown rapidly, driven by the increasing brand recognition and market acceptance of our products as our sales volume and market share continues to increase. Meanwhile, we have also seen an increase in the number of distributors in the Chinese Mainland market, primarily as we strategically focus on establishing a broad distributor network targeting commercial & industrial application scenarios. However, as such distributors generally BUSINESS – 160 – --- page 170 --- serve a smaller number of discrete project-based transactions as compared with residential distributors with generally larger residential end-customer base, the growth in our distributors has outpaced our overall sales growth in the Chinese Mainland market. Key Contractual Terms with Distributors We generally enter into a standard distribution agreement with each of our distributors across different regions, with key contractual terms outlined below:  Term and termination . The distribution agreement typically spans between one and three years, with renewal options available. Either party may terminate the agreement without cause, given three months’ prior notice, or immediately in the event of a material breach by the other party. Upon termination, all payments due must be settled, accepted orders fulfilled, and our materials returned.  Designated sales territory . We assign specific sales territories within which each distributor is authorized to market and sell our products. Subject to local laws and regulations, distributors can only sell within their designated sales territories to prevent market cannibalization. As our products, such as SigenStor and gateways, are connected to our system upon installation, we can easily trace its assigned location and verify whether it falls within a distributor’s designated sales territory. As a consequence for breaching this requirement, we withhold product warranties and after-sales services for any products sold outside the designated territory.  Sales targets and rebates . Distributors are generally required to meet annual sales targets during their term of engagement. These targets vary among distributors based on factors such as general market conditions, economic development levels, our existing market penetration, strategic priorities, and projected customer demand in each respective region. To incentivize distributors to meet and exceed these targets, we offer performance-based sales rebates, including (i) volume rebates, which are treated as consideration payable to customers and variable consideration under IFRS 15, and are recognized as a reduction of revenue; and (ii) physical rebates, which are accounted for as a separate performance obligation in the form of a material right and are treated as a sale with an additional purchase option for the customer. Physical rebates are exclusively offered to installers, while other distributors may receive both volume rebates and physical rebates depending on their respective arrangements. According to Frost & Sullivan, such rebate mechanisms are an industry norm in the ESS market, and are widely adopted to align distributor performance with supplier growth objectives. The amount of rebate is mainly expressed as a percentage (usually less than 10%) of the distributors’ annual purchase amount, which is within the industry norm in the ESS market, according to Frost & Sullivan. Additional rebates may be granted under special circumstances, such as significant overachievement of sales targets or exclusive cooperation in strategic markets. These rebates are applied against outstanding accounts payable by the distributors. The determination of sales targets and corresponding rebate levels is conducted on a case-by-case basis, reflecting the unique circumstances of each distributor — such as local competitive dynamics, market maturity, strategic importance of the region, and distributor capabilities. We also adopt a tiered sales performance system for determining rebate levels, linking rebate levels to distributors’ actual sales performance. Rebates are reviewed and approved by our central sales management team to ensure consistency with our overall sales strategy and financial discipline. Should a distributor fail to meet its agreed targets, we reserve the right to reassess the cooperation arrangement, taking into account performance benchmarks of comparable distributors and the availability of alternative partners in the same market. BUSINESS – 161 – --- page 171 ---  Product pricing . We do not set fixed prices for our distributors but provide suggested retail prices to comply with antitrust laws and regulations in relevant jurisdictions. The same product may be priced differently by the same distributor in different regions, as distributors have full discretion over their pricing, and typically exceeds our wholesale pricing.  Minimum order quantities . Our standard terms and conditions of sales of products between us and our distributors sets forth agreed product unit prices and minimum order quantities (“MOQ”). If the purchase quantity of a purchase order is not an integer multiple of the MOQ, both parties shall negotiate to increase the unit prices in such purchase order accordingly.  Payment settlement . We generally require distributors to settle payments upfront before shipping ordered products, although credit terms may be granted on a case-by-case basis.  Product returns/refunds . Under our standard terms and conditions of sales of products between us and our distributors, sales of our products are made on a one-way basis and distributors generally do not have a right to return products purchased from us. However, in the event that distributors notify us within a certain time period after delivery that our products (a) were damaged, defective or otherwise do not conform to the model number listed in the applicable purchase order, or (b) were delivered as a result of our error, we may determine, at our own discretion, whether to repair or replace such products or to refund the price of the products. According to Frost & Sullivan, our product return/ refunds policies are in line with industry practice.  Product recalls . We may issue recall notices upon the occurrence of certain events which our distributors must unconditionally implement. Our distributors have no right to initiate or participate in product recalls without our prior approval.  Legal compliance and business integrity . Upholding the highest standards of business integrity is fundamental to our corporate culture, particularly in the sales and marketing activities conducted through our distribution network. Our distributors are contractually obligated to comply fully with all applicable laws and regulations, including those related to export controls and data security. Furthermore, upon receiving prior written notice, distributors are required to provide books, records, and other documentation to facilitate audits by authorities, ensuring the authenticity and compliance of transactions. Robust Distributor Network Management  Anti-cannibalization . In order to prevent channel cannibalization, we conduct comprehensive market research to determine and limit the number of distributors in a particular sales region, and such geographic limitations are further reflected as a standard term of our distributor agreements. Furthermore, as all our products, such as SigenStor and gateways, can be connected to the internet, which is also a requirement to ensure a full warranty period, we are able to comprehensively track the sales and movement of all our products in real time, including their final installation locations. In the event that our products are disconnected for more than one year, the warranty coverage will adjust to five years from the original activation date. Upon reconnecting to the network, we work with users to run system diagnostics and confirm remaining warranty period. If the product was used within normal operations and conditions during the disconnected period, we are able to restore the full remaining warranty period. Such information further enables us to track and better manage our distribution channels to prevent channel cannibalization. BUSINESS – 162 – --- page 172 ---  Anti channel stuffing . Although our relationships with distributors are based on a seller-buyer model, we have been implementing measures to monitor subsequent product resales, such as through connecting our products to our network as part of the initialization process, enabling us to collect end-user installation data and provide valuable insights into local market demand while reducing the risk of channel stuffing. In addition, we encourage all our customers to be continuously connected to the internet to keep the system updated and to monitor the product’s operating status, with such background connectivity statistics also serving to verify sales. In particular, all installed devices must be registered on our online platform, which enables us to monitor installation and activation in real time. This requirement applies to all devices sold, regardless of the distributor or territory, and is a unique control measure in the ESS industry, according to Frost & Sullivan. This installation-based monitoring mechanism provides a strong safeguard against over-shipment and ensures that revenue recognition is based on actual market demand.  Performance monitoring and assistance . Using the data analytics capabilities of our SigenCloud infrastructure, both we and our distributors are able to monitor and track performance such as installation progress for each installer, number of newly shipped devices successfully installed and number of newly active installers. Using such data, we may reach out to underperforming distributors and seek to provide them with support to increase their performance, such as operation analysis and plans and marketing support for online and offline channels.  Sub-distributors . We allow our distributors to resell our products to other intermediaries, including (i) installers who are generally individual operators registered with us, within their designated sales territories to assist in the marketing and sales of our products to end users and to organize events to directly promote our products, and (ii) other distributors who serve as sub-distributors, who in turn resell our products to installers. As of December 31, 2025, over 90% of our sub-distributors are installers. In general, our distributors cooperate with suitable installers within their designated sales territories. Such installers then register on our platform and complete the onboarding process before becoming eligible to provide services for our products. We require our installers to hold appropriate professional engineering certifications as part of our review and registration process. Our distributors are also responsible for selection and management of any sub-distributors it engages. We do not have any direct or indirect legal or contractual relationship with installers or sub-distributors. As advised by our PRC Legal Adviser, while installers must register their installations on our platform, this does not create any indirect legal or contractual relationship between we and the installers. Nevertheless, we have taken steps to ensure that they meet our high service standards. For example, we require installers to register with us through our official website and complete certification exams. Installers must also acknowledge our service requirements and standards during the registration process. To incentivize our installers, we have launched a loyalty program where installers earn points based on cumulative installed capacity, customer service performance, and other selection criteria. Participation in this program is governed solely by the general program terms. When registering for the program, the installers will need to read the service agreement and consent to its terms. Once an installer reaches a specific point threshold, they become eligible for redemption. Installers are required to submit a redemption request through our designated platform, where we verify the installer’s eligibility and the accuracy of accumulated points. Once approved, installers may redeem their loyalty points for additional products at no cost. Under IFRS 15, this is accounted for a separate performance obligation and are treated as a sale with an additional purchase option. We believe the program offers a cost-effective way to drive long-term installer alignment, improve customer service quality, and support revenue growth while maintaining disciplined margin management. BUSINESS – 163 – --- page 173 --- Our sales team maintains frequent contact with installers, engaging in site visits, regular meetings and ongoing monitoring of our installers’ performance and requirements. To the best of our knowledge, as of December 31, 2023, 2024 and 2025, the total number of registered installers was 27, 4,887 and 17,614, respectively. The number of registered installers surged from 2023 to 2024, primarily driven by the rapid ramp-up following our commercial launch after 2023, which led to significant business expansion, enhanced market penetration, and growing brand recognition. Our registered installers further increased to 17,614 as of December 31, 2025, primarily driven by continued growth in market recognition and brand reputation of our SigenStor as it becomes a more well-recognized, mature and established product on the market. To determine the suitability of installers, we require registered installers to upload their electrical qualifications, which are carefully reviewed to verify their technical competence. Our monitoring system quickly detects any issues related to installer performance. Additionally, we track and monitor unauthorized distribution, ensuring effective oversight of sub-distributor sales areas and helping us maintain compliance and quality control across our distribution network. In cases of unsatisfactory performance by our installers, we may take actions including lowering the their tier within our loyalty program and suspending or terminating their partnership with us. Our installers are the initial party responsible for inspection, maintenance and repair when product complaints are raised. Where our installers are unable to resolve product complaints, or where we receive reports indicating potential product defects or other quality issues, it will be escalated to us, and we may send our own engineers and technical staff to investigate. Our installers are liable for faults attributable to them in the provision of their services, including installation and maintenance services, while we remains liable for product defects or quality issues attributable to us. We have established a comprehensive anti-corruption and anti-bribery framework to ensure compliance and integrity in our distributorship model. These measures ensure that our distributorship model operates transparently, mitigating corruption risks while fostering ethical business practices. Our key policies and internal control measures are as follows:  Policies and Controls. We have implemented the anti-corruption and anti-fraud management measures and the code of business conduct, which govern all business partners and employees regarding corruption, fraud, and bribery. We have set up a dedicated reporting email, along with a whistleblower protection and reward mechanism. Our audit department is responsible for receiving and investigating reports or suspicious activities, imposing disciplinary actions, and referring violations of the law to judicial authorities.  Training and Education. We require key employees to acknowledge and comply with our internal control policies. Additionally, we actively promote ethical business practices and anti-corruption principles to our partners. We also provide our partners with training materials and other guidance to enhance knowhow and awareness of strict compliance with our standards in the provision of their services, including installation and maintenance services.  Internal Audit and Monitoring. We have established an audit department and formulated the internal audit management system to conduct routine internal control audits on our sales and distributorship business. These audits focus on detecting and preventing corruption, fraud, and bribery. During the Track Record Period, we have not identified any instances of corruption, fraud, or bribery. BUSINESS – 164 – --- page 174 ---  Risk Assessment and Management. We have adopted comprehensive risk management measures to proactively identify and monitor risks, including corruption and fraud vulnerabilities. We implement control measures in high-risk areas. Our CRM system is used to authorize business transactions at the regional level, with approvals required from senior management for transactions exceeding authorization limits. The commercial contract approval process, involving the commercial contract department, finance department, legal department, and our management team, ensures that all distributorship agreements are transparent and compliant with our policies and market regulations.  Senior Management Oversight. Our senior management leads in adhering to anti- corruption policies. Additionally, our audit committee supervises anti-corruption and anti-fraud initiatives to reinforce governance and ethical standards. Sales Force Our sales force is highly localized, with dedicated teams in each of our key regions to deliver tailored and bespoke customer service. As of December 31, 2025, our global sales and service force comprised 244 employees. Organizationally, our sales and solutions management department oversees overall management, providing essential support through contract administration, sales management, and solutions marketing. Our regional teams support frontline sales tasks such as contract signing, customer relationship management and contract fulfillment. W AREHOUSING, LOGISTICS AND INVENTORY MANAGEMENT Our inventory primarily consists of raw materials, work in progress and finished goods. We store our inventory at our manufacturing facilities in Lingang, Shanghai and Nantong, Jiangsu, and we also partner with third party logistics providers who arrange warehousing services to store our inventory, who bear liability for the loss of our inventory during the provision of the warehousing services. For inventory stored at our manufacturing facilities, we have established a warehouse management policy to manage our inventory, setting forth requirements and processes for management of our inventory, including, among others, undergoing inspection and quality assessment before accepting incoming materials for storage, specifying warehouse climate control settings and storage conditions, setting up segregated storage areas for materials requiring further determination or quality testing, and verifying and confirming transportation vehicles before loading and recording proof upon loading. If we discover any abnormalities in any of our inventory or the storage time exceeds the prescribed time, our quality department conducts re-inspection and confirmation before shipment. Under our warehouse management policy, our inventory is managed according to the first-in-first-out approach. For materials with shelf life requirements, regular inspections are conducted to ensure that the materials are within their usable shelf life. With respect to raw materials which are tailor-made to our specifications, our suppliers are responsible for packaging and delivering to our requirements, while standardized or wholesale parts are packaged and delivered according to suppliers’ standards. Pursuant to the agreements we enter with these suppliers, we are entitled to decline defective products. With respect to delivery of products to our customers, we primarily work with trusted local and international logistics partners for shipment. We maintain insurance coverage for loss of goods in international transit, while local logistics partners typically assume the risk of loss for products in local transit. DATA SECURITY During the course of our business, we may collect, process and store various types of data concerning our customers, suppliers and other business partners. We believe data security is critical to our business operations and we are committed to complying with all applicable laws and regulations on data security and privacy. BUSINESS – 165 – --- page 175 --- To ensure the confidentiality and integrity of our data, we pay close attention to compliance with all applicable data security laws, including the European GDPR. Our data is primarily divided into personal data and equipment data. Personal data may include information such as addresses, names, email addresses and account profile information. Customers can modify their personal information on the mySigen App, and access to such information is strictly limited to employees who need it to fulfill their job responsibilities, such as customer service personnel. Equipment data may include information such as system names and identifiers, module types, performance and specifications, and usage history. To further enhance our compliance with applicable data security laws, we maintain a dedicated data compliance team, which is responsible for, among others, conducting a comprehensive evaluation of our website, applications and any products or agreements which may involve personal data to ensure compliant data collection and evaluating compliance issues. Furthermore, we have also established a dedicated GDPR working group, and we have also previously engaged independent external consultants to consult on specific matters relating to GDPR compliance. We also maintain strict internal data security and compliance policies, setting out, among others, procedures for establishing, management, and responsible personnel for our various information technology systems, classification of information according to its sensitivity, and setting forth various disciplinary actions for data security, network security, environment security, account password security, terminal security, information security management, personal information security and access control violations. Under our data security and compliance policies, we explicitly guarantee the data rights of our customers set forth under the GDPR, including the rights to access, rectification, objection, restrict processing and erasure. We handle personal information in our business operations, which includes employee personal information and customer personal information. To ensure compliance with applicable laws and regulations, we have established strict internal policies on data collection, storage, usage, and protection.  Employee personal information, including names and phone numbers, is stored in our OA system, which operates on a third-party SaaS service that meets security standards.  Customer personal information, such as addresses, names, email addresses, and account details, is stored by region in AWS cloud service data centers in compliance with local data protection laws. Specifically, customer data is stored in local data centers in China, the U.S., Germany, Singapore, Japan, and Australia. We maintain a structured approach to data security through strict lifecycle management policies. Before collecting personal data, we require users to consent to our privacy policies and general terms. Our privacy policy clearly explains the scope of personal data collection, and users must voluntarily provide explicit consent before any data is processed. A record of user consent is maintained to ensure compliance. All data transmissions are encrypted via HTTPS to maintain confidentiality and integrity, and sensitive data is further encrypted and anonymized to prevent unauthorized access. We ensure strict control over personal data access to prevent unauthorized disclosure. Data subjects have the right to know if their data is processed, including purposes, data types, storage duration, sources, and recipients. They may request correction, deletion, restriction, or objection to processing. Information on automated decision-making and safeguards for data transfers to third countries or organizations will be provided upon request. The Company is committed to maintaining transparency and protecting individuals’ rights under applicable data protection laws. This helps ensure data security, minimize risks, and maintain compliance with global privacy standards. To ensure the proper handling of sensitive user data, we implement various security mechanisms, including encryption, and de-identification techniques to prevent misuse or unauthorized access. Data is securely deleted either logically or physically upon user request, ensuring compliance with minimum storage duration requirements. BUSINESS – 166 – --- page 176 --- In addition to technical measures, we have a dedicated data compliance team responsible for reviewing our websites, applications, and any products or agreements involving personal data to ensure proper data collection and regulatory compliance. Regular audits and risk assessments are conducted to evaluate the effectiveness of our security measures, such as encryption and de-identification, and to ensure continuous compliance with data protection laws. Furthermore, we conduct regular cybersecurity and data privacy training for employees, covering key regulations such as the Cybersecurity Law, Data Security Law, and Personal Information Protection Law. These comprehensive policies and controls ensure that we safeguard personal information, comply with global and regional data privacy regulations, and continuously improve our data protection framework. We have complied with all applicable laws and regulations relating to data privacy and security in such jurisdictions during the Track Record Period and up to the Latest Practicable Date. There has been no material data leakage during the Track Record Period and up to the Latest Practicable Date. INTELLECTUAL PROPERTY As of December 31, 2025, we had submitted applications for a total of 605 patents and had been authorized 234 patents in the PRC. As of the same date, we also held 2 software copyrights and 16 registered trademarks in the PRC, as well as 32 registered trademarks overseas. Our IP department is actively involved throughout the product and technology R&D process to ensure compliance. For example, our IP department organizes regular IP trainings for the R&D team, covering patents and trade secrets, to keep up to date with the latest trends and regulatory changes. Our IP department also works closely with R&D team and legal department to protect innovations and core technologies, proactively filing patent applications to strengthen our intellectual property portfolio and maintain technological leadership. Furthermore, before an R&D project is launched, we also conduct Freedom to Operate (FTO) investigations to assess potential patent infringement risks, adjusting designs as necessary to ensure compliance, while regularly monitoring important patents and its legal and compliance status. As of the Latest Practicable Date, we have not been involved in any material intellectual property disputes with third parties, and we were not aware of any threatened material proceedings or claims relating to intellectual property rights against us or our management or employees. However, despite our best efforts, we cannot be certain that third parties will not infringe or misappropriate our intellectual property rights or that we or our management or employees will not be sued for intellectual property infringement. See “Risk Factors — Risks Relating to Our Business and Industry — We may not be able to protect our intellectual property rights, and our ability to compete could be harmed if our intellectual property rights are infringed by third parties”, “Risk Factors — Risks Relating to Our Business and Industry — We may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive” and “Risk Factors — Risks Relating to Our Business and Industry — We may be subject to claims that our employees, consultants or advisers have wrongfully used or disclosed alleged trade secrets of their former employers, or claims asserting ownership of what we regard as our own intellectual property” for details. COMPETITION We operate in the global ESS industry, and are the largest stackable all-in-one DESS solutions enterprise in terms of product shipments with a 28.6% market share in 2024, representing 0.6% of the DESS market and 0.2% of the ESS market in the same period, according to Frost & Sullivan. According to Frost & Sullivan, the global ESS market is expected to grow rapidly, being driven by factors such as the development of renewable energy, favorable government policies, continuous price and cost reduction and increasing global demand for stable energy supplies and energy price stability. The global ESS market is also expected to experience various market trends, such as BUSINESS – 167 – --- page 177 --- increasing shifts away from centralized ESS models to distributed ESS models, deepening integration and application of AI technologies, growing focus on battery safety, and continuous price and cost reductions. We are strategically focused on the stackable all-in-one DESS solutions market, a sub-segment accounting for approximately 0.7% of the ESS market in 2024. According to Frost & Sullivan, the all-in-one DESS market represented 2.5% in the ESS market in terms of market shares in 2024. To sustain our high-growth trajectory and compete with global players, we focus on continuous innovation and deep integration of hardware and intelligence technology in our stackable all-in-one DESS solutions. We actively invest in R&D to strengthen our technological edge and address the industry’s high technology and capital barriers. At the same time, we are building a strong cross-disciplinary team and expanding our distributor and installer network to overcome talent and channel barriers, ensuring scalable and sustainable market penetration. See “Industry Overview” for more details on our competitive landscape, market drivers and development trends. EMPLOYEES As of December 31, 2025, we had 1,597 full-time employees. Substantially all of our employees were based in China, with the remaining based across global locations primarily engaged in sales and other support services. The following table sets forth the number of our employees by function and by geographic region as of December 31, 2025: As of December 31, 2025 Number of Employees % of Total Function 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/H1118605 37.9 Manufacturing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118593 37.1 Sales and service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118244 15.3 General and administrative /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155 9.7 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,597 100.0 Geographic Region Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,463 91.6 Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876 4.8 APAC(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 2.2 Others (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/H111823 1.4 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/H11181,597 100.0 Notes: (1) Excluding Chinese Mainland. (2) Other regions comprise the Americas, Africa, Middle East and Central Asia. As required by laws and regulations in China, we participate in various employee social security plans that are organized by municipal and provincial governments, including, among other things, pension, medical insurance, unemployment insurance, maternity insurance, on-the-job injury insurance and housing fund plans through a benefit contribution plan. We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our staff, up to a maximum amount specified by the local government from time to time. BUSINESS – 168 – --- page 178 --- We typically enter into standard employment, confidentiality and non-competition agreements with our senior management and core personnel. These contracts include a standard non-compete covenant that prohibits the employee from competing with us, directly or indirectly, during his or her employment and for two years after termination of his or her employment. We maintain a good working relationship with our employees, and we have not experienced any material labor disputes. We continuously invest in the training and career development of our talents. We continually strive to provide our employees with comprehensive social benefits, a diverse work environment and a wide range of career development opportunities. We have established a standardized training management procedure, covering the four main training areas of induction, general skills, professional skills and management training. We have organized comprehensive training programs covering all aspects of our business, including, among others, our HR policies and administration, intellectual property, financial management, marketing, IT and data security, product reliability, safety and quality, and legal and compliance training. Based on the nature of the program and training subject, our training takes both in-person and online formats and are taught by both internal staff and external consultants. During the Track Record Period, we entered into certain labor subcontracting arrangements with labor subcontractor agencies to meet the need of our business operations. Historically during the Track Record Period, pursuant to our agreements with such labor subcontractor agencies, we typically either pay service fees to labor subcontractor agencies based on the hours of work provided by the subcontracted staff (inclusive of salaries and other fees such as insurance, recruitment, management and service fees), or alternatively we may be responsible for paying salaries to the subcontracted staff, while paying flat fees per subcontracted staff to the labor subcontractor agencies (inclusive of other fees such as recruitment and management fees and social insurance). As of the Latest Practicable Date, our agreements with such labor subcontractor agencies stipulate that we are responsible for payment of lump sum service fees to the labor subcontractor agencies calculated based on the amount of work provided by the subcontracted staff. We are responsible for inspecting the work done by the subcontracted staff. As advised by our PRC Legal Adviser, our labor subcontracting arrangements under our agreements with labor subcontractor agencies as aforementioned is in compliance with applicable PRC laws and regulations. Additionally, we have implemented strict internal controls to prevent employees from using proprietary information or technologies from their previous employers. Upon onboarding, employees sign an employment contract and a confidentiality agreement, requiring them to respect third-party intellectual property rights, report any potential infringements, and refrain from bringing or storing confidential information from third parties in our workplace or systems. Additionally, during the Track Record Period and up to the Latest Practicable Date, we comply with the Interim Provisions on Labor Dispatch, ensuring that dispatched employees do not exceed 10% of our workforce, are limited to auxiliary or substitutable roles, and receive comparable benefits to regular employees. We have fully adhered to these regulatory requirements in 2023, 2024, 2025, and up to the Latest Practicable Date. PROPERTIES We do not own any properties in China or overseas. As of the Latest Practicable Date, we owned one land use right in China in relation to a parcel of land with a total area of approximately 76,414 sq.m., which shall be used as industrial land. As of the Latest Practicable Date, we had eight leased properties in China, with a combined area of approximately 94,080 sq.m., primarily utilized for manufacturing facilities, offices, and industrial purposes. Additionally, we have several leased properties overseas, including shared workspaces, primarily utilized for office and warehouse purposes. According to Section 6(2) of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice, this Prospectus is exempted from the requirements of BUSINESS – 169 – --- page 179 --- Section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, which mandates a valuation report for all our interests in land or buildings. This exemption applies because, as of December 31, 2025, none of our properties have a carrying amount of 15% or more of our consolidated total assets. Lease Registration As of the Latest Practicable Date, our leased properties in the PRC are required by the applicable PRC laws and regulations to be registered and filed with the relevant land and real estate administration bureaus in the PRC, among which five had not been so registered or filed. These properties have an aggregate gross floor area of approximately 63,293 sq.m, accounting for approximately 67% of the total gross floor area of our leased properties in China. Our lessors’ failure to provide the necessary documents for us to register the leases does not result in any reduction in rent. Similarly, in our experience, the proper registration of leases does not result in any material increase in the rent charged by the relevant lessor. As advised by our PRC Legal Adviser, failure to complete the registration and filing of lease agreements will not affect the validity of the lease agreements or result in us being required to vacate the leased properties. However, the relevant PRC authorities may impose a fine ranging from RMB1,000 to RMB10,000 for each unregistered lease. See also “Risk Factors — Risks Relating to Our Business and Industry — Some of the lease agreements of our leased properties have not been registered with the relevant PRC government authorities as required by PRC law, which may expose us to potential fines.” Having considered the foregoing, our Directors believe that the non-registrations of leases described above will not, individually or in the aggregate, materially affect our business and results of operation, on the grounds that: (i) no penalty had been imposed on us for our failure to register and file the relevant lease agreements during the Track Record Period and up to the Latest Practicable Date, (ii) we were advised by our PRC Legal Adviser that, if the lease registration can be completed in accordance with relevant laws and regulations within a reasonable time from the date of application or the prescribed time limit ordered by the competent governmental authorities, the risk of governmental authorities imposing a material penalty on us with respect to these leased properties is remote. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) Overview We are committed to incorporating environmental, social, and governance (ESG) principles into every aspect of our operations, as we believe these considerations are vital to achieving sustainable growth and corporate longevity. We acknowledge our responsibility to address global challenges, align with sustainability goals, and create lasting value for stakeholders. Our ESG strategy is grounded in strong governance, proactive environmental stewardship, and meaningful social contributions. To ensure alignment with the highest standards of ESG performance, we have integrated clear objectives into our operational framework, including, among others, targets for energy efficiency, resource conservation and emissions reduction. These measures underline our commitment to sustainability in the renewable energy sector and our role as a responsible corporate citizen. During the Track Record Period and up to the Latest Practicable Date, we had not been subject to any material claim or penalty or accident in relation to health, work safety, social and environmental protection, and, as advised by our PRC Legal Adviser, we had been in compliance with the relevant PRC laws and regulations in all material aspects. BUSINESS – 170 – --- page 180 --- Our ESG Governance Structure We have established a robust ESG governance structure to seamlessly integrate ESG principles into our operations and ensure long-term sustainability. At the core of this framework is the Board of Directors, which holds ultimate responsibility for ESG matters, providing strategic oversight and setting our ESG vision and objectives. The Audit Committee supports the Board by supervising the implementation of ESG policies and monitoring overall performance to ensure alignment with corporate strategy. To execute these strategies, we have formed an ESG Management Committee composed of management members. This committee is tasked with developing ESG strategies, assessing performance metrics, and driving initiatives that align with our operational goals. Supporting the Management Committee is an ESG Working Group, which manages the day-to-day execution of ESG activities, including data disclosure, employee training, and regulatory compliance. The Working Group ensures that ESG initiatives are effectively operationalized and aligned with evolving standards. ESG-Related Risks and Management We integrate environmental stewardship into our core operations, recognizing the critical role of sustainability in achieving long-term business success. Guided by a comprehensive environmental management system, we have implemented robust measures to address climate risks, improve resource efficiency, and reduce our environmental footprint, based on stakeholder communication and industry expert advice. In particular, we have identified certain material ESG issues relevant to the actual operations of our business through analysis of international ESG trends, benchmarking against material ESG topics of leading peers, and insights gathered from internal interviews, including, among others, energy management, R&D and innovation, employee rights and benefits, product quality, resource management, business ethics, and supply chain sustainability. Climate Risk Management We have established the Sigenergy Comprehensive Risk Management Policy, pursuant to which we systematically identify physical risks and transition risks related to climate change based on stakeholder communication and advice from industry experts. As a renewable energy solutions provider, we systematically identify and evaluates environmental risks, adopting proactive measures to ensure resilience. Climate Related Risks Potential Impact Risk Management Actions Physical Risks Typhoons /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Damage to facilities, production disruptions, and supply chain interruptions. Reinforced facility structures to withstand high winds, developed typhoon response and evacuation plans, and maintained safety stock for supply chain continuity. Extreme temperatures /H1118/H1118/H1118/H1118/H1118 Equipment malfunctions, increased maintenance costs, and risks to employee health. Optimized equipment for temperature tolerance, provided protective gear and health monitoring, and implemented thermal management systems. BUSINESS – 171 – --- page 181 --- Climate Related Risks Potential Impact Risk Management Actions Flooding /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Facility inundation, equipment damage, and supply chain disruptions. Enhanced drainage systems and elevated critical infrastructure, established flood response protocols, and coordinated with local authorities for rapid recovery. Transition Risks Regulatory changes (e.g., carbon pricing, emissions standards) /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Increased compliance costs and potential market access limitations. Strengthened compliance systems, improved carbon monitoring and reporting, and invested in low- carbon technologies. Low-carbon transition costs /H1118/H1118/H1118/H1118 Financial burdens associated with adopting low-carbon technologies and processes. Explored innovative low-carbon solutions, gradually implemented energy-saving projects, and developed comprehensive financial plans. Carbon pricing /H1118/H1118/H1118/H1118/H1118Higher operational costs impacting product pricing and competitiveness. Accelerated development of low-carbon products and improved supply chain sustainability. Resource Management We prioritize efficient resource utilization through optimizing our resource utilization efficiency in production and operations. We have installed rainwater collection systems in our production facilities, which are employed for landscaping irrigation, while green office initiatives promote conservation among employees, such as regular training and publicity regarding day-to-day water conservation measures. Waste Management We attach great importance to waste discharge management. We have formulated the Environmental Protection Management Regulations to regulate the management of general solid waste (including solid hazardous waste, general solid waste and domestic waste, etc.) and hazardous waste, providing a management basis for reducing the total amount of waste emissions and improving the efficiency of waste disposal. We have established a “identification-collection-storage-transportation-disposal-supervision” management process to manage general solid waste and hazardous waste. We also maintain special management ledgers and inspection records to ensure the proper management and disposal of waste. In particular:  Hazardous waste . Our hazardous waste includes waste rubber barrels, waste rubber hoses, waste rubber, waste oil, waste activated carbon, waste packaging materials contaminated with chemicals and waste filters, all of which are delivered to enterprises with certified hazardous waste qualifications for disposal.  General solid waste . We proactively classify and recycle general solid waste, and hold frequent employees’ environmental awareness training. BUSINESS – 172 – --- page 182 ---  Wastewater discharge . Our production process does not involve wastewater discharge, while the wastewater in our office park area is uniformly treated by the municipal government.  Waste gas emissions. We conduct biannual monitoring of fugitive waste gas emissions and annual monitoring of regular waste gas emissions, focusing on non-methane hydrocarbons (NMHC) and total suspended particulates (TSP), with all results meeting national standards. We also regularly replace activated carbon and filters to lower emission concentrations and adjust process parameters and equipment operations to reduce emissions. Energy Efficiency and Renewable Initiatives Energy efficiency is a cornerstone of our environmental strategy. We have adopted renewable energy solutions, such as installing rooftop solar panels and photovoltaic charging stations at office sites. Additionally, waste heat recovery projects in manufacturing facilities contribute to significant energy savings. Green office practices, including automated power-saving devices and employee training, further reinforcing our commitment to sustainable energy usage. Environmental Compliance and Certification We adhere strictly to national and local environmental regulations, supported by a dedicated EHS department responsible for monitoring compliance and implementing best practices. Both our Lin-gang manufacturing center and corporate offices are ISO 14001 certified, underscoring its commitment to maintaining high environmental management standards. Regular training sessions and awareness programs ensure employees are equipped to support our environmental goals. Our comprehensive approach to environmental management reflects our leadership in the green energy sector, aligning operational excellence with sustainable development to deliver long-term value for stakeholders. Environment and Climate Related Targets and Metrics We have incorporated both office areas and production sites into the scope of calculating environmental and climate change-related metrics, and have established targets for each metric. The key performance indicators and targets are outlined as follows: Energy Consumption Indicators/Unit Y ear ended December 31, 2023 2024 2025 Total electricity consumption (1) (MWh) /H1118/H1118/H1118/H1118/H1118/H11182,822.50 8,498.12 20,885.85 Electricity consumption intensity (2) (MWh per ten thousand RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.47 0.06 0.02 Notes: (1) The total electricity consumption represents our power usage in the Pujiang, Shanghai office and the Lingang, Shanghai production facility during the relevant period, including electricity consumed by lighting, air conditioning, office equipment, and production equipment. (2) Electricity consumption intensity refers to total electricity consumption divided by annual revenue. BUSINESS – 173 – --- page 183 --- To enhance energy efficiency, we have set clear energy consumption reduction targets for unit products. By 2025, the energy consumption per unit of inverter products is expected to decrease by 5% compared to 2024, while our battery packs and EV chargers are expected to achieve a 3% reduction respectively. Additionally, for our Pujiang, Shanghai office, we aim to reduce per capita emissions by 3% by 2025 compared to 2024. We will continue to adopt green energy initiatives, such as expanding installation of solar-powered systems in new construction projects, as well as implementing environmental management systems for centralized monitoring and analysis of energy and resource consumption, including water, electricity and compressed air. Resource Consumption Indicators/Unit Y ear ended December 31, 2023 2024 2025 Total water consumption (1) (ton) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,643 7,871 36,826 Water consumption intensity (2) (ton per ten thousand RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.97 0.06 0.04 Notes: (1) The total water consumption refers to the freshwater usage in the Pujiang office area and the Lingang production site during the relevant period. (2) Water consumption intensity refers to total water consumption divided by annual revenue. We are committed to the principles of efficient and water-saving production. By 2025, we plan to reduce total freshwater usage by 3% compared to 2024 levels. We will continue to adopt water conservation initiatives and campaigns, including ongoing water conservation awareness for employees and improving water consumption monitoring and analysis through implementing environmental management systems. Greenhouse Gas Emissions Indicators/Unit Y ear ended December 31, 2023 2024 2025 Scope 1 greenhouse gas emission (ton of carbon dioxide equivalent) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186.36 5.31 1.23 Scope 2 greenhouse gas emission (ton of carbon dioxide equivalent) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,450.97 4,307.29 10,532.96 Total greenhouse gas emissions (Scope 1+2) (ton of carbon dioxide equivalent) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,457.33 4,312.59 10,534.20 Greenhouse gas emissions intensity (Scope 1+2) (1) (ton of carbon dioxide equivalent per ten thousand RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.25 0.03 0.01 Scope 3 greenhouse gas emission (2) (ton of carbon dioxide equivalent) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,339.52 509,563.10 6,783,488.34 Notes: (1) Greenhouse gas emissions intensity refers to total greenhouse gas emissions divided by annual revenue. (2) Scope 3 greenhouse gas emission covers emissions from purchased goods and services, upstream transportation and distribution, as well as waste generated during operations. BUSINESS – 174 – --- page 184 --- In response to the intensifying global challenges posed by climate change, we have devised a long-term emission reduction plan and are actively collaborating with upstream and downstream stakeholders to implement relevant measures. We will also continue to implement various energy-saving and emissions-reducing measures throughout daily operations, including standardized temperature settings for warmer and cooler months, regular cleaning and maintenance of air conditioners and solar panels to ensure performance. Waste Emissions Indicators/Unit Y ear ended December 31, 2023 2024 2025 Total non-hazardous waste generated (ton) /H1118/H1118/H1118/H111850.80 259.60 1,300.89 Non-hazardous waste generation intensity (kg per ten thousand RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.71 2.0 1.44 Total hazardous waste generated (ton) /H1118/H1118/H1118/H1118/H1118/H1118/H11182.60 12.32 61.14 Hazardous waste generation intensity (kg per ten thousand RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.45 0.09 0.07 Our production processes do not involve wastewater discharge. Waste generated by our operations is categorized into non-hazardous and hazardous waste. Non-hazardous waste primarily includes waste packaging materials and defective products from the manufacturing process. Hazardous waste includes items such as waste glue barrels, waste glue, waste glue tubes, spent activated carbon, and used filters. Non-hazardous waste is collected and stored separately and subsequently handled by qualified third-party entities for comprehensive utilization. Hazardous waste is stored separately in strict compliance with national regulations and is entrusted to certified professional companies for disposal, with the entire process of transfer and disposal closely monitored. We are dedicated to reducing the total volume of solid waste emissions year by year while improving recycling and reuse rates to support a green production model. For example, for waste gas emissions, we will introduce online volatile organic compound monitoring equipment to standardize our processes for treating waste gas emissions. Social Responsibility Employee Welfare and Development Our employees form the backbone of our organization, and we are committed to creating a supportive and inclusive environment where they can thrive. In compliance with labor laws such as the Labor Law of the People’s Republic of China and the Labor Contract Law, we prioritize fair recruitment practices and equal opportunities for all. To attract and retain top talent, we offer compensation packages, performance-linked bonuses, and a variety of employee benefits, including subsidized health checks and commercial insurance coverage. Additionally, mentorship programs and one-on-one support mechanisms provide personalized guidance for career development. We also place significant emphasis on continuous learning and professional growth. Annual training plans are tailored to align with business objectives, offering programs that enhance technical skills, leadership capabilities, and cross-department collaboration. Transparent performance reviews and structured promotion pathways ensure employees can achieve their career aspirations while contributing to our Company’s success. To ensure workplace safety, we implement robust EHS protocols, conduct regular safety training, and maintain compliance with stringent occupational health standards. These initiatives underscore our commitment to maintaining high levels of employee satisfaction and well-being. BUSINESS – 175 – --- page 185 --- Supply Chain Sustainability Our supply chain strategy is a vital component of our ESG objectives, emphasizing collaboration and sustainability. Suppliers are evaluated based on key sustainability metrics, including environmental performance, labor practices, and compliance with standards such as ISO 9001. These assessments ensure that all partners meet our expectations for responsible and ethical practices. To encourage green transformation, we prioritize long-term partnerships with suppliers who demonstrate leadership in adopting renewable materials, energy-efficient processes, and waste reduction strategies. By offering technical guidance and capacity-building resources, we actively support suppliers in aligning with industry benchmarks for sustainability. This collaborative approach ensures that our supply chain not only meets operational needs but also contributes positively to environmental and social goals, amplifying our collective impact across the value chain. Health and Safety We strictly comply with the Work Safety Law of the People’s Republic of China, the Fire Protection Law of the People’s Republic of China, and the Law of the People’s Republic of China on Prevention and Control of Occupational Diseases. We have formulated and rigorously implemented internal policies, such as the EHS Organization, Personnel and Employee Responsibility Management Regulations and the Company EHS Management Manual, to ensure a safe working environment for our employees. In addition, we offer subsidized health check-ups for employees and provides commercial insurance coverage for regular employees in specific roles, including accident insurance, outpatient insurance, inpatient insurance, and production-related insurance. To enhance safety awareness and emergency response capabilities, we regularly conduct safety training programs for all employees, such as onboarding safety training for new hires, safety examinations, and the “Three-Level Safety Education” program. Moreover, we also engage industry experts to deliver specialized seminars, sharing the latest safety technologies and case studies to strengthen employees’ safety awareness and emergency handling skills. Product Responsibility We strictly comply with domestic and international regulations, including the Photovoltaic Manufacturing Industry Specification Conditions (2024 Edition), and has established robust quality management systems such as the Incoming Inspection Management Procedure. Clear policies for after-sales services and product recalls ensure that quality management remains a key operational priority. Moreover, innovation is central to our strategy. To meet evolving market demands, we have implemented comprehensive R&D management processes, including the R&D Project Management System and Product Development Management Process. The Business Planning Committee oversees R&D direction, ensuring alignment with market needs, while a dedicated pre-research team focuses on cutting-edge technologies to support product development over the next 3 to 5 years. To strengthen our R&D capabilities, we conduct regular training sessions across a wide range of technical fields, including photovoltaic inverters, energy storage systems, batteries, EV charging stations, and safety standards. These initiatives ensure our R&D team remains at the forefront of technical expertise and innovation. BUSINESS – 176 – --- page 186 --- In line with our commitment to sustainable development, we integrate green design principles throughout its product lifecycle, aiming to deliver solutions that are “smaller, lighter, more efficient, safer, and quieter.” Notable achievements include the successful launch of all-in-one photovoltaic storage and charging systems and lightweight commercial and industrial inverters. These products not only enhance operational performance but also contribute to global carbon reduction efforts through eco-friendly and low-carbon designs. Community Engagement We are committed to practicing corporate social responsibility, promoting educational equity and sustainable development. For example, we donated our ESS products to schools in remote areas of Vietnam, providing critical support to building an advanced PV system, simultaneously improving the learning environments for students in underserved regions while continuing to promote the adoption of green energy globally and delivering clean and sustainable energy. Ethics and Compliance Ethical conduct is a cornerstone of our business operations, guiding our interactions with stakeholders and ensuring the integrity of our governance practices. Our stringent Code of Conduct outlines clear policies on anti-corruption, anti-fraud, and fair competition, which are reinforced through mandatory annual training for employees and management. These sessions ensure that ethical principles are deeply ingrained in our corporate culture. To support these standards, we have implemented a secure whistleblowing mechanism, providing employees and stakeholders with a confidential platform to report any unethical behavior. All reports are thoroughly investigated, and whistleblowers are protected from retaliation. Furthermore, we extend these principles to our partners through supplier integrity agreements, ensuring that all collaborations align with our commitment to transparency and accountability. This robust ethical framework reinforces stakeholder trust and enhances our reputation as a socially responsible enterprise. LICENSES, APPROV ALS AND PERMITS As of the Latest Practicable Date, we had obtained all requisite licenses, approvals and permits from relevant governmental authorities that are material to our business operations in markets in which we operate. The following table sets forth a summary of the material licenses, permits and approvals that we have obtained for our business operations as of the Latest Practicable Date. No. Holding Entity Qualification Name Issuing Authority Valid Period 1/H1118/H1118Our Company Radio Transmission Equipment Type Approval Certificate MIIT Five years from June 28, 2024 2/H1118/H1118Our Company Telecommunications Equipment Network Access Trial Approval MIIT August 1, 2024- August 1, 2026 3/H1118/H1118Our Company Recordation of Customs Declaration Entities (Business category: consignee or consignor of import or export goods) Yangshan Port Perpetual 4/H1118/H1118Shanghai Sigenergy Recordation of Customs Declaration Entities (Business category: consignee or consignor of import or export goods) Yangshan Port Perpetual BUSINESS – 177 – --- page 187 --- No. Holding Entity Qualification Name Issuing Authority Valid Period 5/H1118/H1118Shanghai Sigenergy Pollutant Discharge Registration Certificate National Pollutant Discharge Permit Management Information Platform September 10, 2025- September 9, 2030 6/H1118/H1118Sige Cloud Recordation of Customs Declaration Entities (Business category: consignee or consignor of import or export goods) Longwu customs Perpetual 7/H1118/H1118Suzhou Sigenergy Recordation of Customs Declaration Entities (Business category: consignee or consignor of import or export goods) Suzhou Customs (Xiangcheng Office) Perpetual 8/H1118/H1118Jiangsu Sigenergy Recordation of Customs Declaration Entities (Business category: consignee or consignor of import or export goods) Nantong customs Perpetual 9 /H1118Hengqin Sigenergy Recordation of Customs Declaration Entities (Business category: consignee or consignor of import or export goods) Hengqin customs Perpetual 10 Shanghai Sige Digital Pollutant Discharge Registration Certificate National Pollutant Discharge Permit Management Information Platform November 27, 2025 - November 26, 2030 11 Jiangsu Sigenergy Pollutant Discharge License Nantong Ecology and Environment Bureau March 13, 2026- March 12, 2031 12 Jiangsu Sigenergy License for Urban Sewage Discharge into Drainage Network Nantong Su-Xi-Tong Science & Technology Park Management Committee March 13, 2026- March 14, 2031 We will apply to renew our material licenses, approvals and permits prior to their expiration. As advised by our PRC Legal Adviser, we do not foresee any material legal impediment for the renewal of our approval that is about to expire in August 2026. LEGAL PROCEEDINGS AND COMPLIANCE From time to time, we may be involved in contractual disputes or legal proceedings arising from the ordinary course of our business. During the Track Record Period and up to the Latest Practicable Date, we were not subject to any claims, damages, or losses that would have a material adverse effect on our financial position or results of operations as a whole. Litigation or any other legal proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including our management’s time and attention. For the potential impact of legal proceedings on us, see “Risk Factors — Risks Relating to Our Business and Industry — We are subject to risks relating to litigation and disputes, which could adversely affect our business, results of operations, financial condition and prospects.” BUSINESS – 178 – --- page 188 --- We are committed to adhering to the laws and regulations applicable to our business. Our Directors, as advised by our PRC Legal Adviser and the relevant legal advisers, confirm that we had complied with all applicable laws and regulations in all material respects in the material jurisdictions where we operate during the Track Record Period and up to the Latest Practicable Date. TRANSFER PRICING ARRANGEMENTS We conduct our business operations through (i) our Company and our PRC subsidiaries, which are primarily engaged in manufacturing, R&D and domestic sales activities, and (ii) our overseas subsidiaries, which are primarily engaged in overseas sales activities. The intra-group transactions relevant to our cross-border business operations and transaction flows (the “ Intra-Group Transactions ”), accounting for all of the intra-group cross-border transactions by the relevant subsidiaries during the Track Record Period, include: (i) sales of finished products from certain of our PRC subsidiaries responsible for manufacturing our products (the “ PRC Manufacturing Subsidiaries ”) to our PRC subsidiary primarily responsible for cross-border transactions and which holds the relevant PRC import/export licenses (the “ PRC Sales Subsidiary ”) (the “ Domestic Sales Transactions ”); (ii) sales of finished products from the Domestic Sales Subsidiary and the PRC Manufacturing Subsidiaries to certain of our overseas subsidiaries (the “ Overseas Sales Subsidiaries ”), for our Overseas Sales Subsidiaries to sell our products to third party customers in its respective regions (the “ Cross-border Sales Transactions ”); and (iii) provision of intra-group sales and marketing support services by certain of our overseas subsidiaries (“ Overseas Support Subsidiaries ”) to other subsidiaries engaged in sales activities, including marketing planning, sales support, market development coordination, technical product marketing services and post-sales support (the “ Support Services Transactions ”). The diagram below sets forth the simplified business flow of the Intra-Group Transactions within the Group during the Track Record Period: PRC Manufacturing Subsidiaries PRC Sales Subsidiary Sale of finished products Overseas Sales Subsidiaries Sale of finished products Overseas Support Subsidiaries Sales and marketing support servicesSales and marketing support services Sale of finished products In accordance with the applicable tax laws and regulations of the relevant tax jurisdictions, intra-group transactions must comply with the arm’s length principle. We have engaged our Independent Transfer Pricing Consultant to review and assess our transfer pricing arrangements. The Independent Transfer Pricing Consultant reviewed the Intra-Group Transactions, interviewed the management of the Group, conducted comparability analysis and evaluated whether the chosen profit level indicator (PLI) of the Intra-Group Transactions met the corresponding PLI range for comparable companies under the arm’s length principle following the Transactional Net Margin BUSINESS – 179 – --- page 189 --- Method. The review and analysis conducted by the Independent Transfer Pricing Consultant is mainly based on the OECD Transfer Pricing Guidelines and China Transfer Pricing regulations. The Domestic Sales Transactions and the Support Services Transactions were calculated on a full cost markup as the appropriate PLI, while the Cross-border Sales Transactions were calculated using operating profit margin as the appropriate PLI. The PLIs for the Intra-Group Transactions were determined to have met the relevant PLI range requirements under the arm’s length principle. Based on the above analysis, our Independent Transfer Pricing Consultant is of the view that the transfer pricing arrangements for our Intra-Group Transactions during the Track Record Period were consistent with the arm’s length principle from the perspective of OECD Transfer Pricing Guidelines and China Transfer Pricing regulations. RISK MANAGEMENT AND INTERNAL CONTROL Risk Management We are exposed to various risks during our business operations. We have established risk management systems consisting of appropriate policies and procedures, and we continue to improve these systems. We have adopted, among other things, the following risk management measures: (i) Our board of directors is responsible for monitoring our internal control system, reviewing its effectiveness, and maintaining our risk at an appropriate and effective level. Our audit department and quality operation department are responsible for the evaluation of the risks faced by us. A review of our risk management and internal control system will be conducted annually, which will include a review of all material controls, including financial, operational and compliance controls; (ii) We maintain anti-corruption, anti-fraud and anti-money laundering measures and systems, which defines fraud, money laundering, corruption and other improper behaviors, and sets forth measures regarding identification and monitoring processes, management responsibilities, reporting channels and reporting systems, and disciplinary actions for violations; (iii) We have established an export control and sanctions compliance policy to identify suppliers and customers who may be subject to sanctions risks as well as internal reporting of suspected violations of application export controls or sanctions; and (iv) We will engage external professional advisers, where necessary, and work with our internal audit and legal team to conduct regular reviews to ensure the effectiveness of all registrations, licenses, permits, filings and approvals. Internal Control We have engaged an independent internal control consultant to help identify and advise on mitigating risks relating to our operation. During the review by our independent internal control consultant, certain deficiencies were identified based on a sample review over our entity-level and procedure-level controls and we have adopted the appropriate internal control measures to improve such deficiencies. In particular, the internal control consultant had identified that we had not established certain policies required by the Stock Exchange for public companies, or that certain of our established policies was not in full conformity with the requirements of the Stock Exchange for public companies. To rectify such deficiencies, we have established the necessary policies identified by the independent internal control consultant and adjusted and improved our existing set of internal policies to ensure compliance. As of the Latest Practicable Date, there were no material outstanding issues relating to our internal controls. BUSINESS – 180 – --- page 190 --- We are committed to establishing and maintaining risk management and internal control systems. We have adopted and implemented a comprehensive risk management policy which defines risks and risk classification and sets forth policies on management strategies, risk management framework and responsibilities, risk identification, assessment, response measures, information collection and reporting system, and annual risk management assessment reporting. Our risk management and internal control systems also cover the general functional operations such as human resources, financial management, asset management, warehousing and logistics management, information system management and corporate governance as well as decision- making processes. Meanwhile, we are committed to supervising and evaluating the effectiveness of risk management and internal control system to ensure that the system is rectified and effectively controlled as our business develops. We have established internal audit mechanism to continuously monitor our risk management and internal control systems. Our audit department primarily holds the two responsibilities of internal auditing and supervision, including internal auditing of the company’s finances and operations, and conducting annual internal control assessments as well as monitoring and reporting activities such as embezzlement, bribery and money laundering. Our Directors confirm that during the Track Record Period and up to the Latest Practicable Date, we did not encounter any incidents of breaches of our internal control policies and procedures. Based on these enhancements, our Directors believe that our internal controls are adequate and effective in meeting the Company’s obligations under the Listing Rules, as well as other applicable legal and regulatory standards. Third-Party Settlement Arrangements Historically, a limited number of our distributors (individually or collectively, the “Relevant Customer(s)”) settled their payments with our Group through accounts of third-party payors designated by these Relevant Customers at their requests (the “Third-Party Settlement Arrangement(s)”). In 2023, 2024 and 2025, a total number of zero, three and zero Relevant Customers utilized the Third-Party Settlement Arrangements to settle payments with us, respectively. During the same periods, the aggregate amount of payments from the designated third-party payors of these Relevant Customers was nil, RMB24.6 million and nil, respectively, representing approximately nil, 1.9% and nil of our total revenue. As of the Latest Practicable Date, all the Third-Party Settlement Arrangements have been terminated. The third-party payors designated by these Relevant Customers primarily included their related parties that control or are under common control with the Relevant Customers. Our Directors have confirmed that none of the third-party payors designated by the Relevant Customers during the Track Record Period is a connected person of our Group, and such designated third-party payors are independent from any of our Group’s Directors, senior management and Shareholders. To the best of our knowledge, these Relevant Customers requested to utilize the Third-Party Settlement Arrangements to settle payments with us for convenience and/or intragroup arrangements. As confirmed by Frost & Sullivan, it is not uncommon for distributors to use the accounts of their related parties to settle corporate transactions with their suppliers. Our Directors confirm that, during the Track Record Period, (i) the Third-Party Settlement Arrangements were initiated by the Relevant Customers, rather than our Group for the purpose of circumventing any applicable laws and regulations, (ii) our Group did not participate in any other forms of such arrangement, (iii) our Group did not provide any discount, commission, rebate or other benefits to any of the Relevant Customers to facilitate or encourage the Third-Party Settlement Arrangements, (iv) the pricing and payment terms of the agreements we entered into with the Relevant Customers were in line with those of customers not involved in the Third-Party Settlement Arrangements, (v) all payments received under the Third-Party Settlement Arrangements were appropriately recorded following accounting procedures and policies, and (vi) our Group had not been subject to any actual or pending disputes or administrative penalties related to the Third-Party Settlement Arrangements during the Track Record Period and up to the Latest Practicable Date. BUSINESS – 181 – --- page 191 --- INSURANCE We maintain regular property insurance. However, the insurance may not be able to cover all potential injuries to our manufacturing facilities and equipment, death or losses due to fire, earthquake, flood or any other disasters. Consistent with customary industry practice in China, we do not maintain business interruption insurance, according to Frost & Sullivan. We believe our insurance policies as a whole are in line with the general market practice and comply with the relevant rules and regulations in China. According to Frost & Sullivan, our insurance coverage on product liability was in line with market norm. See “Risk Factors — Risks Relating to Our Business and Industry — We may not have adequate insurance to cover losses and liabilities arising from various operational risks and hazards. Specifically, we may be involved in product liability claims, and our product liability insurance may not be sufficient to cover potential liability from product liability claims.” TRADE RESTRICTIONS AND TARIFFS During the Track Record Period, the majority of our revenue was derived from overseas markets. Accordingly, any trade restrictions (including anti-dumping duties, new tariffs or quota fees) imposed by jurisdictions where we operate may materially affect the pricing of our products supplied to such markets. Changes to trade policies, treaties or tariffs in these jurisdictions could adversely impact our business and financial condition. We may also face protectionist policies, which could, among other things, hinder our ability to execute business strategies and place us at a competitive disadvantage relative to domestic companies in other jurisdictions. The imposition of any trade restrictions (such as anti-dumping duties or new tariffs) by certain countries or regions against China could materially affect our product sales. For instance, the United States has imposed multiple restrictive measures, including tariffs and anti-dumping duties, on Chinese photovoltaic products. In May 2024, the U.S. Department of Commerce initiated anti-dumping and countervailing duty investigations on crystalline silicon photovoltaic cells (whether assembled into modules or not) imported from Cambodia, Malaysia, Thailand, and Vietnam. Recently, the United States proposed to impose multiple rounds of tariffs on a wide range of goods imported from multiple countries, including China, and China responded with retaliatory tariffs. Since February 2025, both countries raised reciprocal tariffs on each other’s imported goods to 125%. However, on May 12, 2025, both the U.S. and China modified these tariff measures: the U.S. removed the 125% tariff and temporarily reduced tariffs on Chinese goods to 10% by suspending a 24% duty for 90 days. The PRC government announced the same tariff adjustments, removing the 125% retaliatory tariff and cutting tariffs on U.S. goods from 34% to 10% for the same period. These policies have adversely affected the global economy and financial markets. On August 12, 2025, both the U.S. and China announced the extension of these tariff measures for another 90 days. On October 30, 2025, the United States announced it would further reduce tariffs by 10% but otherwise the tariffs by China and the United States remains in place. Further, on February 20, 2026, the U.S. Supreme Court held that the International Emergency Economic Power Act does not authorize the U.S. President to impose tariffs. The escalating trade tensions may have an adverse impact on our business operations as we continue to expand into global markets. We derive a small percentage of our revenue from the U.S. market, accounting for nil, 1.8% and 1.8% of our total revenue in 2023, 2024 and 2025, respectively. We will maintain our market presence in the North America market, and target North America as a long term strategic market for expansion, subject to favorable market opportunities and regulatory environments. See “Future Plans and Use of Proceeds” for more information. While we do not source any material components or supplies from the United States, being limited to battery pack electronic components with alternative suppliers available in the PRC, and do not expect the PRC’s retaliatory tariffs to materially impact our cost base, these actions have significantly heightened trade tensions and increased uncertainty in the global trading environment. Accordingly, while we do not expect the current ongoing trade restrictions and trade tensions to materially impact our overseas operations, the evolving tariff landscape may adversely affect the pricing competitiveness of our products in the U.S. market, potentially leading to lower sales volumes or compressed profit margins. Failure to BUSINESS – 182 – --- page 192 --- promptly monitor the evolution of such measures or to effectively respond to them may adversely affect our overseas operations. See “Risk Factors — Risks Relating to Our Business and Industry — Changes to trade policy, tariffs, and import/export regulations may adversely affect our business, results of operations, financial condition and prospects.” A W ARDS AND RECOGNITIONS The following table sets forth some of our recent major awards and achievements. Award Y ear Award name Award institution 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Outstanding Energy Low-carbon Project The 9th China (Shanghai) International Technology Fair 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Residential Energy Storage System AQM Award 2023 TÜV Rheinland 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118International Design Excellence Awards 2023 Bronze Winner Industrial Designers Society of America 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Red Dot Award: Product Design 2024 Reddot Design Award 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118TOP INNOV ATION AWARD 2025 – Storage, Europe, South Africa & Australia EUPD Research 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118High and New Technology Enterprise Ministry of Science and Technology of the PRC, Ministry of Finance of the PRC, and State Administration of Taxation of the PRC 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118TOP INNOV ATION AWARD 2026 – Storage, Europe & South Africa EUPD Research 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118High and New Technology Enterprise Ministry of Science and Technology of the PRC, Ministry of Finance of the PRC, and State Administration of Taxation of the PRC BUSINESS – 183 – --- page 193 --- BOARD OF DIRECTORS Our Board of Directors consists of eight Directors, comprising two executive Directors, three non-executive Director and three independent non-executive Directors. Our Directors serve a term of three years and may be re-elected for successive reappointments. Our Board is responsible and has general powers for the management and operation of the Company’s business. The table below sets forth certain information in respect of the members of the Board: Name Age Position for the current tenure Time of joining our Group Date of appointment as a Director Responsibility Executive Directors Mr. Xu Yingtong (ഁ) 51 Chairman, Executive Director, and Chief Executive Officer May 2022 December 8, 2023 Responsible for the overall strategic planning and management of the Group Mr. Zhang Xianmiao (ੵ΋↿) 41 Executive Director and the President of the Company August 2022 December 8, 2023 Responsible for the research and development of product solutions, product planning and supply chain management of the Group Non-executive Directors Mr. Sun Guoqing (਷ᅅ) 44 Non-executive Director December 2023 December 8, 2023 Responsible for providing professional advice to the Board Mr. Wang Lin (؍) 46 Non-executive Director August 2022 August 31, 2022 Responsible for providing professional advice to the Board Ms. Yang Ting (เణ) Note 1 46 Non-executive Director December 2023 December 8, 2023 Responsible for providing professional advice to the Board Independent non-executive Directors Ms. Ng Wing Yan Claudia (ࢸ) 44 Independent non-executive Director February 2025 Listing Date Responsible for providing independent opinion and judgment to the Board Mr. Lin Jinwu (ᎀш) 49 Independent non-executive Director February 2025 Listing Date Responsible for providing independent opinion and judgment to the Board Ms. Chen Jijin (௓ᘱᆩ) 49 Independent non-executive Director February 2025 Listing Date Responsible for providing independent opinion and judgment to the Board Note: (1) Ms. Yang Ting is the spouse of Mr. Xu Yingtong. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 184 – --- page 194 --- DIRECTORS Executive Directors Mr. Xu Yingtong (ഁ), aged 51, is our Founder, the chairman of the Board, an executive Director and the Chief Executive Officer. Mr. Xu founded our Group in May 2022, and is responsible for the overall strategic planning and management of the Group. Mr. Xu has been our Chief Executive Officer since establishment of our Group and our Director since December 2023, and has served as the legal representative and director at certain of our subsidiaries. He was re-designated as an executive Director in February 2025. Mr. Xu has over 25 years of experience in the communications, new energy, and AI industries. Prior to founding the Group, Mr. Xu has been working at Huawei Technologies Co., Ltd. (“Huawei ”) for nearly 23 years. Mr. Xu joined Huawei in 1999, and successively held several positions at Huawei, including among others, a PDT manager of its wireless products, a director of the wireless software platform ( ೌᇞழ΁̨̻), the principal of Huawei Hangzhou R&D Center of Wireless Products (הthe president of Huawei smart photovoltaic business, and the president of Ascend AI Computing (ၑ) business. Since May 2023, Mr. Xu has been an independent director of Tongwei Co., Ltd. (ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 600438). Mr. Xu obtained his bachelor’s degree in radio technology from the School of Electronic and Optical Engineering ( ཥɿʈ೻ၾΈཥҦஔኪ৫) of Nanjing University of Science & Technology (ԯଣʈɽኪ) in the PRC in July 1996, and his master’s degree in business administration from Fudan University ( ూ͇ɽኪ) in the PRC in July 2007. There were no infringements of intellectual property rights or trade secrets involving any of Mr. Xu’s former employers during the Track Record Period and up to the Latest Practicable Date. Mr. Zhang Xianmiao ( ੵ΋↿), aged 41, is an executive Director and the president of the Company. He joined the Group in August 2022, and has been our Director since December 2023 and serving as the legal representative, general manager and director at certain of our subsidiaries. Mr. Zhang is responsible for research and development of product solutions, product planning and supply chain management of the Group. He was re-designated as an executive Director in February 2025. Mr. Zhang has over 17 years of experiences in the photovoltaic and ESS industry. Prior to joining our Group, Mr. Zhang has been working at Huawei for over 11 years. He joined Huawei in April 2011 and successively held various positions, including the head of research and development of photovoltaic inverters, and product design and planning, commercial photovoltaic business. From September 2007 to April 2011, Mr. Zhang worked at Shanghai Santak Electronics Co., Ltd. (ʮ̡). There were no infringements of intellectual property rights or trade secrets involving any of Mr. Zhang’s former employers during the Track Record Period and up to the Latest Practicable Date. Mr. Zhang obtained his bachelor’s degree in electrical engineering and automation from Xi’an Jiaotong University ( Гτʹஷɽኪ) in the PRC in July 2005, and his master’s degree in electrical engineering and automation from Zhejiang University ( एϪɽኪ) in the PRC in September 2007. Non-executive Directors Mr. Sun Guoqing (਷ᅅ), aged 44, is our non-executive Director and is responsible for providing professional advice to the Board. Mr. Sun was appointed as a Director in December 2023 and was re-designated as a non-executive Director in February 2025. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 185 – --- page 195 --- Mr. Sun has over 20 years of professional experience in financial management and investment industries. Mr. Sun worked at PricewaterhouseCoopers (PwC) as an audit manager from July 2003 to January 2011. Mr. Sun then served as a financial controller at KeyTone Ventures ( ௱ૅҳ༟) from April 2011 to April 2014. Mr. Sun later served as the chief financial officer at Yi Capital ( ੂɓ༟ ͉) from March 2015 to June 2016. Mr. Sun then served as a partner at DragonBall Capital (ྠ Ꮂम༟͉), from September 2017 to December 2019. Mr. Sun has been serving as a managing director at Hillhouse Investment since January 2021. Mr. Sun has obtained his bachelor’s degree in accounting from Beijing Institute of Fashion Technology (ༀኪ৫) in the PRC in July 2003. Mr. Wang Lin (؍)aged 46, is our non-executive Director and is responsible for providing professional advice to the Board. Mr. Wang was appointed as a Director in August 2022 and was re-designated as a non-executive Director in February 2025. Mr. Wang has over 20 years of working experience in the technology and financial investment industries. Prior to joining our Company, Mr. Wang served as a technical planning manager at Samsung Semiconductor (China) R&D Co., Ltd. (̒ኬ᜗(ʕ਷)ʮ̡) from May 2004 to August 2012. From September 2012 to January 2021, Mr. Wang worked at Huadeng Investment Consulting (Beijing) Co., Ltd. Shanghai Branch ( ശ೮ҳ༟ፔ༔(̏ԯ)ʮ̡ɪऎʱ ʮ̡). Mr. Wang later served as a vice manager at Huaxin Yuanchuang (Qingdao) Investment Management Co., Ltd. (௴(ࢥڡ)ʮ̡) from February 2021 to January 2024. Since February 2024, he has been serving as a vice manager at Shanghai Huadeng Gaoke Private Equity Fund Management Co., Ltd. (ʮ̡). Mr. Wang served as a director of Fortior Technology (Shenzhen) Co., Ltd. (ࢤ䁙Ҧ(ଉέ)ٰ ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 688279) and Hong Kong Stock Exchange (stock code: 1304), from April 2020 to January 2025. He served as an independent director at GL Tech Co., Ltd (ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 300480), from September 2018 to April 2023. Mr. Wang served as a director of Emdoor Information Co., Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 001314), from August 2020 to January 2024; and a director of Memsensing Microsystems (Suzhou, China) Co., Ltd. (΅ ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 688286) from June 2019 to August 2025. Since December 2019, Mr. Wang has been a director of 3peak Incorporated (๿ Ҧ(ᘽψ)ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 688536). Mr. Wang obtained his bachelor’s degree in electronic engineering from Hangzhou Dianzi University (Ҧɽኪ) in the PRC in June 2001, and then obtained his master’s degree in electronic science and technology from Zhejiang University ( एϪɽኪ) in the PRC in March 2004. Ms. Y ang Ting ( เణ), aged 46, is our non-executive Director and is responsible providing professional advice to the Board. Ms. Yang was appointed as a Director in December 2023 and was re-designated as a non-executive Director in February 2025. Ms. Yang Ting is the spouse of Mr. Xu Yingtong. Prior to joining our Group, Ms. Yang served as a director of Shanghai Shenzhiguang Digital Technology Co., Ltd. (ʮ̡, “Shanghai Shenzhiguang”) from March 2004 to January 2022, a company engaged in technology and software services, and was deregistered in January 2022 as a result of cessation of business. During Ms. Yang’s tenure at Shanghai Shenzhiguang as its director, Ms. Yang was primarily engaged in the daily operation of Shanghai Shenzhiguang, especially for its legal and compliance matters. To the best knowledge of our Directors, (a) at the time of the deregistration, Shanghai Shenzhiguang was not insolvent, had any outstanding liabilities nor was involved in any pending claims; and (b) neither of Ms. Yang nor Shanghai Shenzhiguang was involved in any material non-compliance or litigation during the Track Record Period. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 186 – --- page 196 --- Ms. Yang graduated from Nanjing University (ԯɽኪ), majoring in law, in the PRC in December 2002. Ms. Yang Ting’s legal background from Nanjing University provides her with a solid understanding of corporate governance, risk management, and regulatory compliance, which are relevant to her role as a member of the Audit Committee of the Company. Her experience as a director of Shanghai Shenzhiguang has also equipped her with insights into business operations and internal controls. Independent non-executive Directors Ms. Ng Wing Y an Claudia (ࢸ)aged 44, was appointed as an independent non-executive Director in February 2025, with effect from the Listing Date, and is responsible for providing independent opinion and judgment to the Board. Ms. Ng has around 20 years of dual working background in foreign and state-owned enterprises, with rich experience in corporate governance, strategic planning and operations, ESG (Environmental, Social, and Governance) managements and human resources managements. Ms. Ng has been serving as (i) an independent non-executive director at Changzhou Xingyu Automotive Lighting System Co., Ltd. (ʮ̡, a company listed on the Shanghai Stock Exchange with the stock code of 601799), since January 2026 and (ii) an independent non-executive director at BII Railway Transportation Technology Holdings Company Limited (Ҧ ʮ̡), a company listed on the Stock Exchange (stock code: 1522), since April 2025. Since 2022, Ms. Ng has been serving as the secretary to the board, co-president of Hong Kong office and a member of the sustainability committee of Shandong Hi-Speed New Energy Group Limited ( ʆ ʮ̡), a state-owned company listed on the Stock Exchange (stock code: 1250.HK). Prior to her current role, Ms. Ng served in Cisco Systems (China) Networking Technology Co., Ltd. (ӻ୕(ʕ਷)ʮ̡) for 14 years, with her latest role as the head of strategy and operations for the service providers’ team. Ms. Ng obtained her bachelor’s degree in law from the University of Hong Kong in December 2003, a Postgraduate Certificate in Laws (PCLL) from the University of Hong Kong in June 2004, a Juris Master degree from Tsinghua University ( ૶ശɽኪ) in the PRC in July 2007 and a master’s degree in business administration in finance from the Chinese University of Hong Kong in Hong Kong in November 2018. Mr. Lin Jinwu (ᎀш), aged 49, was appointed as an independent non-executive Director in February 2025, with effect from the Listing Date, and is responsible for providing independent opinion and judgment to the Board. Mr. Lin has extensive years of working experience in corporate management and investment. Mr. Lin worked at China Mobile Communications Group Co., Ltd. (ʮ̡) from August 1998 to July 2004. Mr. Lin then served as the general manager of Shanghai Jujun Information Technology Co., Ltd. (ʮ̡). He also worked at Shanghai Diwei Information Technology Co., Ltd. (ʮ̡) from November 2005 to April 2019. Mr. Lin has been a vice president of Guoke Dongfang (Shanghai) Private Equity Management Co., Ltd. (˙(ɪऎ)ʮ̡), a controlling shareholder of the general partner of our existing Shareholder, Hangzhou Yiyun, since July 2019. Mr. Lin was a minority shareholder and a supervisor of Shanghai Zhongyongye Land Engineering Co. Ltd. (ʮ̡)( “ Shanghai Zhongyongye ”) from January 2013 to December 2016, holding 25% of its equity interests. The business license of Shanghai Zhongyongye was revoked by local SAMR authority in October 2016 due to the fact that it was not engaging in any business activities for more than six months prior to the date of the revocation. So far as Mr. Lin was aware, as of the time of the revocation, Shanghai Zhongyongye was not insolvent, did not have any outstanding liabilities and was not involved in any pending claims, and the revocation of the business license of Shanghai Zhongyongye has not resulted in any punishment or fines imposed by any competent authorities, nor have it resulted in any outstanding or potential claims or liabilities against it. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 187 – --- page 197 --- Mr. Lin obtained his bachelor’s degree in electronic instrumentation and measurement technology from Wuhan University (ဏɽኪ) in the PRC in July 1998, and then obtained his master’s degree in business administration from Fudan University ( ూ͇ɽኪ) in the PRC in January 2007. Ms. Chen Jijin ( ௓ᘱᆩ), aged 49, was appointed as an independent non-executive Director in February 2025, with effect from the Listing Date, and is responsible for providing independent opinion and judgment to the Board. Ms. Chen has over 24 years of experience in financial management and corporate governance. Ms. Chen first worked at SAIC Motor Corporation Finance Limited (ப΂ʮ ̡) from July 1999 to June 2006. Ms. Chen has been serving as the finance control manager and then the deputy director of the finance department at Shanghai Mahle Thermal Systems Co., Ltd. (ʮ̡) since July 2006, a Sino-German joint venture in the automotive components industry. Ms. Chen obtained a bachelor’s degree in economics, majoring in finance, from Shanghai University of Finance and Economics ( ɪऎৌ຾ɽኪ) in June 1999, and a master’s degree in accounting (MPAcc) from the National Accounting Institute of Shanghai University of Finance and Economics (ኪ৫) in October 2009. Ms. Chen is a holder of the Chinese Certified Public Accountant (CPA) qualification since December 2009, the Chinese Certified Tax Agent qualification since July 2005, and the Chinese Legal Professional Qualification Certificate since September 2002. SUPERVISORY COMMITTEE Our Supervisory Committee consists of three Supervisors, including one employee representative Supervisor. The employee representative Supervisor is elected at the staff representative assembly for a term of three years, which is renewable upon re-election and re-appointment. The functions and duties of the Supervisory Committee include, among other things, reviewing periodic reports prepared by the Board, overseeing the financial conditions of our Group, and supervising the performance of our Directors and senior management members. Each of the Supervisors is appointed for a term of three years which is renewable upon re-election and re-appointment. The following table sets out information in respect of the Supervisors. Name Age Position/Title Time of joining our Group Date of appointment as a Supervisor Roles and responsibilities Mr. Liu Qinwei (ᄎॢၪ) /H1118/H1118/H1118/H1118/H1118 37 Chairman of the Supervisory Committee May 2022 December 20, 2024 Management of the Supervisory Committee and supervising the daily operation of the Group Ms. Yang Shunxia (เනᒳ) /H1118/H1118/H1118/H1118/H1118 41 Supervisor January 2023 December 20, 2024 Management of the Supervisory Committee and supervising the daily operation of the Group DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 188 – --- page 198 --- Name Age Position/Title Time of joining our Group Date of appointment as a Supervisor Roles and responsibilities Mr. Zhu Bo (ϡ௹) /H1118/H1118/H1118/H1118/H1118/H1118 40 Employee representative Supervisor June 2022 December 20, 2024 Management of the Supervisory Committee and supervising the daily operation of the Group Mr. Liu Qinwei ( ᄎॢၪ), formerly known as Liu Zhao ( ᄎ১), aged 37, is the chairman of our supervisory committee and a Supervisor. Mr. Liu joined our Company in May 2022, and served as the head of software department since then. Mr. Liu has extensive experience in software solutions. Prior to joining our Group, Mr. Liu worked at Huawei from April 2014 to March 2022, with his last position as a manager. There were no infringements of intellectual property rights or trade secrets involving any of Mr. Liu’s former employers during the Track Record Period and up to the Latest Practicable Date. Mr. Liu obtained his bachelor’s degree and master’s degree in science from Zhejiang University ( एϪɽኪ) in the PRC in June 2011 and April 2014, respectively. Ms. Y ang Shunxia ( เනᒳ), aged 41, is a Supervisor. Ms. Yang joined our Company in January 2023, and served as a global brand director since then. Ms. Yang has more than 10 years of experience in marketing. Prior to joining our Group, she served as a marketing manager at Greenway Solar-Tech (Shanghai) Co., Ltd. (Ҧ(ɪ ऎ)ʮ̡), formerly known as Jiawei Solar (Shanghai) Co., Ltd. (Ҧ(ɪऎ)ʮ ̡), from July 2006 to July 2011. She then worked as a brand marketing director at Fronius Trading (Shanghai) Co., Ltd. ( Ϳঐɻ(ɪऎ)ʮ̡), from September 2011 to February 2014. Ms. Yang then served as a senior brand manager at Huawei from February 2014 to February 2022. There were no infringements of intellectual property rights or trade secrets involving any of Ms. Yang’s former employers during the Track Record Period and up to the Latest Practicable Date. Ms. Yang obtained her bachelor’s degree in arts from Nanjing University (ԯɽኪ)i nt h e PRC in June 2006. Mr. Zhu Bo ( ϡ௹), aged 40, is an employee representative Supervisor. Mr. Zhu joined our Company in June 2022, and served as an information technology director since then. Mr. Zhu has extensive experience in information technology industry. Prior to joining our Group, he served as a software development engineer at Shanghai Aircraft Manufacturing Co., Ltd. (ʮ̡), from September 2011 to March 2013. He then worked at IT center at Shanghai Aviation Industrial (Group) Co., Ltd. (ʈุ(ණྠ)ʮ̡) from April 2013 to April 2017. Mr. Zhu then worked as an information technology engineer at UTC Climate, Controls & Security (Shanghai) Co., Ltd. (Άุ၍ଣ(ɪऎ)ʮ̡) from April 2017 to January 2018, worked at Singulato Technology (Shanghai) Co., Ltd. (Ҧ(ɪऎ)ʮ̡) from January 2018 to December 2019, and Shanghai Gaussian Automation Technology Development Co., Ltd. (ʮ̡) from December 2019 to May 2022. Mr. Zhu obtained his bachelor’s degree in software project and his master’s degree in software project management from Beihang University (ঘ˂ɽኪ) in the PRC in July 2008 and January 2011, respectively. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 189 – --- page 199 --- SENIOR MANAGEMENT Our senior management is responsible for our day-to-day management and business operation. The following table sets forth the key information of our senior management: Name Age Position(s) for the current tenure Time of joining our Group Date of appointment as senior management Roles and responsibilities Mr. Xu Yingtong (ഁ) /H1118/H1118/H1118/H1118/H1118 51 Chairman, Executive Director, and Chief Executive Officer May 2022 May 2022 Responsible for the overall strategic planning and management of the Group Mr. Zhang Xianmiao (ੵ΋↿) /H1118/H1118/H1118/H1118/H1118 41 Executive Director and the President of the Company August 2022 August 2022 Responsible for the research and development of product solutions, product planning and supply chain management of the Group Mr. Zhang Jiawei (ੵྗਃ) /H1118/H1118/H1118/H1118/H1118 33 General Manager of Sales of Solutions April 2023 April 2023 Responsible for overseeing sales of product solutions Ms. Qiao Lingzi (ɿ) /H1118/H1118/H1118/H1118/H1118 40 General Manager of Marketing November 2022 November 2022 Responsible for overseeing marketing operation Mr. Cheng Guobo (ت)H1118/H1118/H1118/H1118/H1118 50 General Manager of Manufacturing October 2022 October 2022 Responsible for overseeing manufacturing management and operation Mr. Huang Xueqi (ර௛೘) /H1118/H1118/H1118/H1118/H1118 44 General Manager of Finance, Secretary to the Board and joint company secretary July 2022 July 2022 Responsible for overseeing finance management and coordinating with the Board Ms. Ou Chandan (ᆄᄬ ) /H1118/H1118/H1118/H1118/H1118 45 General Manager of Human Resources and Administration Management October 2022 October 2022 Responsible for overseeing human resources and administration management Mr. Xu Yingtong (ഁ), aged 51, is our Chairman, executive Director and Chief Executive Officer. For details of his biography, please refer to the paragraph headed “— Board of Directors — Executive Directors” in this section. Mr. Zhang Xianmiao ( ੵ΋↿), aged 41, is our executive Director and the President of the Company. For details of his biography, please refer to the paragraph headed “— Board of Directors — Executive Directors” in this section. Mr. Zhang Jiawei ( ੵྗਃ), aged 33, is our general manager of sales of solutions, and is responsible for overseeing sales of product solutions. He joined our Group as the general manager of sales of solutions in April 2023. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 190 – --- page 200 --- Mr. Zhang has extensive experience in marketing and sales. Prior to joining our Group, Mr. Zhang worked at Huawei from March 2016 to March 2023, primarily engaged in marketing and sales. There were no infringements of intellectual property rights or trade secrets involving any of Mr. Zhang’s former employers during the Track Record Period and up to the Latest Practicable Date. Mr. Zhang obtained his bachelor’s degree in materials science and engineering from Northwestern Polytechnical University ( Г̏ʈุɽኪ) in the PRC in July 2014, and his master’s degree in materials science and engineering from University of Manchester in the United Kingdom in July 2015. Ms. Qiao Lingzi (ɿ), aged 40, is our general manager of marketing, and is responsible for overseeing our marketing operation. She joined our Group in November 2022 as the general manager of marketing of our Group. Ms. Qiao has extensive experience in marketing. Prior to joining our Group, from June 2012 to August 2014, she served as a marketing manager at Jiangsu Goodwe Power Technology Co., Ltd. (ʮ̡), a company listed on the National Equities Exchange and Quotations (stock code: 835209), and then she worked at Huawei as a senior marketing manager from August 2014 to October 2022. There were no infringements of intellectual property rights or trade secrets involving any of Ms. Qiao’s former employers during the Track Record Period and up to the Latest Practicable Date. Ms. Qiao obtained her bachelor’s degree in English from Jiangxi University of Finance and Economics ( ϪГৌ຾ɽኪ) in the PRC in July 2006, and her master’s degree in foreign linguistics and applied linguistics from Shanghai University of International Business and Economics ( ɪऎ࿁ ̮຾൱ɽኪ) in the PRC in March 2010. Mr. Cheng Guobo (ت)aged 50, is the general manager of manufacturing of our Company, and is responsible for overseeing manufacturing management and operation of our Group. He joined our Group in October 2022 as the general manager of manufacturing. Mr. Cheng has extensive experience in product manufacturing. From August 2004 to December 2013, Mr. Cheng served as a manager in the manufacturing department of Delta Greentech (China) Co., Ltd. (ʮ̡). From May 2014 to February 2017, he served as the head of the power battery department at Corun Hybrid Technology Co., Ltd., (ɢჃ૿Υਗ ʮ̡). Mr. Cheng subsequently served as a vice manager at Shanghai Jinghong New Energy Technology Co., Ltd. (ʮ̡), from February 2017 to April 2020. From February 2021 to September 2022, he first served as a vice manager and then as a general manager of the charging pile business division at Fox ESS Co., Ltd. Wuxi Branch (΅ ʮ̡ೌ፼ʱʮ̡). Mr. Cheng obtained an associate degree in instrument and meter from Anhui University ( τ Ꮟɽኪ) in the PRC in July 1999, and obtained an intermediate professional title in 2013. Mr. Huang Xueqi ( ර௛೘), aged 44, is our general manager of finance, Secretary to the Board and the joint company secretary, and is responsible for overseeing finance management of our Company and coordinating with the Board. He joined our Group in July 2022 as the general manager of finance department. He was appointed as the Secretary to the Board in February 2025 and the joint company secretary in March 2026 with effect from the Listing Date. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 191 – --- page 201 --- Mr. Huang has more than 15 years of experience in financial management. Prior to joining our Group, Mr. Huang worked at Shanghai Behr Thermal System Co., Ltd. (ʮ̡) from October 2007 to June 2010. He then worked at Shanghai Bosch Rexroth Hydraulics and Automation Co., Ltd. (ʮ̡) from June 2010 to April 2013 and at Shanghai Yingchuang Decoration Design Engineering Co., Ltd. (ʮ ̡) from April 2013 to December 2013. From January 2014 to September 2017, Mr. Huang worked at Shanghai Horen Logistics Technology Co., Ltd. (ʮ̡), formerly known as Shanghai Hongyan Logistics Technology Co., Ltd. (ʮ̡). He subsequently worked as a finance director at GLB Intelligence & Power Co., Ltd. (ཤ௹౽ঐਗ ʮ̡), from September 2017 to June 2022. Mr. Huang obtained his bachelor of engineering, majoring in automation from East China University of Science and Technology (ଣʈɽኪ) in the PRC in July 2004 and his master’s degree in enterprise management from Shanghai University of Finance and Economics ( ɪऎৌ຾ ɽኪ) in the PRC in January 2007. Mr. Huang has been a registered member of the Chinese Institute of Certified Public Accountants, accredited by the Shanghai Institute of Certified Public Accountants (՘ึ), since December 2010. Ms. Ou Chandan ( ᆄᄬ ), aged 45, is our general manager of human resources and administration, and is responsible for human resources and administration management of our Group. She joined our Group in October 2022 as the general manager of human resources and administration of our Group. Ms. Ou has extensive experience in human resources and management. Prior to joining our Group, she worked as a human resources senior manager at Jinko Green Energy (Shanghai) Management Co., Ltd. (ၠঐ(ɪऎ)ʮ̡), which is wholly-owned by Jinkosolar Holdings Limited (ʮ̡), a leading clean energy company listed on the New York Stock Exchange (stock code: JKS), from September 2011 to December 2014. From December 2014 to August 2020, Ms. Ou successively serve as the director of the human resources department, the director of the board office and the internal audit department at Jinko Power Technology Co., Ltd. (ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 601778). Ms. Ou later served as the chief human resource officer in the group human resources department and the operation process AT department at Shanghai Fosun Hi-tech (Group) Co., Ltd. (Ҧ(ණྠ)ʮ̡), from March 2021 to September 2022. Ms. Ou obtained her bachelor’s degree in business administration from Melbourne Institute of Technology in Australia in March 2004, and her master’s degree in human resources from University of Sydney in Australia in October 2005. JOINT COMPANY SECRETARIES Mr. Huang Xueqi ( ර௛೘) was appointed as our joint company secretary effective upon the Listing Date, see “— Senior Management” for his biographical details. Ms. Lai Ho Y an (ࢸ)was appointed as one of our joint company secretaries with effect from February 20, 2025. Ms. Lai is currently a senior manager of company secretarial services of Tricor Services Limited, where she is responsible for providing corporate secretarial and compliance services to listed companies at the Stock Exchange and other multinational, private and offshore companies. Ms. Lai has more than nine years of experience in the company secretary profession. Ms. Lai is the named company secretary of several listed companies on the Stock Exchange, namely Wuhan Youji Holdings Ltd. (stock code: 2881), Beijing UBOX Online Technology Corp. (stock code: 2429), OneForce Holdings Limited (stock code: 1933) Rongta Technology (Xiamen) Group Co., Ltd. (Stock code: 9881) and Beijing Luzhu Biotechnology Co., Ltd. (Stock code: 2480). DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 192 – --- page 202 --- Ms. Lai obtained her bachelor’s degree in business administration in financial services and master’s degree in corporate governance from The Hong Kong Polytechnic University in September 2016 and September 2020, respectively. She also holds a Bachelor of Laws from Manchester Metropolitan University in July 2024. She has been qualified as a Chartered Secretary, a Chartered Governance Professional, an associate of The Hong Kong Chartered Governance Institute (HKCGI) and an associate of The Chartered Governance Institute (CGI) in the United Kingdom. INTERESTS OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Saved as disclosed above, to the best of the knowledge, information and belief of our Directors having made all reasonable enquiries, as of the Latest Practicable Date, 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. There are no other matters with respect to the appointment of our Directors and Supervisors that need to be brought to the attention of the Shareholders, nor is there any information relating to our Directors and Supervisors that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. As of the Latest Practicable Date, save as disclosed above, none of our Directors, Supervisors or senior management were related to other Directors, Supervisors or senior management of our Company. Saved as disclosed in the sections headed “Relationship with our Controlling Shareholders,” “Substantial Shareholders” and “Appendix IV — Statutory and General Information — 4. Disclosure of Interests — Disclosure of Interests of Directors, Supervisors and Chief Executive of our Company,” as of the Latest Practicable Date, none of our Directors and Supervisors held any interest in the securities within the meaning of Part XV of the SFO. BOARD COMMITTEES Our Board delegates certain responsibilities to various committees. In accordance with the relevant PRC laws and regulations and the Corporate Governance Code, Appendix C1 to the Listing Rules, our Company has formed three Board committees, namely the Audit Committee, the Remuneration Committee and the Nomination Committee. Audit Committee We have established an Audit Committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.4 and paragraph D.3 of Part 2 of the Corporate Governance Code, Appendix C1 to the Listing Rules. The Audit Committee consists of three Directors, namely Ms. Chen Jijin, Mr. Lin Jinwu and Ms. Yang Ting. Ms. Chen Jijin, who holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules, serves as the chairperson of the Audit Committee. The primary duties of the Audit Committee include, but are not limited to, the following:  proposing the appointment or change of external auditors to our Board, monitoring the independence of external auditors and evaluating their performance;  guiding internal audit work;  examining the financial information of our Company, reviewing financial reports and statements of our Company and giving comments on relevant matters;  assessing the effectiveness of internal control, and supervising the implementation of ESG policies and monitoring overall performance to ensure alignment with corporate strategy; DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 193 – --- page 203 ---  coordinating the communication among management, internal audit department, related departments and external audit agency; and  dealing with other matters that are authorized by the Board or involved in relevant laws and regulations. Remuneration Committee We have established a Remuneration Committee with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph E.1 of Part 2 of the Corporate Governance Code. The Remuneration Committee consists of three Directors, namely Ms. Ng Wing Yan Claudia, Mr. Zhang Xianmiao and Mr. Lin Jinwu. Ms. Ng Wing Yan Claudia serves as the chairperson of the Remuneration Committee. The primary duties of the Remuneration Committee include, but are not limited to, the following:  formulating individual remuneration plans for Directors, Supervisors and members of the senior management in accordance with the terms of reference of the job responsibilities, the importance of their positions as well as the remuneration benchmarks for the relevant positions in other comparable companies;  examining the criteria of performance evaluation of Directors and the senior management of our Company, and conducting annual performance evaluation;  supervising the implementation of the remuneration plan of the Company;  reviewing and/or approving matters relating to share schemes under Chapter 17 of the Listing Rules; and  dealing with other matters that are authorized by the Board. Nomination Committee We have established a Nomination Committee with written terms of reference in compliance with Rule 3.27A of the Listing Rules and paragraph B.3 of Part 2 of the Corporate Governance Code. The Nomination Committee consists of three Directors, namely Mr. Xu Yingtong, Ms. Ng Wing Yan Claudia and Mr. Lin Jinwu. Mr. Xu Yingtong serves as the chairperson of the Nomination Committee. The primary duties of the Nomination Committee include, but are not limited to, the following:  making recommendations to our Board with regard to the size and composition of our Board based on our Company’s business operation, asset scale and equity structure;  researching and developing standards and procedures for the election of our Board members, general managers and members of the senior management, and making recommendations to our Board;  conducting extensive search and providing to our Board suitable candidates for Directors, general managers and other members of the senior management;  examining our Board candidates, general manager and members of the senior management and making recommendations to our Board;  assessing and reviewing the independence of independent non-executive Directors; and  dealing with other matters that are authorized by our Board. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 194 – --- page 204 --- COMPENSATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Our Directors, Supervisors and senior management receive their remuneration in the form of fees, salary, allowances and benefits in kind, performance related bonus, share-based payment expenses and pension scheme contributions. For the years ended December 31, 2023, 2024 and 2025, the total remuneration accrued to our then Directors amounted to approximately RMB94.8 million, RMB4.7 million and RMB173.6 million, respectively. For the years ended December 31, 2023, 2024 and 2025, the total remuneration accrued to our then Supervisors was nil, RMB6.4 million and RMB10.2 million. For the years ended December 31, 2023, 2024 and 2025, the total emoluments paid to the five highest paid individuals (including Directors and Supervisors) by our Group amounted to approximately RMB100.8 million, RMB24.3 million and RMB203.1 million, respectively. During the Track Record Period, no remuneration was paid by our Company to, or receivable by, our Directors, past Directors, Supervisors, past Supervisors or the five highest paid individuals as an inducement to join or upon joining our Company or as compensation for loss of office in connection with the management positions of any subsidiary of our Company. Under the arrangements currently in force, without taking into account the impact of the grant of Awarded Shares under the SM Incentive Scheme, we estimate that the aggregate remuneration payable to, and benefits in kind receivable by, our Directors by any member of our Group in respect of the year ending December 31, 2026 is approximately RMB10.54 million. None of the Directors or Supervisors waived their remuneration during the relevant period. The remuneration of Directors, Supervisors and senior management is determined with reference to a number of factors, including operating results of our Company, market comparables and the achievement of major operating indicators of our Company. CONFIRMATION FROM OUR DIRECTORS Rule 8.10 of the Listing Rules Each of our Directors confirms that as of the Latest Practicable Date, he or she did not have any interest in a business which competes or is likely to compete, directly or indirectly, with our business, and requires disclosure under Rule 8.10 of the Listing Rules. Rule 3.09D of the Listing Rules Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under Rule 3.09D of the Listing Rules on February 15, 2025, and (ii) understands his or her obligations as a director of a listed issuer on the Stock Exchange under the Listing Rules. Rule 3.13 of the Listing Rules Each of the independent non-executive Directors confirms (i) his/her independence with regard to each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) that he/she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person of the 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 appointments. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 195 – --- page 205 --- The Company was acquainted with Mr. Lin Jinwu through Mr. Xu Yingtong, who are alumni of each other. Despite Mr. Lin Jinwu has indirect connections with Hangzhou Yiyun and Xingxu Yaoneng, being our Shareholders, the details of which are disclosed under the section headed “History, Development and Corporate Structure — Pre-IPO Investments — (5) Information about our Pre-IPO Investors”, having conducted the assessment taking into consideration the applicable independence criteria as set out in Rule 3.13 of the Listing Rules including, among other things, (i) Mr. Lin’s effective interest in the share capital of the Company is well below 1%; (ii) neither of Hangzhou Yiyun and Xingxu Yaoneng has the right to nominate or appoint directors or Board representatives to the Company; (iii) Mr. Lin will not be on the Board to protect the interests of any entity whose interests are not the same as those of the Shareholders as a whole; and (iv) Mr. Lin’s confirmation on his independence set out in the preceding paragraph, the Company and Mr. Lin consider Mr. Lin to be independent under Rule 3.13 of the Listing Rules. The Joint Sponsors have (i) reviewed the relevant documents and information provided by the Company in relation to Mr. Lin’s relationships with Hangzhou Yiyun and Xingxu Yaoneng, including, among others, the limited partnership agreements of Hangzhou Yiyun and Xingxu Yaoneng, and supporting documents evidencing his involvement in these two Pre-IPO Investors and their respective shareholders; (ii) conducted public searches on Hangzhou Yiyun and Xingxu Yaoneng to understand, among other things, their background and ownership structure, and to understand Mr. Lin’s interests in Hangzhou Yiyun and Xingxu Yaoneng, and noted that Mr. Lin did not hold a controlling stake in either Hangzhou Yiyun or Xingxu Yaoneng; (iii) conducted an interview with Mr. Lin and obtained confirmation from Mr. Lin that (a) he is independent from the Company upon his review of the requirements under Rule 3.13 of the Listing Rules and (b) save as disclosed under the section headed “History, Development and Corporate Structure — Pre-IPO Investments — (5) Information about our Pre-IPO Investors”, he had no other relationships with the Group; and (iv) commissioned an independent agent to conduct a background search on Mr. Lin. Based on the independent due diligence performed by the Joint Sponsors and the Company’s assessment above, nothing has come to the attention of the Joint Sponsors that would reasonably cause them to cast doubt on the views of the Company and that Mr. Lin is independent under Rule 3.13 of the Listing Rules. In addition, to ensure that the interest of minority Shareholders is protected, (a) each of our Directors (including Mr. Lin Jinwu) is aware of his/her fiduciary duties as a director to act for the benefit and in the interest of our Company; (b) the Directors are not entitled to vote (nor shall be counted in quorum) in relation to any resolution of the Directors in respect of any contract or arrangement or any other proposal in which such Directors or any of their close associates have any material interest; and (c) the Board and/or the Nomination Committee will review the structure, size and composition (including the skills, knowledge and experience) required of the Board annually, assess the independence of independent non-executive Directors, and review and monitor the management of conflicts of interests, if any. 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 intends to comply with Corporate Governance Code set out in Appendix C1 to the Listing Rules and the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules after the Listing. Pursuant to code provision C.2.1 of Part 2 of the Corporate Governance Code, companies listed on the Stock Exchange are expected to comply with, but may choose to deviate from, the requirement that the roles of chairman and chief executive should be separate and should not be performed by the same individual. We do not have a separate chairman and chief executive, since Mr. Xu, our chairman of the Board, an Executive Director and the Chief Executive Officer, currently performs these two roles. Mr. Xu is the founder of our Company and has extensive experience in the industry of our business. The Board believes that vesting the roles of both chairman and chief executive in the same person has the benefit of ensuring consistent leadership within the Group and enables more effective and efficient overall strategic planning for the Group. The Board considers that the balance of power and authority for the present arrangement will not DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 196 – --- page 206 --- be impaired, given that: (i) decision to be made by our Board requires approval by at least a majority of our Directors; (ii) Mr. Xu and the other Directors are aware of and undertake to fulfil their fiduciary duties as Directors, which require, among other things, that he acts for the benefit and in the best interests of our Company and will make decisions for our Company accordingly; (iii) the balance of power and authority is ensured by the operations of the Board, including three independent non-executive Directors, and has a fairly strong independence element; and (iv) the overall strategic and other key business, financial, and operational policies of our Company are made collectively after thorough discussion at both Board, and senior management levels. The Board will continue to review and consider splitting the roles of chairman and chief executive of the Company if and when it is appropriate taking into account the circumstances of the Group as a whole. For further information relating to the Company’s corporate governance measures, please see the section headed “Relationship with our Controlling Shareholders — Corporate Governance.” BOARD DIVERSITY POLICY We are committed to promoting the culture of diversity in the Company. We have strived to promote diversity to the extent practicable by taking into consideration a number of factors in our corporate governance structure. We have adopted the board diversity policy (the “ Board Diversity Policy ”) which sets out the objective and approach to achieve and maintain diversity of our Board in order to enhance the effectiveness of our Board. Pursuant to the Board Diversity Policy, we seek to achieve Board diversity through the consideration of a number of factors, including but not limited to gender, age, race, cultural background, educational background, industry experience and professional experience. Our Directors have a balanced mix of knowledge and skills, including knowledge and experience in the areas of energy, finance, corporate management and governance. They obtained degrees in various areas, including energy, engineering, management and business administration. Our Board Diversity Policy is well implemented as evidenced by the fact that there are Directors ranging from 41 years old to 51 years old and the Board comprises three female Directors and five male Directors. Pursuant to the Board Diversity Policy, we will use our best efforts to maintain at least one female representation in the Board and the current composition of the Board satisfies this target gender ratio. We will continue to take steps to promote diversity at all levels of the Company, including but without limitation to our Board and senior management levels, to enhance the effectiveness of corporate governance of the Company as a whole. Going forward, we will continue to work to enhance gender diversity of our Board when selecting and recommending suitable candidates for Board appointments. Our Nomination Committee is responsible for ensuring the diversity of our Board members. After the Listing, our Nomination Committee will review the Board Diversity Policy from time to time, develop and review measurable objectives for implementing the policy, and monitor the progress on achieving these measurable objectives to ensure its continued effectiveness. We will disclose in our corporate governance report about the implementation of the board diversity policy on an annual basis. COMPLIANCE ADVISER We have appointed Rainbow Capital (HK) Limited as our compliance adviser pursuant to Rule 3A.19 of the Listing Rules. The Compliance Adviser will provide us with guidance and advice as to compliance with the Listing Rules and other applicable laws, rules, codes and guidelines. Pursuant to Rule 3A.23 of the Listing Rules, the Compliance Adviser will advise our Company in certain circumstances including: (a) before the publication of any regulatory announcement, circular or financial report; DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 197 – --- page 207 --- (b) where a transaction, which might be a notifiable or connected transaction, is contemplated, including share issues, sales or transfers of treasury shares 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 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 Adviser will, on a timely basis, inform our Company of any amendment or supplement to the Listing Rules that are announced by the Stock Exchange. The Compliance Adviser 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 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 Date. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT – 198 – --- page 208 --- OUR CONTROLLING SHAREHOLDERS Immediately prior to the Global Offering, our Company is controlled by Mr. Xu as to approximately 10.18% directly and as to approximately 39.10% indirectly through Mr. Xu’s Controlled Entities, namely (a) Jiaxing Ouji as to 6.43%, (b) Jiaxing Gulin as to 7.86%, (c) Jiaxing Mailin as to 21.07% and (d) Jiaxing Maita as to 3.74%. Mr. Xu, our Founder, the chairman of the Board and an executive Director, is the sole general partner of each of Mr. Xu’s Controlled Entities. As such, each of Mr. Xu’s Controlled Entities is a close associate of Mr. Xu. Mr. Xu and Mr. Xu’s Controlled Entities form a group of Controlling Shareholders for the purpose of the Listing Rules. As of the Latest Practicable Date, the group of Controlling Shareholders are in aggregate entitled to control the exercise of approximately 49.28% of the voting rights of our Company. Immediately following the completion the Global Offering, the group of Controlling Shareholders will be, in aggregate entitled to control the exercise of approximately 46.58% of the voting rights (taking into account the Share Subdivision, and assuming the Over-allotment Option is not exercised) or approximately 46.20% of the voting rights (taking into account the Share Subdivision, and assuming the Over-allotment Option is exercised in full) and thus remain as a group of Controlling Shareholders. INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS Having considered the following factors, our Directors are satisfied that we are capable of carrying on our business independently of our Controlling Shareholders and their close associates after Listing. Management Independence We are able to carry on our business independently from the Controlling Shareholders from a management perspective. Our Board consists of eight Directors, including two executive Directors, three non-executive Directors and three independent non-executive Directors. Our executive Directors and senior management team are responsible for the day-to-day management of our operations. Notwithstanding the roles of Mr. Xu in our Board and our senior management team, our Directors are of the view that our Company is able to function independently from the Controlling Shareholders for the following reasons: (a) all of the independent non-executive Directors are independent of the Controlling Shareholders. Our independent non-executive Directors have extensive experience in different areas. We believe that they will be able to exercise their independent judgment and will be able to provide impartial opinions in the decision-making process of our Board to protect the interests of our Shareholders as a whole; (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) our daily management and operations are carried out 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 Group; (d) where a Board meeting or Shareholders’ meeting is held to consider a proposed transaction in which our Directors or Controlling Shareholders or any of their respective close associates have a material interest, the relevant Directors or our Controlling Shareholders and their respective close associates shall abstain from voting on the relevant resolutions and shall not be counted towards the quorum for the voting; and RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS – 199 – --- page 209 --- (e) we have adopted a series of corporate governance measures to manage conflicts of interest, if any, between our Group and the Controlling Shareholders which would support our independent management, in accordance with our Articles, relevant corporate governance policies and the Listing Rules as well as other applicable rules, laws and regulations. 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 Group independently from the Controlling Shareholders and their close associates after the Listing. Operational Independence Our Company has full rights to make all decisions on and to carry out for our own business development, staffing, logistics, administration, finance, internal audit, information technology, sales and marketing, or company secretarial functions. We have independent access to suppliers and customers and an independent management team to handle our day-to-day operations. We are also in possession of all relevant licenses necessary to carry on and operate our principal businesses, and we have sufficient operational capacity in terms of capital and employees to operate independently. 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 the Controlling Shareholders and their close associates. In addition, we have our own headcount of employees for our operations and management for human resources. Based on the above, our Directors believe that we are able to operate independently from the Controlling Shareholders and their close associates. Financial Independence Our Group has a finance center independent from our Controlling Shareholders and their respective close associates. We have also established an independent financial system to make the decisions based on our own business needs. Moreover, our Group opens and manages bank accounts independently, and has never shared any bank account with Controlling Shareholders. Our Group has independent taxation registration according to the relevant laws, and makes tax payments independently according to the applicable PRC taxation laws and regulations. Our Group has never made any tax payment jointly with Controlling Shareholders or any other entities controlled by them. Our Group has sufficient capital to operate its business independently and has adequate internal resources and a strong credit profile to support its daily operations. In addition, we are capable of obtaining financing from third parties without relying on any guarantee or security provided by our group of Controlling Shareholders. During the Track Record Period and up to the Latest Practicable Date, we had received the Pre-IPO Investments from third party investors independently. For details of the Pre-IPO Investment, see “History, Development and Corporate Structure.” As of the Latest Practicable Date, there were no loans, advances and balances due to or from our Controlling Shareholders or their respective close associates, nor were there any pledges and guarantees provided by and to our Controlling Shareholders or their respective close associates. Based on the above, our Directors are of the view that we are able to maintain financial independence from our Controlling Shareholders and their close associates. DISCLOSURE UNDER RULE 8.10 OF THE LISTING RULES As of the Latest Practicable Date, none of our Controlling Shareholders or Directors had any interest in any business which competes or is likely to compete, either directly or indirectly, with our Company’s business which would require disclosure under Rule 8.10 of the Listing Rules. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS – 200 – --- page 210 --- CORPORATE GOVERNANCE Our Company will comply with the provisions of the Corporate Governance Code in Appendix C1 to the Listing Rules, which sets out principles of good corporate governance. Our Directors recognize the importance of good corporate governance in protection of our Shareholders’ interests. We would adopt the following measures to safeguard good corporate governance standards and to avoid potential conflict of interests between our Group and the Controlling Shareholders: (a) where a Shareholders’ meeting is to be held for considering proposed transactions in which the Controlling Shareholders or any of their respective associates has a material interest, the Controlling Shareholders will not vote on the resolutions and shall not be counted in the quorum in the voting; (b) our Company has established internal control mechanisms to identify connected transactions. Upon the Listing, if our Company enters into connected transactions with a Controlling Shareholder or any of his/its associates, our Company will comply with the applicable Listing Rules, including, where appropriate, the reporting, annual review by the independent non-executive Directors, announcement and independent shareholders’ approval; (c) our Board consists of a balanced composition of executive Directors and independent non-executive Directors, with independent non-executive Directors representing not less than one-third of our Board to ensure that our Board is able to effectively exercise independent judgment in its decision-making process and provide independent advice to our Shareholders. Our independent non-executive Directors individually and collectively possess the requisite knowledge and experience to perform their duties. They will review whether there is any conflict of interests between our Group and our Controlling Shareholders and provide impartial and professional advice to protect the interests of our minority Shareholders; (d) where our Directors reasonably request the advice of independent professionals, such as financial advisers, the appointment of such independent professionals will be made at our Company’s expenses; and (e) we have appointed Rainbow Capital (HK) Limited as our Compliance Adviser to provide advice and guidance to us in respect of compliance with the Listing Rules, including various requirements relating to corporate governance. Based on the above, our Directors are satisfied that sufficient corporate governance measures have been put in place to manage conflicts of interest between our Group and the Controlling Shareholders, and to protect minority Shareholders’ interests after the Listing. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS – 201 – --- page 211 --- SUBSTANTIAL SHAREHOLDERS So far as our Directors are aware, immediately following the completion of the Global Offering (taking into account the Share Subdivision, and assuming the Over-allotment Option is not exercised), the following persons will have interests and/or short positions in the Shares or underlying shares of our Company which would fall to be disclosed pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO or, who is, directly or indirectly, interested in 10% or more of the nominal value of any class of our share capital carrying rights to vote in all circumstances at general meetings of our Company: As of the Latest Practicable Date, without taking into account Share Subdivision Following the completion of the Share Subdivision and the Global Offering (assuming the Over-allotment Option is not exercised) Name of Shareholder Nature of Interest Description of Shares Number of Shares Approximate percentage of shareholding in our total share capital Number of Shares (1) Approximate percentage of shareholding in Unlisted Shares/H Shares (2) Approximate percentage of shareholding in our total share capital (2) Mr. Xu (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted Shares 2,374,586 10.18% 16,916,480 15.80% 6.85% H Shares – – 6,829,380 4.89% 2.77% Interests held in controlled corporations Unlisted Shares 9,120,043 39.10% 55,520,950 51.86% 22.50% H Shares – – 35,679,480 25.53% 14.46% Ms. Yang Ting (3) /H1118/H1118/H1118/H1118/H1118Spouse interest Unlisted Shares 11,494,629 49.28% 72,437,430 67.66% 29.35% H Shares – – 42,508,860 30.42% 17.22% Jiaxing Ouji (3) /H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted Shares 1,500,000 6.43% 8,290,000 7.74% 3.36% H Shares – – 6,710,000 4.80% 2.72% Jiaxing Gulin (3) /H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted Shares 1,833,000 7.86% 12,220,000 11.41% 4.95% H Shares – – 6,110,000 4.37% 2.48% Jiaxing Mailin (3) /H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted Shares 4,914,528 21.07% 35,010,950 32.70% 14.19% H Shares – – 14,134,330 10.12% 5.73% Mr. Zhang (4) /H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted Shares 291,529 1.25% – –% –% H Shares – – 2,915,290 2.09% 1.18% Interests held in controlled corporation Unlisted Shares 2,305,177 9.88% 17,311,370 16.17% 7.01% H Shares – – 5,740,400 4.11% 2.33% Jiaxing Qianzhusong (4) /H1118/H1118Beneficial owner Unlisted Shares 2,305,177 9.88% 17,311,370 16.17% 7.01% H Shares – – 5,740,400 4.11% 2.33% Zhuhai Meiheng (5) /H1118/H1118/H1118/H1118Beneficial owner Unlisted Shares 3,473,684 14.89% 13,894,736 12.98% 5.63% H Shares – – 20,842,104 14.92% 8.45% Shanghai Gao Ling (5) /H1118/H1118/H1118Interests held in controlled corporation Unlisted Shares 3,473,684 14.89% 13,894,736 12.98% 5.63% H Shares – – 20,842,104 14.92% 8.45% Zhuhai Gao Ling (5) /H1118/H1118/H1118Interests held in controlled corporation Unlisted Shares 3,473,684 14.89% 13,894,736 12.98% 5.63% H Shares – – 20,842,104 14.92% 8.45% Guangzhou Huaxin (6) /H1118/H1118/H1118Beneficial owner Unlisted Shares 1,907,895 8.18% – –% –% H Shares – – 19,078,950 13.65% 7.73% Zhuhai Huaxin (6)/H1118/H1118/H1118/H1118/H1118Interests held in controlled corporation Unlisted Shares 1,907,895 8.18% – –% –% H Shares – – 19,078,950 13.65% 7.73% Qingdao Huaxin /H1118/H1118/H1118/H1118/H1118Interests held in controlled corporation Unlisted Shares 1,907,895 8.18% – –% –% H Shares – – 19,078,950 13.65% 7.73% Walden Alps /H1118/H1118/H1118/H1118/H1118/H1118Interests held in controlled corporation Unlisted Shares 1,907,895 8.18% – –% –% H Shares – – 19,078,950 13.65% 7.73% SUBSTANTIAL SHAREHOLDERS – 202 – --- page 212 --- Notes: 1. All interests stated are long positions. 2. The calculation is based on the assumptions that (i) the Share Subdivision is completed, (ii) 126,158,441 Unlisted Shares will be converted into H Shares, and (iii) the total number of the Shares in issue will be 246,796,930 Shares immediately after completion of the Global Offering; and (iv) the Over-allotment Option is not exercised. 3. As of the Latest Practicable Date, Mr. Xu is the sole general partner of Jiaxing Ouji, Jiaxing Gulin, Jiaxing Mailin and Jiaxing Maita. As such, by virtue of SFO, Mr. Xu is deemed to be interested in the Shares held by Jiaxing Ouji, Jiaxing Gulin, Jiaxing Mailin and Jiaxing Maita. 4. As of the Latest Practicable Date, the sole general partner of Jiaxing Qianzhusong was Mr. Zhang. As such, by virtue of SFO, Mr. Zhang is deemed to be interested in the Shares held by Jiaxing Qianzhusong upon the completion of the Global Offering under the SFO. 5. As of the Latest Practicable Date, the general partner of Zhuhai Meiheng was Shanghai Gao Ling Venture Investment Management Co., Ltd. (ʮ̡,“ Shanghai Gao Ling ”), the limited partners of Zhuhai Meiheng are private equity funds or investment entities managed by Zhuhai Gao Ling Private Fund Management Co., Ltd. (ʮ̡)( “Zhuhai Gao Ling ”). As such, by virtue of SFO, each of Shanghai Gao Ling, Zhuhai Gao Ling is deemed to be interested in the Shares held by Zhuhai Meiheng. 6. Guangzhou Huaxin Shengjing Innovation Investment Center (Limited Partnership) (ସ౻௴ุҳ༟ʕː(ࠢ Υྫ), “ Guangzhou Huaxin ”) is a limited partnership established in the PRC on October 28, 2021. The general partner of Guangzhou Huaxin is Zhuhai Huaxin Quantum Consultancy Management Enterprise (Limited Partnership) (ඎɿፔ༔၍ଣΆุ(Υྫ), “ Zhuhai Huaxin ”), holding 1.0% partnership interest therein. Zhuhai Huaxin has three partners, including (i) Qingdao Huaxin Focus Investment Management Co., Ltd. (ೊᓃҳ ʮ̡,“ Qingdao Huaxin ”) as its sole general partner holding 25.0% partnership interest, which is wholly-owned by Walden Alps Investment Management Hong Kong Limited (“ Walden Alps ”), (ii) Walden Alps as its limited partner, holding 25.0% partnership interest, and (iii) an Independent Third Party, Wu Meng, holding 50% partnership interest. As such, by virtue of SFO, Zhuhai Huaxin, Qingdao Huaxin and Walden Alps are deemed to be interested in the Shares held by Guangzhou Huaxin. For details of the substantial shareholders who will be, directly or indirectly, interested in 10% or more of the value of any class of Shares varying rights to vote in all circumstances at general meetings of any member of our Group, see “Statutory and General Information — 4. Disclosure of Interests — Disclosure of Interests of Substantial Shareholders” in Appendix IV to this Prospectus. Save as disclosed herein, our Directors are not aware of any persons who will, immediately following completion of the Global Offering (taking into account the Share Subdivision, and assuming the Over-allotment Option is not exercised), have interests and/or short positions in Shares or underlying shares which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO. SUBSTANTIAL SHAREHOLDERS – 203 – --- page 213 --- This section presents certain information regarding our share capital before and upon completion of the Global Offering. BEFORE THE GLOBAL OFFERING As of the Latest Practicable Date, the registered capital of our Company was RMB23,322,303, comprising 23,322,303 Unlisted Shares in issue of nominal value RMB1.00 each. Immediately prior to the Global Offering, the Shares will be split on a one for ten basis, and upon completion of the Share Subdivision, the registered share capital of our Company will be RMB23,322,303, comprising 233,223,030 Unlisted Shares in issue of nominal value RMB0.1 each. UPON COMPLETION OF THE GLOBAL OFFERING Immediately following completion of the Global Offering, assuming the Over-allotment Option is not exercised, the share capital of our Company immediately following completion of the Global Offering (taking into account the Share Subdivision) will be as follows: Description of Shares Number of Shares Approximate percentage to total share capital Unlisted Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,064,589 43.38% H Shares to be converted from Unlisted Shares /H1118/H1118/H1118/H1118126,158,441 51.12% H Shares to be issued under the Global Offering /H1118/H1118/H111813,573,900 5.50% Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118246,796,930 100.00% Immediately following completion of the Global Offering, assuming the Over-allotment Option is fully exercised, the share capital of our Company immediately following completion of the Global Offering (taking into account the Share Subdivision) will be as follows: Description of Shares Number of Shares Approximate percentage to total share capital Unlisted Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,064,589 43.03% H Shares to be converted from Unlisted Shares /H1118/H1118/H1118/H1118126,158,441 50.70% H Shares to be issued under the Global Offering /H1118/H1118/H111815,609,900 6.27% 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/H1118248,832,930 100.00% RANKING Upon completion of the Global Offering, we would have only one class of Shares. H Shares and Unlisted Shares are all ordinary Shares in the share capital of our Company. However, apart from certain qualified domestic institutional investors in the PRC, the qualified PRC investors under the Shanghai — Hong Kong Stock Connect or the Shenzhen — Hong Kong Stock Connect and other persons who are entitled to hold our H Shares pursuant to relevant PRC laws and regulations or upon approvals of any competent authorities, H Shares generally cannot be subscribed for by or traded between legal or natural persons of the PRC. Unlisted Shares and H Shares will rank pari passu with each other in all respects and, in particular, will rank equally for all dividends or distributions declared, paid or made after the date of this Prospectus. All dividends in respect of the H Shares are to be paid by us in Hong Kong dollars or in the form of H Shares. CONVERSION OF OUR UNLISTED SHARES INTO H SHARES All our Unlisted Shares are not listed or traded on any stock exchange. The holders of our Unlisted Shares may convert their Shares into H Shares provided that such conversion shall have completed any requisite internal approval process and complied with the relevant regulations as SHARE CAPITAL – 204 – --- page 214 --- prescribed by the securities regulatory authorities of the State Council and the regulations, requirements and procedures prescribed by the overseas stock exchange(s) and have completed the required filing with the securities regulatory authorities of the State Council, including the CSRC. The listing of such converted H Shares on the Stock Exchange will also require the approval of the Stock Exchange. Based on the procedures for the conversion of our Unlisted Shares into H Shares as disclosed in this section, we can apply for the listing of all or any portion of our Unlisted Shares on the Stock Exchange as H Shares in advance of any proposed conversion to ensure that the conversion process can be completed promptly upon notice to the Stock Exchange and delivery of Shares for entry on the H Share register. As any listing of additional Shares after our initial listing on the Stock Exchange is ordinarily considered by the Stock Exchange to be a purely administrative matter, it will not require such prior application for listing at the time of our initial listing in Hong Kong. No class Shareholder voting is required for the listing and trading of the converted Shares on the Hong Kong Stock Exchange. Any application for listing of the converted Shares on the Hong Kong Stock Exchange after our initial listing is subject to prior notification by way of announcement to inform Shareholders and the public of such proposed conversion. After all the requisite approvals have been obtained, the following procedures will need to be completed: the relevant Unlisted Shares will be withdrawn from the Share register, and we will re-register such Shares on our H Share register maintained in Hong Kong and instruct the H Share Registrar to issue H Share certificates. Registration on our H Share register will be on the condition that (a) our H Share Registrar lodges with the Hong Kong Stock Exchange a letter confirming the proper entry of the relevant H Shares on the H Share register of members and the due dispatch of H Share certificates, and (b) the admission of the H Shares to trade on the Hong Kong Stock Exchange will comply with the Listing Rules and the General Rules of HKSCC and the HKSCC Operational Procedures in force from time to time. Until the converted Shares are re-registered on our H Share register, such Shares would not be listed as H Shares. For further details, see “Risk Factors — Risks Relating to the Global Offering — 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.” TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL OFFERING Pursuant to the PRC Company Law, our Shares issued prior to the Listing shall not be transferred within one year from the Listing Date. For details of the lock-up undertaking given by the Controlling Shareholders pursuant to Rule 10.07 of the Listing Rules, see the section headed “Underwriting — Lock up Arrangement — Undertakings to the Hong Kong Stock Exchange pursuant to the Listing Rules — (B) Undertakings by each of our Controlling Shareholders.” REGISTRATION OF SHARES NOT LISTED ON AN OVERSEAS STOCK EXCHANGE According to the Guidelines for the “Full Circulation” Program for Domestic Unlisted Shares of H-share Listed Companies ( H΅͡ሗ“ஷ”ˏ‘), the domestic shareholders of unlisted shares shall, in accordance with the relevant rules of the CSRC, handle the transfer registration of shares, complete the procedures of share registration and stock listing in accordance with the relevant regulations of the Hong Kong market, and disclose information in accordance with the relevant law and regulations. The H-share listed company shall submit a report on the relevant situation to the CSRC within 15 days after the registration with the CSRC of the shares related to the application has been completed. SHAREHOLDERS’ GENERAL MEETING For details of circumstances under which our Shareholders’ general meeting are required, see “Summary of Articles of Association of the Company” in Appendix III to this Prospectus. SHARE CAPITAL – 205 – --- page 215 --- THE CORNERSTONE PLACING We have entered into cornerstone investment agreements (each a “ Cornerstone Investment Agreement ” and collectively, the “ Cornerstone Investment Agreements ”) with the cornerstone investors set out below (each a “ Cornerstone Investor ” and collectively, 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 International Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of 100 H Shares) that may be purchased for an aggregate amount of US$279.89 million (or approximately HK$2,191.72 million, calculated based on the exchange rate set out in the section headed “Information about this Prospectus and the Global Offering — Exchange Rate Conversion” in this Prospectus) (the “ Cornerstone Placing ”). The aggregate amount of the investment contributed by the Cornerstone Investors does not include brokerage, SFC transaction levy, AFRC transaction levy and Hong Kong Stock Exchange trading fee which the Cornerstone Investors will pay in respect of the International Offer Shares to be subscribed by them. Assuming an Offer Price of HK$324.20, the total number of Offer Shares to be subscribed by the Cornerstone Investors would be 6,760,400 Offer Shares. The table below reflects the shareholding percentage immediately after the completion of the Global Offering. Assuming the Over-allotment Option is not exercised Assuming the Over-allotment Option is exercised in full Approximate % of the Offer Shares Approximate % of the Shares in issue Approximate % of the Offer Shares Approximate % of the Shares in issue 49.80% 2.74% 43.31% 2.72% We believe that the Cornerstone Placing signifies our Cornerstone Investors’ confidence in our Company and its business prospect, and that the Cornerstone Placing will help to raise the profile of our Company. Our Company became acquainted with each of the Cornerstone Investors during its ordinary course of operations, either through the Group’s business network or through introduction by the Overall Coordinators and Capital Market Intermediaries in the Global Offering. The Cornerstone Investment will form part of the International Offering, and save as otherwise obtained consent from the Stock Exchange, the Cornerstone Investors and their respective close associates will not subscribe for any Offer Shares under the Global Offering other than pursuant to the Cornerstone Investment Agreements. The Offer Shares to be subscribed for by the Cornerstone Investors will rank pari passu in all respects with the fully paid H Shares in issue following the completion of the Global Offering and to be listed on the Stock Exchange. The Offer Shares to be subscribed for by the Cornerstone Investors will be counted towards the public float of the Company under Rule 19A.13A of the Listing Rules. Immediately following the completion of the Global Offering, (i) none of the Cornerstone Investors and their close associates will become a substantial shareholder of the Company; (ii) none of the Cornerstone Investors and their close associates will have any Board representation in the Company solely by virtue of its cornerstone investment, and (iii) equity interests in the Company being beneficially owned by the three largest public Shareholders will be less than 50% for the purpose of Rule 8.08(3) of the Listing Rules. To the best knowledge of the Company, (i) each of the Cornerstone Investors is an Independent Third Party and is not a connected person as defined under the Listing Rules; (ii) each of the Cornerstone Investors is independent of the Group, the Group’s connected persons and their associates, not a connected person or close associate of the Group, and not an existing shareholder or a close associate of any existing shareholder of the Group, (iii) none of the Cornerstone Investors is accustomed to taking instructions from the Company, the Directors, chief executive of the CORNERSTONE INVESTORS – 206 – --- page 216 --- Company, the 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 H Shares registered in its name or otherwise held by it; and (iv) none of the subscription for the relevant Offer Shares by the Cornerstone Investors is directly or indirectly, financed, funded or backed by our Company, our Directors, chief executive, the Controlling Shareholders, the substantial Shareholders or existing Shareholders or any of our subsidiaries or their respective close associates. To the best knowledge of the Company and as confirmed by each of the Cornerstone Investors, they made their own independent decisions to enter into the Cornerstone Investment Agreements, and their subscriptions under the Cornerstone Investment would be financed by their own internal resources, resources of its shareholders or (in the case of the Cornerstone Investor which is funds or investment manager) the assets managed for its investors, and each of them has sufficient funds to settle its respective investment under the Cornerstone Placing. Save as disclosed below in “— the Cornerstone Investors,” none of the other Cornerstone Investors or their shareholder(s) are listed on any stock exchanges. The Cornerstone Investors have also confirmed that all necessary approvals have been obtained with respect to the Cornerstone Investment and that no specific approval from any stock exchange (if relevant) or their shareholders is required for the Cornerstone Investment. Other than a guaranteed allocation of the relevant Offer Shares at the final Offer Price, the Cornerstone Investors do not have any preferential rights in the Cornerstone Investment Agreements compared with other public Shareholders. Other than the Cornerstone Investment Agreements, as confirmed by each of the Cornerstone Investors, there are no side agreements or arrangements between us and the Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors by virtue of or in relation to the Global Offering or Listing, other than a guaranteed allocation of the relevant Offer Shares at the Offer Price. The total number of Offer Shares to be subscribed for by the Cornerstone Investors under the Cornerstone Investment may be affected by reallocation of the Offer Shares between the International Offering and the Hong Kong Public Offering in the event of over-subscription under the Hong Kong Public Offering, as described in the paragraphs headed “Structure of the Global Offering — The Hong Kong Public Offering — Reallocation” in this Prospectus. The number of Offer Shares to be acquired by each Cornerstone Investor may be reduced on a pro rata basis in accordance with the terms of the Cornerstone Investment Agreements to satisfy the public demands under the Hong Kong Public Offering, after taking into account the requirements under Practice Note 15 to the Listing Rules as well as the discretion of the Sponsor-OCs (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 each of the Cornerstone Investors will be disclosed in the allotment results announcement to be issued by the Company on or around April 15, 2026. The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have subscribed before dealings in the Company’s Shares commence on the Stock Exchange. Certain Cornerstone Investors have agreed that our Company and the Sponsor-OCs may in their sole discretion defer to the delivery of all or part of the Offer Shares they will subscribe to on a date later than the Listing Date. Such delayed delivery arrangement is in place to facilitate the over-allocation in the International Offering. There will be no delayed delivery if there is no over-allocation in the International Offering. Where delayed delivery takes place, (i) there would be delayed delivery of Offer Shares to the aforementioned Cornerstone Investors based on commercial negotiations with the Cornerstone Investors; (ii) the delayed delivery date should be no later than three business days following the last day on which the Over-allotment Option may be exercised; (iii) no extra payment will be made to the relevant Cornerstone Investors for the purpose of the delayed delivery arrangement; and (iv) each of the Cornerstone Investors has agreed that it shall nevertheless pay for the relevant Offer Shares in full before the Listing. As such, there will not be any deferred settlement in payment by the Cornerstone Investors. CORNERSTONE INVESTORS – 207 – --- page 217 --- THE CORNERSTONE INVESTORS The information about our Cornerstone Investors set forth below has been provided by our Cornerstone Investors in connection with the Cornerstone Placing. Aranda Aranda Investments Pte. Ltd. (“ Aranda ”) is an indirect wholly owned subsidiary of Temasek Holdings (Private) Limited (“ Temasek”). Temasek is a global investment company headquartered in Singapore, with a net portfolio value of S$434 billion as at 31 March 2025. Temasek’s Purpose “So Every Generation Prospers” guides it to make a difference for today’s and future generations. Temasek seeks to build a resilient and forward-looking portfolio that will deliver sustainable returns over the long term. It has 13 offices in 9 countries around the world: Beijing, Hanoi, Mumbai, Shanghai, Shenzhen, and Singapore in Asia; and Brussels, London, Mexico City, New York, Paris, San Francisco, and Washington, DC outside Asia. Shanghai Lujiazui (Group) Co., Ltd. (GUOTAI JUNAN INVESTMENTS (HONG KONG) LIMITED OTC Swap) Guotai Junan Investments (Hong Kong) Limited (“ GTINV ”) and Guotai Haitong Securities Co., Ltd (“ GTHT”) will enter into a series of cross border delta-one over-the-counter (OTC) swap transactions (the “ OTC Swaps ”) with each other and with Shanghai Lujiazui (Group) Co., Ltd. (the “Ultimate Client ”), pursuant to which GTINV will hold the Offer Shares on a non-discretionary basis to hedge the OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the Ultimate Client, subject to customary fees and commissions. The OTC Swaps will be fully funded by the Ultimate Client. During the terms of the OTC Swaps, all economic returns of the Offer Shares subscribed by GTINV will be passed to the Ultimate Client and all economic loss shall be borne by the Ultimate Client through the OTC Swaps, and GTINV will not take part in any economic return or bear any economic loss in relation to the Offer Shares. The OTC Swaps are linked to the Offer Shares and the Ultimate Client may, after expiration of the lock-up period beginning from the date of the cornerstone agreement entered into between GTINV and the Company and ending on the date which is six months from the Listing Date, request to early terminate the OTC Swaps at their own discretions, upon which GTINV may dispose of the Offer Shares and settle the OTC Swaps in cash in accordance with the terms and conditions of the OTC Swaps. Despite that GTINV will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer Shares during the terms of the OTC Swaps according to its internal policy. To the best of GTINV’s knowledge having made all reasonable inquiries, the Ultimate Client is an independent third party of GTINV , GTHT and the companies which are members of the same group of GTHT. Guotai Junan Investments (Hong Kong) Limited is a Hong Kong incorporated company. Its principal business activities are trading and investments. It is indirectly wholly owned by Guotai Haitong Securities Co., Ltd., a leading securities firm in China with its shares dually listed in both Shanghai (SSE: 601211) and Hong Kong (HKEX: 2611). The Ultimate Client was founded in Shanghai on August 29, 1990. With a paid-in capital of RMB4,703,305,704, it is a large state-owned enterprise with Grade 1 qualification for real estate development. The company is responsible for the large-scale land development and comprehensive operation of the Lujiazui Financial and Trade Zone, with its business covering real estate development, leasing, sales, property management, investment and asset management, as well as industries including tourism, exhibition and convention, and urban comprehensive services. The Ultimate Client is wholly owned by Shanghai Pudong New Area State-owned Assets Supervision and Administration Commission. CORNERSTONE INVESTORS – 208 – --- page 218 --- GSAM Goldman Sachs Asset Management (Hong Kong) Limited (“ GSAM”), in its capacity as a discretionary investment manager, has agreed to acquire and hold the Shares for and on behalf of its managed account clients and funds pursuant to the relevant investment management agreements. There is no single ultimate beneficial owner owning 30% or more in these accounts. GSAM conducts, in the ordinary course of its business, the provision of investment management services. GSAM is an indirect wholly owned subsidiary of The Goldman Sachs Group, Inc. which is the ultimate parent company. Hillhouse Group HHLR Advisors, Ltd. (“ HHLRA ”), part of the Hillhouse Group, is an exempted company incorporated in the Cayman Islands that acts as the investment manager of investment funds (collectively the “ HHLRA Funds ”), which are limited partnerships formed under the laws of the Cayman Islands. There is no individual limited partner investor who holds an economic interest of 30% or more in the HHLRA Funds. HHLRA collaborates with industry-defining enterprises, aiming to establish alignment with sustainable, forward-thinking companies across industrial, consumer, healthcare and business services sectors. HHLRA manages capital for global institutions, including non-profit foundations, endowments, and pensions. HHLRA is entering the cornerstone investment agreement with the Company in its capacity as an investment manager and on behalf of the HHLRA Funds. Hillhouse Investment Management, Ltd. (“ HIM”), part of the Hillhouse Group, is an exempted company incorporated in the Cayman Islands that acts as the investment manager of investment funds (collectively the “ HIM Funds ”), which are limited partnerships formed under the laws of the Cayman Islands. There is no individual limited partner investor who holds an economic interest of 30% or more in the HIM Funds. HIM is dedicated to partnering with high quality businesses for the long-term. It offers a range of investment strategies that span public equity, private equity (including buyout, venture capital and growth strategies) and real assets. HIM partners with exceptional entrepreneurs and management teams to create value, with a particular focus on innovation and sustainable growth across industrial, consumer, healthcare and business services sectors. HIM manages capital for global institutions, including non-profit foundations, endowments, and pensions. HIM is entering the cornerstone investment agreement with the Company in its capacity as an investment manager and on behalf of the HIM Funds. UBS AM Singapore UBS Asset Management (Singapore) Ltd. (“ UBS AM Singapore ”), a company incorporated in Singapore in December 1993, has entered into the cornerstone investment agreement, in its capacity as the investment advisor and the delegate of the investment manager for and on behalf of the following fund(s): (i) UBS (Lux) Equity Fund — Greater China (USD); (ii) UBS (Lux) Equity Fund — China Opportunity (USD); (iii) UBS (HK) Fund Series — China Opportunity Equity (USD); (iv) UBS (Lux) Equity SICA V — All China (USD); (v) UBS (Lux) Investment SICA V — China A Opportunity (USD); (vi) UBS (CAY) China A Opportunity; and (vii) Eskom Pension and Provident Fund. No single ultimate beneficial owner holds 30% or more interests in these funds. UBS AM Singapore is a wholly owned subsidiary of UBS Asset Management AG, an investment management company, which is wholly ultimately owned by UBS Group AG, which is a company organized under Swiss law as a corporation that has issued shares of common stock to investors. UBS Group AG’s shares are listed on the SIX Swiss Exchange (stock code: UBSG) and the New York Stock Exchange (stock code: UBS). CORNERSTONE INVESTORS – 209 – --- page 219 --- AXA IM AXA Investment Managers UK Limited (“ AXA IM ”), a company incorporated in the United Kingdom in 1979 and a wholly owned subsidiary of BNPP Asset Management Holding (“ BNPP AM”), has entered into a cornerstone agreement with the Company and BNP Paribas Securities (Asia) Limited as delegated investment manager on behalf of (i) BNP Paribas Clean Energy Solutions Fund and (ii) BNP Paribas Europe Environmental Solutions Fund, each of which, together with their ultimate beneficial owners, is, to the best knowledge of BNPP AM, an independent third party of the Company, its subsidiaries, its substantial shareholders, AXA IM, BNP Paribas Securities (Asia) Limited and the companies which are members of the same group of BNP Paribas Securities (Asia) Limited. As confirmed by BNPP AM, no single ultimate beneficial owner holds 30% or more interest in those funds, and none of BNP Paribas Securities (Asia) Limited and, to the best knowledge of BNPP AM, BNPP AM is not aware of any companies which are members of the same group as BNP Paribas Securities (Asia) Limited that hold any beneficial interest in any of (i) BNP Paribas Clean Energy Solutions Fund and (ii) BNP Paribas Europe Environmental Solutions Fund. BNPP AM is a wholly owned subsidiary of BNP Paribas SA. BNP Paribas SA’s shares are listed on the Paris Stock Exchange. BNP Paribas SA has been part of the CAC 40 index since 1993, EURO STOXX 50 index since 1999 and STOXX EUROPE 600 index since 2000. BNPP AM and BNP Paribas Securities (Asia) Limited are members of the same group of companies. As a result, BNPP AM is a connected client of BNP Paribas Securities (Asia) Limited. The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, its consent under paragraph 1C(1) of Appendix F1 to the Listing Rules to permit A BNPP Asset Management to participate in the Global Offering as cornerstone investor subject to certain conditions. For further details, please see the section headed “Waivers”. BNPP AM is an Independent Third Party. CPE Energy CPE Energy Investment Limited (“ CPE Energy ”) is a business company incorporated under the laws of the BVI and its primary business activity is investment holding. It is a subsidiary of CPE Global Opportunities Fund II, L.P. (“ CPE GOF II ”), an exempted limited partnership formed under the laws of the Cayman Islands. The general partner of CPE GOF II is CPE GOF GP Limited, a company incorporated in the Cayman Islands with limited liability. CPE GOF GP Limited is directly and wholly owned by CPE Management International Limited, which is in turn wholly owned by CPE Management International II Limited, both of which are companies incorporated in the Cayman Islands with limited liability. CPE Management International II Limited is owned by a number of shareholders that are natural persons and none of whom holds 30% or more interest in CPE Management International II Limited. CPE GOF II’s investor base comprises both corporate and entrepreneurial investors, none of the limited partners holds 30% or more interest in CPE GOF II. OAAM Lazurite Hime L.P. (the “ Fund”) is a Cayman Islands Exempted Limited Partnership registered as a private fund with the Cayman Islands Monetary Authority. No single ultimate beneficial owner holds 30% or more interest in the Fund. Akoya Hime Investment Limited is a Cayman Islands exempted company and acts as general partner of the Fund. Its controlling shareholder is ORIX Corporation (TYO: 8591, NYSE: IX). ORIX Asia Asset Management Limited (“OAAM”), acts as the investment manager on a discretionary basis of Lazurite Hime, L.P.. OAAM is a key investment management platform for ORIX Corporation in the Asia-Pacific Region. ORIX Group (ORIX Corporation: TYO: 8591, NYSE: IX) was established in 1964 and has grown from its roots in leasing in Japan to become a global, diverse, and unique corporate group. CORNERSTONE INVESTORS – 210 – --- page 220 --- Today, it is active around the world in financing and investment, life insurance, banking, asset management, real estate, concession, environment and energy, automobile-related services, industrial/ICT equipment, ships and aircraft. Since expanding outside of Japan in 1971, ORIX Group has grown its business globally and now operates in around 30 countries and regions across the world. Barings Baring Asset Management (Asia) Limited (“ Barings ”) is a subsidiary of Barings LLC which is part of the Barings Group. Barings Group is an over US$481 billion (assets under management as of December 31, 2025) global asset management firm that partners with institutional, insurance, and intermediary clients, and supports leading businesses with flexible financing solutions. Barings LLC is a subsidiary of Massachusetts Mutual Life Insurance Company (“ MassMutual ”), seeks to deliver excess returns by leveraging its global scale and capabilities across public and private markets in fixed income, real assets and capital solutions. MassMutual is a U.S. based mutual life insurance company founded in 1851. MassMutual provides insurance, retirement, and related financial products primarily in the United States. MassMutual is the ultimate parent of Barings LLC. Barings forms MassMutual’s global investment management platform and operates independently within the group’s governance and risk management framework. Barings in its capacity as the investment manager for and on behalf of certain fund(s) and discretionary investment account(s) participates in this cornerstone investment. The fund under management which will beneficially own the subscribed shares is Barings International Umbrella Fund — Barings Hong Kong China Fund, a SFC authorized fund. Currently, no investor holds beneficial ownership of 30% or more in the fund. Charoen Pokphand Charoen Pokphand Robot Limited (“ Charoen Pokphand ”) is an investment holding company incorporated in Hong Kong with limited liabilities and ultimately owned as to 50% by Ms. Cheng Cheung Ling and 50% by Mr. Tse Eric S Y . Each of Ms. Cheng Cheung Ling and Mr. Tse Eric S Y is a substantial shareholder and an executive director of Sino Biopharmaceutical Limited (stock code: 1177). CPIC IMHK CPIC Investment Management (H.K.) Company Limited (“ CPIC IMHK ”) was established in Hong Kong, and is principally engaged in asset management and provision of investment advisory services, including the discretionary investment management to the investment account of China Pacific Life Insurance (H.K.) Company Limited (“ CPIC Life Hong Kong ”) and CPIC SV Equity Opportunities Fund SP, a segregated portfolio (“ SP”) of a segregated portfolio company, respectively. CPIC IMHK is a wholly-owned subsidiary of China Pacific Insurance (Group) Co., Ltd. (ᎈ(ණྠ)ʮ̡)( “ CPIC Group ”), a company listed on the Stock Exchange (stock code: 2601) and the Shanghai Stock Exchange (stock code: 601601). The subscription of the Offer Shares as a cornerstone investor will be made by CPIC IMHK in its capacity as the discretionary investment manager for both CPIC Life Hong Kong and the SP. The ultimate beneficial owners of the SP are its unitholders and no single unit holders holds 30% or more interests in the SP. CPIC Life Hong Kong is a life insurance company incorporated in Hong Kong and a subsidiary of CPIC Group. It is an authorized insurer in Hong Kong for long term business, including Life and Annuity and Permanent Health. Both CPIC IMHK and CPIC Life Hong Kong forms part of CPIC Group, which, through its direct and indirect holdings, beneficially owns approximately 100% of the equity interests in each of CPIC IMHK and CPIC Life Hong Kong. CORNERSTONE INVESTORS –2 1 1– --- page 221 --- Fullgoal HK and Fullgoal Fund Fullgoal HK Established in 2012 in Hong Kong, Fullgoal Asset Management (HK) Limited (“ Fullgoal HK”) is a wholly owned subsidiary of Fullgoal Fund Management Co., Ltd. (“ Fullgoal Fund ”). Fullgoal HK has Type 1 (Dealing in Securities), Type 4 (Advising on Securities) and Type 9 (Asset Management) licenses issued by the SFC. Fullgoal Fund Fullgoal Fund is a fund management company established in China in April 1999, and is one of the first ten fund management companies authorized by the CSRC and other regulatory authorities to obtain full licenses to provide asset management services in the PRC. Fullgoal Fund has a registered capital of RMB520 million and its main scope of business includes the provision of traditional fund management services, fund raising, fund sale and asset management solutions to both domestic and overseas clients. Fullgoal Fund is a QDII approved by the relevant PRC authority and is also the first fund management company with foreign equity participation among the first ten fund management companies in China. The relevant funds proposed to subscribe for the Offer Shares under the management of Fullgoal Fund are open-ended publicly raised securities investment funds registered with the CSRC and no single ultimate beneficial owner holds 30% or more interests in these funds. The shareholders of Fullgoal Fund include (i) Guotai Haitong Securities Co., Ltd. ( ਷इऎஷ ʮ̡) holding 27.775% in Fullgoal Fund; (ii) Shenwan Hongyuan Securities Co., Ltd. (ʮ̡) holding 27.775% in Fullgoal Fund; (iii) Bank of Montreal holding 27.775% in Fullgoal Fund, and (iv) Shandong Financial Asset Management Co., Ltd. (ፄ ʮ̡), holding 16.675% in Fullgoal Fund. HK Greenwoods Greenwoods Asset Management Hong Kong Limited (“ HK Greenwoods ”) is a private fund management company incorporated in Hong Kong with limited liability. Established in 2005, HK Greenwoods is one of the largest and earliest China-focused asset managers mainly specializing in investing into companies in the Greater China region. HK Greenwoods focuses on fundamental research, value investments, and local due diligence. Investors of funds and accounts managed by HK Greenwoods includes institutional investors and high-net-worth individuals professional investors. Mr. Jiang Jinzhi is the Chairman and an ultimate beneficial owner of HK Greenwoods. As confirmed by HK Greenwoods, the subscription of the Offer Shares as a cornerstone investor will be made by HK Greenwoods in its capacity as the investment manager of Greenwoods Value Income Fund. As of 28 February 2026, no single ultimate beneficial owner other than Mr. Yang Xianxiang holds 30% or more interest in the Greenwoods Value Income Fund. Huadeng Technology Huadeng Technology Space Ventures Ltd (“ Huadeng Technology ”) is a company incorporated in the British Virgin Islands. Huadeng Technology and its affiliates have a profound background in the semiconductor industry and investment. There is no shareholder holding 30% or more of the shareholding interests in Huadeng Technology. ICBC Wealth ICBC Wealth Management Co., Ltd. (“I CBC Wealth ”) was established in May 2019 in Beijing, with a registered capital of RMB16 billion. It is a wholly-owned subsidiary of Industrial and Commercial Bank of China Limited, a company listed on the Shanghai Stock Exchange (stock code: 601398) and the Stock Exchange (stock code: 1398). The business scope of ICBC Wealth is CORNERSTONE INVESTORS – 212 – --- page 222 --- 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 qualified investors, investment and management of entrusted assets for investors; wealth management advisory and consulting services; and other businesses as approved by the banking regulatory authority under the State Council. As confirmed by ICBC Wealth, the subscription of the Offer Shares as a cornerstone investor will be made by ICBC Wealth in its capacity as the investment manager of certain wealth management products under its discretionary management, and no single ultimate beneficial owner holds 30% or more interests in such products. Perseverance Asset Management Perseverance Asset Management International (Singapore) Pte. Ltd. (“ Perseverance Asset Management ”) acts as the investment advisor or investment manager on a discretionary basis of no more than six investment funds and/or separated managed accounts (collectively the “ Perseverance Funds ”). No single ultimate beneficial owner holds 30% or more interest in each of the Perseverance Funds. Each of the Perseverance Funds is an Independent Third Party. Perseverance Asset Management is a private limited company incorporated in Singapore in October 2018, and holds a Capital Markets Services License for fund management with Monetary Authority of Singapore. Perseverance Asset Management is wholly owned by Perseverance Asset Management International, which is principally engaged in investment management and investment advisory services and an Independent Third Party. Certain investments funds for which Perseverance Asset Management acts as the investment advisor or investment manager invested in ZIJIN GOLD INTERNATIONAL COMPANY LIMITED (ʮ̡) (stock code: 2259.HK), Contemporary Amperex Technology Co. and Limited (ʮ̡) (stock code: 3750.HK) and Acotec Scientific Holdings Limited (ʮ̡) (stock code: 6669.HK) as cornerstone investor. Perseverance Asset Management is entering into the cornerstone investment agreement with the Company in its capacity as an investment advisor or investment manager and on behalf of the Perseverance Funds. Scene Cloud Scene Cloud Global Limited (“ Scene Cloud ”), a limited liability company incorporated under the laws of the British Virgin Islands, is principally engaged in investment holding. Scene Cloud is managed by Orchid Asia V Group Management, Limited (“ Orchid Asia ”). There is no single ultimate beneficial owner owning 30% or more in Scene Cloud. Orchid Asia is wholly-owned by Orchid Asia V Group, Limited, which is in turn wholly-owned by Ms. Lam Lai Ming, and is controlled by Mr. Li Gabriel by virtue of his directorship therein. Orchid Asia is a private equity group with an investment focus on the PRC and Asia. Mr. Li Gabriel is the managing partner and an investment committee member of Orchid Asia Group Management, Limited. He is currently also a director of Trip.com Group Limited (stock code: TCOM.NQ). Ms. Lam Lai Ming is the spouse of Mr. Li Gabriel. Boyu Tropical Terrain Limited is a limited company incorporated under the laws of the British Virgin Islands and a controlled subsidiary of Boyu Capital Opportunities Master Fund. Boyu Capital Opportunities Master Fund is an exempted company incorporated under the laws of the Cayman Island and an investment fund managed by Boyu Capital Management (Singapore) Pte. Ltd. (“Boyu”). Boyu holds a capital markets services license and is regulated by the Monetary Authority of Singapore. Boyu provides catalytic capital and strategic support for leading companies in sectors including high technology, healthcare, consumer and sustainable energy. Boyu is 100% indirectly owned by Boyu Group, LLC, which is in turn ultimately controlled by Mr. Xiaomeng Tong, an Independent Third Party. There is no single investor holding 30% or more interest in Tropical Terrain Limited through Boyu Capital Opportunities Master Fund. CORNERSTONE INVESTORS – 213 – --- page 223 --- 3W Fund 3W Fund Management Limited (“ 3W Fund ”) is incorporated in Hong Kong with limited liability and licensed by the Hong Kong SFC to carry out type 9 (asset management) regulated activity. 3W Fund has agreed to procure 3W Global Fund and 3W Rivus Fund, over which 3W Fund has discretionary investment management power, to subscribe for such number of the Offer Shares. 3W Global Fund and 3W Rivus Fund pursue to maximize absolute return and seek long-term capital growth primarily through fundamental investment principle with value approach. No single investor holds 30% or more interests in 3W Global Fund or 3W Rivus Fund. 3W Fund is wholly owned by Mr. Weiwei WU, an Independent Third Party. The tables below set forth the aggregate number of Offer Shares, and the corresponding percentages to the Offer Shares and our Company’s total issued share capital under the Cornerstone Placing: Cornerstone Investor Investment amount (1) Number of Offer Shares (2) Assuming the Over-allotment Option is not exercised Assuming the Over-allotment Option is exercised in full (US$ in millions) Approximate % of the Offer Shares Approximate %o ft h e Shares in issue Approximate % of the Offer Shares Approximate %o ft h e Shares in issue Aranda Investments Pte. Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H111833 797,200 5.87% 0.32% 5.11% 0.32% Shanghai Lujiazui (Group) Co., Ltd. (GUOTAI JUNAN INVESTMENTS (HONG KONG) LIMITED OTC Swap) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828.89 697,900 5.14% 0.28% 4.47% 0.28% Goldman Sachs Asset Management (Hong Kong) Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 507,300 3.74% 0.21% 3.25% 0.20% Hillhouse Group HHLR Advisors, Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 338,200 2.49% 0.14% 2.17% 0.14% Hillhouse Investment Management, Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 169,100 1.25% 0.07% 1.08% 0.07% UBS Asset Management (Singapore) Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 507,300 3.74% 0.21% 3.25% 0.20% AXA Investment Managers UK Limited /H1118 15 362,300 2.67% 0.15% 2.32% 0.15% CPE Energy Investment Limited /H1118/H1118/H1118/H1118/H111815 362,300 2.67% 0.15% 2.32% 0.15% Lazurite Hime L.P. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 362,300 2.67% 0.15% 2.32% 0.15% Baring Asset Management (Asia) Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 241,500 1.78% 0.10% 1.55% 0.10% Charoen Pokphand Robot Limited /H1118/H1118/H1118/H111810 241,500 1.78% 0.10% 1.55% 0.10% CPIC Investment Management (H.K.) Company Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 241,500 1.78% 0.10% 1.55% 0.10% Fullgoal HK and Fullgoal Fund Fullgoal Asset Management (HK) Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 72,500 0.53% 0.03% 0.46% 0.03% Fullgoal Fund Management Co., Ltd. /H1118 7 169,000 1.25% 0.07% 1.08% 0.07% Greenwoods Asset Management Hong Kong Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 241,500 1.78% 0.10% 1.55% 0.10% Huadeng Technology Space Ventures Ltd /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 241,500 1.78% 0.10% 1.55% 0.10% ICBC Wealth Management Co., Ltd. /H1118/H1118/H1118 10 241,500 1.78% 0.10% 1.55% 0.10% Perseverance Asset Management International (Singapore) Pte. Ltd. /H1118/H1118/H1118 10 241,500 1.78% 0.10% 1.55% 0.10% Scene Cloud Global Limited /H1118/H1118/H1118/H1118/H1118/H1118/H111810 241,500 1.78% 0.10% 1.55% 0.10% Tropical Terrain Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 241,500 1.78% 0.10% 1.55% 0.10% 3W Fund Management Limited /H1118/H1118/H1118/H1118/H1118/H111810 241,500 1.78% 0.10% 1.55% 0.10% Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118279.89 6,760,400 49.80% 2.74% 43.31% 2.72% CORNERSTONE INVESTORS – 214 – --- page 224 --- Notes: (1) The investment amount excludes brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee, and is calculated based on the exchange rate set out in the section headed “Information about this Prospectus and the Global Offering — Exchange Rate Conversion” in this Prospectus. The number of Offer Shares to be subscribed by the Cornerstone Investors are subject to the exchange rate to be determined in accordance with each relevant Cornerstone Investment Agreement. (2) Rounded down to the nearest whole board lot of 100 H Shares, and is calculated based on the exchange rate set out in the section headed “Information about this Prospectus and the Global Offering — Exchange Rate Conversion” in this Prospectus. CLOSING CONDITIONS The obligation of each of the Cornerstone Investors to subscribe for the Offer Shares under their respective Cornerstone Investment Agreement is subject to, among other things, the following closing conditions: (i) the Hong Kong Underwriting Agreement and the International Underwriting Agreement 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 Hong Kong Underwriting Agreement and the International Underwriting Agreement, and neither the Hong Kong Underwriting Agreement nor the International Underwriting Agreement having been terminated; (ii) the Offer Price having been agreed upon between our Company and the Sponsor-OCs (for themselves and on behalf of the underwriters of the Global Offering); (iii) the Listing Committee having granted the approval for the listing of, and permission to deal in, the H Shares (including the Shares under the Cornerstone Placing) as well as other applicable waivers and approvals and such approval, permission or waiver having not been revoked prior to the commencement of dealings in the H Shares on the Stock Exchange; (iv) no laws having been enacted or promulgated by any governmental authority which prohibits the consummation of the transactions contemplated in the Global Offering or each Cornerstone Investment Agreement, and there being no orders or injunctions from a court of competent jurisdiction in effect precluding or prohibiting consummation of such transactions; and (v) the respective representations, warranties, acknowledgements, undertakings, and confirmations of the Cornerstone Investors under their respective Cornerstone Investment Agreement are (as of the date of the respective Cornerstone Investment Agreement) and will be (as of the Listing Date) accurate, true and complete in all material respects and not misleading or deceptive and that there is no material breach of the respective Cornerstone Investment Agreement on the part of the relevant Cornerstone Investor. RESTRICTIONS ON THE CORNERSTONE INVESTORS Each Cornerstone Investor has agreed that without the prior written consent of our Company, the Joint Sponsors and the Sponsor-OCs, it will not, whether directly or indirectly, at any time during the period of six months after the Listing Date (the “ Lock-up Period ”), dispose of, in any way, any of the Offer Shares it has purchased, pursuant to their respective Cornerstone Investment Agreement, save for certain limited circumstances, such as transfers to any of its wholly-owned subsidiaries who will be bound by the same obligations of the Cornerstone Investor, including the Lock-up Period restriction. CORNERSTONE INVESTORS – 215 – --- page 225 --- The following discussion and our analysis should be read in conjunction with our consolidated financial statements included in the Accountants’ Report in Appendix I to this Prospectus, together with the accompanying notes. Our consolidated financial statements have been prepared in accordance with IFRS Accounting Standards. The following discussion and analysis contain forward-looking statements that reflect our current views with respect to future events and financial performance. These statements are based on our assumptions and analysis in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However , whether actual outcomes and developments will meet our expectations and predictions depends on a number of risks and uncertainties. In evaluating our business, you should carefully consider the information provided in this Prospectus, including but not limited to the sections headed “Risk Factors” and “Business.” For the purposes of this section, unless the context otherwise requires, references to 2023, 2024 and 2025 refers to our financial year ended December 31, 2023, 2024 and 2025, respectively. OVERVIEW We are a global leader in distributed energy storage system (DESS) solutions. We believe the distributed energy storage system s — a product that tens of millions of homes and businesses around the world use for solar power generation, storage and charging — will be characterized by incorporating AI and advanced software technologies to deliver smarter, safer and scalable energy solutions. We are strategically focused on the stackable all-in-one DESS solutions market, a sub-segment accounting for approximately 0.7% of the ESS market in 2024. Two years after our founding, we have become the world’s No. 1 provider of stackable all-in-one DESS solutions as measured by product shipments with a 28.6% market share in 2024, according to Frost & Sullivan, accounting for 0.6% of the DESS market and 0.2% of the ESS market in the same period. We develop and provide innovative renewable energy solutions for both homes and businesses. Our flagship product, SigenStor , seamlessly integrates a solar inverter, EV DC charger, Power Conversion System (PCS), battery pack, and Energy Management System (EMS) with a modular, stackable product design. With simple stacking or module replacement, users can tailor capacity to meet a range of energy needs across residential, commercial, and industrial applications, showcasing substantial flexibility and scalability. During the Track Record Period, SigenStor sales had consistently contributed over 90% of our total revenue. BASIS OF PREPARATION For ordinary shares issued to pre-IPO investors, pursuant to the supplemental agreements entered into between the Company and the pre-IPO investors in relation to the termination of certain of special rights granted by the Company, including redemption rights, liquidation preferences and anti-dilution rights, which are void ab initio as described in Note 28 to the Accountants’ Report included in Appendix I to this Prospectus, having taking into account the legal and regulatory framework of the Company’s jurisdiction and the governing law of the supplementary agreements, the directors considered that it is appropriate to present the Pre-IPO Investments as equity throughout the Relevant Periods. For the details of financial impacts, please refer to Note 28 to the Accountants’ Report included in Appendix I to this Prospectus. FINANCIAL INFORMATION – 216 – --- page 226 --- Our financial information during the Track Record Period has been prepared in accordance with all applicable IFRS Accounting Standards as issued by the International Accounting Standards Board (the “IASB”), which comprise all standards and interpretations approved by the IASB. All IFRS Accounting Standards Accounting Standards effective for the accounting period commencing from January 1, 2025, together with the relevant transitional provisions, have been early adopted by us in the preparation of the financial information throughout the Track Record Period. Our financial information during the Track Record Period has been prepared under the historical cost convention, except for derivative financial instruments at fair value through profit or loss and financial assets which are measured at fair value through other comprehensive income, which have been measured at fair value. MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS Our business and results of operations are influenced by various general factors that affect overall end-user demands and market conditions for ESS solutions. These factors include macroeconomic trends, industry dynamics, technological advances and innovations, government policies and regulations, and the competitive landscape. Any negative change in these conditions may adversely impact our results of operations. In addition to these general factors, the following specific factors have a more direct impact on our results of operations. Our Ability to Expand Distribution Network and Enter New Markets Our continued revenue growth depends on our ability to expand our end-user base through our global distribution network. As of December 31, 2025, we work with an extensive network of 172 distributors spanning 85 countries and regions, and we have become the go-to partner for leading distributors in all major markets such as APAC, Europe and Africa, including the top distributor in Australia, the UK, Ireland, Sweden, South Africa and United States. In 2023, 2024 and 2025, revenue from overseas markets contributed 87.8%, 95.2% and 99.0% of our total revenue, respectively. To capitalize on tremendous market opportunities in overseas markets, we are committed to expanding our global footprint. Our strategy includes forging deeper collaborations with leading distributors in international markets, enhancing brand visibility through multifaceted and localized sales and marketing efforts, and advancing R&D to develop tailored ESS solutions that address the unique energy needs of diverse regions. Production Capacity Management and Production Efficiency The growth in our revenue and market share during the Track Record Period largely depended upon, and is expected to continue to depend on, our ability to successfully manage and expand our production capacity. We expect that the continual expansion of our production capacity and capabilities to match the growing market demand will be key to our ability to achieve and maintain profitability. To address growing market demand, we have completed construction work for a new, permanent production base in Nantong, Jiangsu for C&I ESS solutions, which is expected to be enter full commercial production in 2027. See “Business — Manufacturing — Planned Production Capacity Expansion” for details. Furthermore, our business results, profitability and future growth are affected by our ability to continuously enhance production efficiency and manage costs. We believe that our continued efforts in developing and implementing new technologies, processes, and equipment will enhance our production efficiency and improve our ability to manage manufacturing costs and improve profit margins. For example, we have implemented the latest manufacturing execution system FINANCIAL INFORMATION – 217 – --- page 227 --- (MES) to streamline our processes and provide real-time monitoring throughout production, while our Lin-gang manufacturing center has integrated our own products for solar-powered production, simultaneously reducing our carbon footprint while also reducing energy costs. We will continuously strengthen our intelligent manufacturing capabilities through introducing cutting-edge equipment and manufacturing technologies and adopting the industry’s most stringent production standards and manufacturing execution systems to improve manufacturing efficiency and product quality. We believe the above measures in production capacity management, production efficiency and cost control will enable us to deliver more products and generate more revenue, while optimizing our costs and improving profit margins. Our Ability to Expand Product and Service Offerings Our ability to introduce new products and new services will be an important contributor to our future growth. Our flagship product, SigenStor is scalable across both residential and C&I use cases. We have also introduced a set of ESS solutions tailored for C&I uses in June 2024, leveraging the flexibility and scalability of our modular designs to deliver ESS solutions designed for a wide range of C&I energy needs. In the future, we also plan to further diversify our product portfolio through introducing new offerings tailored for large-scale power plants, expanding our product portfolio to cover a full spectrum of residential, C&I and utility-scale projects. To further expand our service offerings and create new service-based monetization channels, we will continue to invest in R&D of our cloud-native architecture and user-friendly mySigen App to deliver efficient services and energy management optimizations that are highly integrated and complementary to our product offerings, such as intelligent energy planning, scheduling, security protection and customer service and after-sales support features. Acceptance of our products and services, in particular for new products and services, by end users also depends on our ability to maintain competitive pricing and optimize our product and service mix. We aim to offer users compelling value propositions by providing them with a comprehensive and flexible ESS solution with seamless hardware and software integration, creating a one-stop, scalable energy ecosystem across residential, C&I and utility-scale use cases. Investment in R&D Our success depends on our ability to innovate and advance our ESS solutions technologies, and we operate in an industry characterized by rapidly evolving technologies and standards. These technological advancements place increasing demands on the continual improvement of our products and production processes, necessitating continual invest in R&D to maintain competitive edges in performance, safety, reliability and cost efficiency of our products, as well as to launch new products to capture new market opportunities and expand our product application scenarios. We have adopted the IPD process to streamline and unify various departments into a single R&D team collaborating across the entire product development lifecycle, with common R&D platforms to enable rapid technological iterations of existing product lines and expansion into new application scenarios. We also believe that continual R&D investment into intelligent software technologies to deliver innovative smart solutions is a key factor of our competitive advantage. Our ability to continuously develop advanced technologies and provide end-users with compelling ESS solutions, tailored to a diverse range of use cases, has been and will continue to be essential for maintaining our long-term competitive edge in the market. Fluctuation in raw material prices During the Track Record Period, the cost of raw materials was the largest component of our cost of sales. In 2023, 2024 and 2025, our material costs were RMB27.1 million, RMB578.0 million and RMB3,721.0 million, respectively, accounting for 67.8%, 81.8% and 82.8% of our total cost of sales, respectively. Therefore, the prices of raw materials used in key components of our products, such as the cost of raw materials used in our lithium-ion ESS battery cells, have a significant impact FINANCIAL INFORMATION – 218 – --- page 228 --- on our results of operations. According to Frost & Sullivan, in 2021 and 2022, the rising price of such raw materials caused a corresponding increase in the price of ESS battery cells, from 0.7 RMB/Wh to 0.8 RMB/Wh. In 2024, the decline in raw material costs and intense competition within China’s ESS battery industry led the price of ESS battery cells to decline sharply in 2024 to 0.4 RMB/Wh. The prices of raw materials are determined principally by market forces and changes in governmental policies, as well as our bargaining power with our suppliers. We have implemented comprehensive supply chain management measures and maintain a diversified base of 1,787 suppliers globally as of December 31, 2025, which we believe will continue to enable us to maintain a stable supply chain to mitigate the risk of price fluctuations of key raw materials. Because we adjust our selling prices taking into account our costs, including fluctuations in raw material prices, our revenue is affected by fluctuations in raw material costs. To the extent we cannot manage fluctuations in raw material prices or fail to pass along such fluctuations in raw material costs to customers, our profit margin would be affected. SEASONALITY ESS sales in the key markets we operate in exhibit noticeable seasonality for a variety of reasons, including seasonal demand fluctuations, policy influences, holidays, and climate conditions, among others. Accordingly, our product sales are influenced by seasonal trends and we generally record lower sales during the first quarter and higher sales in the fourth quarter. In particular, ESS sales increase towards year-end due to factors such as preparations for winter climate, higher energy usage for heating during cooler months, and to meet year-end deadlines for government incentives. See “Risk Factors — Our sales and results of operations are subject to seasonal variations.” MATERIAL ACCOUNTING POLICY INFORMATION AND ESTIMATES Some of our accounting policies require us to apply estimates, assumptions, and complex judgments related to accounting items. These estimates, assumptions, and judgments have a significant impact on our financial position and results of operations. Our management continuously evaluates such estimates, assumptions, and judgments based on past experience, industry practices, and expectations of future events that are deemed reasonable under the circumstances. During the Track Record Period, there had not been any material deviation from our management’s estimates or assumptions and actual results, and we had not made any material changes to these estimates or assumptions. We do not expect any material changes to these estimates and assumptions in the foreseeable future. Our material accounting policy information, estimates and judgments, which are important for understanding our financial condition and results of operations, are set forth in further detail in Notes 2.3 and 3 to the Accountants’ Report included in Appendix I to this Prospectus. SUMMARY CONSOLIDATED STATEMENTS OF PROFIT OR LOSS The following table sets forth a summary of our consolidated statements of profit or loss, in absolute amounts and as a percentage of our total revenue, for the years indicated. Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,302 100.0 1,329,838 100.0 9,000,512 100.0 Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118(40,053) (68.7) (706,208) (53.1) (4,495,659) (40.9) Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H111818,249 31.3 623,630 46.9 4,504,853 50.1 FINANCIAL INFORMATION – 219 – --- page 229 --- Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,269 17.6 7,878 0.6 180,070 2.0 Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(53,422) (91.6) (168,743) (12.7) (442,640) (5.0) Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(149,628) (256.6) (78,046) (5.9) (344,810) (3.8) Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(193,005) (331.0) (280,253) (21.1) (494,028) (5.5) Other expenses /H1118/H1118/H1118/H1118/H1118(494) (0.8) (23,648) (1.8) (1,963) (0.0) Finance costs /H1118/H1118/H1118/H1118/H1118/H1118(4,755) (8.2) (10,820) (0.8) (23,775) (0.3) Impairment losses on financial assets, net (500) (0.9) (14,351) (1.1) (81,481) (0.9) Profit/(Loss) before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118(373,286) (640.3) 55,647 4.2 3,296,226 36.6 Income tax credit/(expense) /H1118/H1118/H1118(166) (0.3) 28,198 2.1 (377,394) (4.2) Profit/(Loss) for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(373,452) (640.5) 83,845 6.3 2,918,832 32.4 For details on the accounting treatment of redemption rights, liquidation preference rights of pre-IPO investments, and its financial impacts, see “— Discussion of Certain Key Items from Our Consolidated Statements of Financial Position — Share Capital” below and Note 28 to the Accountants’ Report included in Appendix I to this Prospectus. Non-IFRS Financial Measures To supplement our consolidated financial statements presented in accordance with IFRS Accounting Standards, we use adjusted net profit/(loss) (non-IFRS measure) for the year as an additional financial measure, which is not required by, or presented in accordance with IFRS Accounting Standards. We define adjusted net profit/(loss) (non-IFRS measure) for the year as the profit/(loss) for the year adjusted to add back equity-settled share-based payment expenses and listing expenditures. We believe that this non-IFRS measure facilitates comparisons of operating performance from year to year and company to company by eliminating potential impacts of items. We believe that this non-IFRS measure provides useful information to investors in understanding and evaluating our consolidated results of operations in the same manner as it helps our management. The use of this non-IFRS measure has limitations as an analytical tool, and investors should not consider it in isolation from, or as substitute for analysis of, our results of operations or financial condition as reported under IFRS Accounting Standards. The following table sets forth a reconciliation of our adjusted net profit/(loss) (non-IFRS measure) for the years presented to the nearest measures prepared in accordance with IFRS Accounting Standards, which is profit/(loss) for the year. Y ear ended December 31, 2023 2024 2025 (RMB in thousands) Profit/(Loss) for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(373,452) 83,845 2,918,832 FINANCIAL INFORMATION – 220 – --- page 230 --- Y ear ended December 31, 2023 2024 2025 (RMB in thousands) Add back: Equity-settled share-based payment expenses (1) /H1118/H1118/H1118123,954 59,712 290,171 Listing expenditures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,648 25,929 Adjusted net profit/(loss) (non-IFRS Financial Measures) for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(249,498) 150,205 3,234,932 Note: (1) Equity-settled share-based payment expenses represent compensation paid in the form of company shares options or restricted shares to employees, directors, or dispatched workers from third-party employment agencies, which are non-cash in nature. We have achieved significant growth during the Track Record Period. We recorded net loss of RMB373.5 million in 2023, primarily as we incurred significant administrative and R&D expenses as we rapidly scaled our commercial production and sales. In 2024, we recorded net profit of RMB83.8 million, primarily as a result of the significant increase in revenue from RMB58.3 million in 2023 to RMB1,329.8 million in 2024, driven by the significant increase in sales volume of SigenStor from 18 MWh in 2023 to 447 MWh in 2024. In 2025, our net profit reached RMB2,918.8 million, primarily due to our significant revenue growth, driven by the growing market acceptance of our products and stronger brand recognition. DESCRIPTION OF MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS Revenue During the Track Record Period, our revenue was primarily derived from sales of our ESS solutions and products, predominantly our flagship 5-in-1 ESS solution SigenStor . Additionally, we also generated revenue from gateways and other products. SigenStor. We generate revenue by selling SigenStor , our 5-in-1 ESS solution, to a global customer base, primarily consisting of reputable distributors worldwide. SigenStor seamlessly integrates a solar inverter, EV DC charger, PCS, battery pack, and EMS into a modular and stackable system design. This enables users to flexibly customize or replace modules based on their specific energy needs, resulting in variations in product pricing. In line with market practices for assessing ESS sales volumes, according to Frost & Sullivan, we measure the sales volume of SigenStor based on the energy capacity of its battery packs sold (which is the core function for ESS solutions). In 2023, 2024 and 2025, we sold total energy capacities of 18 MWh, 447 MWh and 3,947 MWh, respectively, with average selling prices to our distributors of 3.17 RMB/Wh, 2.69 RMB/Wh and 2.12 RMB/Wh, respectively. Gateways. We generate revenue from sales of energy gateways, which are smart backup boxes providing intelligent energy management and monitoring, automatically detecting power outages and providing seamless transition to backup ESS power sources when used in combination with our SigenStor . Our gateway offerings include both three-phase models for commercial and industrial (C&I) and residential use, as well as single-phase residential models, allowing us to address a broad range of customer needs. In 2023, 2024 and 2025, we sold a total of 392 units, 14,146 units and 104,552 units, respectively, with average selling prices to our distributors of 2,844 RMB/unit, 5,541 RMB/unit and 4,198 RMB/unit, respectively, driven by our changing product mix, and, in particular, increased sales of three-phase gateways which generally have a higher unit price compared to single-phase gateways. FINANCIAL INFORMATION – 221 – --- page 231 --- Others. To a much lesser extent, we also generate revenue by selling other products, such as EV AC chargers and accessories, on a limited scale. The following table sets forth a breakdown of our revenue by product, in absolute amounts and as a percentage of our total revenue, for the years indicated. Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) SigenStor /H1118/H1118/H1118/H1118/H1118/H1118/H111856,174 96.4 1,204,247 90.6 8,363,020 92.9 Gateway /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,115 1.9 78,380 5.9 438,885 4.9 Others* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,013 1.7 47,211 3.5 198,607 2.2 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,302 100.0 1,329,838 100.0 9,000,512 100.0 *Note: including primarily standalone EV AC chargers and accessories. In terms of geographic coverage, we have since our inception formulated a global expansion strategy, with a focus on international markets with significant ESS needs and growth potential, benefiting from the higher selling prices and gross margins in overseas markets compared to the Chinese Mainland market. As of December 31, 2025, our sales network spans 85 countries and regions, with APAC and Europe as our major revenue source. The following table sets out a breakdown of our revenue by geographical locations, in absolute amounts and as a percentage of our total revenue, for the years indicated. Y ear ended 31 December 2023 2024 2025 RMB’000 % RMB’000 % RMB’000 % APAC(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,307 9.1 261,924 19.7 4,129,731 45.9 Europe (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,312 72.6 798,206 60.0 4,010,117 44.6 Africa /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118904 1.6 171,166 12.9 553,882 6.2 Chinese Mainland /H1118 7,096 12.2 63,525 4.8 89,798 1.0 Others (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,683 4.5 35,017 2.6 216,984 2.3 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,302 100.0 1,329,838 100.0 9,000,512 100.0 (1) Excluding Chinese Mainland. In 2023, 2024 and 2025, revenue from (i) Australia accounted for nil, 15.4% and 42.6% of our total revenue, respectively, and (ii) Vietnam accounted for 7.1%, 0.7% and 0.3% of our total revenue, respectively. No other country in the APAC region contributed more than 5% of our total revenue during the Track Record Period. (2) In 2023, 2024 and 2025, revenue from (i) Germany accounted for 9.3%, 13.8% and 10.2% of our total revenue, respectively, (ii) Sweden accounted for 17.2%, 8.0% and 6.9% of our total revenue, respectively, (iii) Ireland accounted for nil, 8.9% and 5.1% of our total revenue, respectively, (iv) Belgium accounted for 22.9%, 6.9% and 3.5% of our revenue, respectively, and (v) Spain accounted for 14.0%, 4.0% and 1.5% of our revenue, respectively. No other country in Europe contributed more than 5% of our total revenue during the Track Record Period. (3) Comprising Middle East and Central Asia, Latin America and Northern America. FINANCIAL INFORMATION – 222 – --- page 232 --- All of our key international regions have shown rapid growth during the Track Record Period, with the APAC region experiencing the most significant growth to become our largest revenue source in 2025, driven by factors such as our successful entry into the Australia market with significant customer demand underpinned by favorable government support of the industry. Meanwhile, as we continue to focus our sales in international markets in line with our global expansion strategy, we have recorded decreasing revenue contribution from the Chinese Mainland market. Cost of Sales Our cost of sales consists of (i) material costs, primarily relating to raw material costs, (ii) employee compensation and benefits, primarily relating to compensation and benefits for our production employees, and (iii) other indirect costs, primarily relating to other manufacturing costs, tariffs, transportation costs, product warranty costs and inventory falling price reserves. The following table sets forth a breakdown of our cost of sales by nature, in absolute amounts and as a percentage of our total cost of sales, for the years indicated. Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Material costs /H1118/H1118/H1118/H111827,138 67.8 577,969 81.8 3,721,035 82.8 Employee compensation and benefits /H1118/H1118/H1118/H11182,493 6.2 21,027 3.0 268,237 6.0 Other indirect costs 10,422 26.0 107,212 15.2 506,387 11.2 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,053 100.0 706,208 100.0 4,495,659 100.0 The following table sets forth a breakdown of our cost of sales by product, in absolute amounts and as a percentage of our total cost of sales, for the years indicated. Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) SigenStor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,110 95.2 637,854 90.3 4,113,642 91.5 Gateway /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100 2.7 50,890 6.0 306,758 6.8 Others* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118843 2.1 17,464 2.5 75,259 1.7 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,053 100.0 706,208 100.0 4,495,659 100.0 *Note: including primarily standalone EV AC chargers and accessories. Gross Profit and Gross Profit Margin As a result of the foregoing, we recorded gross profit of RMB18.2 million, RMB623.6 million and RMB4,504.9 million in 2023, 2024 and 2025, respectively, representing gross profit margins of 31.3%, 46.9% and 50.1%, respectively, during the same years. FINANCIAL INFORMATION – 223 – --- page 233 --- The following table sets forth a breakdown of our gross profit and gross profit margin by product for the years indicated. Y ear ended December 31, 2023 2024 2025 Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin RMB % RMB % RMB % (in thousands, except for percentages) SigenStor /H1118/H1118/H1118/H1118/H1118/H111818,064 32.2 566,393 47.0 4,249,378 50.8 Gateway /H1118/H1118/H1118/H1118/H1118/H1118/H111815 1.3 27,490 35.1 132,127 30.1 Others* /H1118/H1118/H1118/H1118/H1118/H1118/H1118170 16.8 29,747 63.0 123,348 62.1 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,249 31.3 623,630 46.9 4,504,853 50.1 *Note: including primarily standalone EV AC chargers and accessories. The following table sets forth a breakdown of our gross profit and gross profit margin by geographical locations for the years indicated. Y ear ended December 31, 2023 2024 2025 Gross Profit Gross Margin Gross Profit Gross Margin Gross Profit Gross Margin RMB % RMB % RMB % (in thousands, except for percentages) Geographical Location APAC(1) /H1118/H1118/H1118/H1118/H1118/H1118/H11182,213 41.7 135,049 51.6 2,101,923 50.9 Europe /H1118/H1118/H1118/H1118/H1118/H1118/H111814,293 33.7 374,422 46.9 2,109,967 52.6 Africa /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118232 25.7 70,511 41.2 200,006 36.1 Chinese Mainland /H1118/H1118/H1118/H1118/H1118262 3.7 26,396 41.6 19,562 21.8 Others (2) /H1118/H1118/H1118/H1118/H1118/H11181,249 46.6 17,252 49.3 73,395 33.8 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,249 31.3 623,630 46.9 4,504,853 50.1 Notes: (1) Excluding Chinese Mainland. (2) Other regions comprise Middle East and Central Asia, Latin America and Northern America. During the Track Record Period, our gross margins varied across our key geographic markets primarily as a result of our differentiated pricing policies in different markets, adjusting product sales prices based on local market standards and conditions. We have been able to maintain high gross margins during the Track Record Period primarily through (i) our strategy of targeting premium product positioning and pricing in local markets, with flexibility to adjust prices to maintain competitiveness in each local market, along with the significant increase in sales volume across all our key geographic markets, contributing to the significant increase in revenue, and (ii) continued cost structure optimizations through growing economies of scale in line with our rapid business expansion since our inception continually reducing our per-unit production costs and decreasing our overall cost of sales ratio. FINANCIAL INFORMATION – 224 – --- page 234 --- Other Income and Gains Our other income consists of (i) interest income from bank deposits, (ii) additional value added tax deduction, (iii) government grants, comprising subsidies and benefits from local governments in China, typically awarded as in recognition of our contributions to technological development and local economic growth under relevant supportive policies, (iv) technical support services, representing the service fee for one-off technical support services provided to a client, and (v) waste recycling, primarily income received from selling waste products. Our gains consist primarily of foreign exchange gains, net, primarily reflecting foreign currency accounts receivable and gains on exchange rate fluctuations, and gain on termination of a lease. The following table sets forth a breakdown of our income and gains for the years indicated. Y ear ended December 31, 2023 2024 2025 RMB RMB RMB (in thousands, except for percentages) Other income Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,222 4,285 8,802 Additional value added tax deduction /H1118/H1118/H1118/H1118 – – 19,292 Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118321 2,891 31,114 Technical support services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 6 4–– Waste recycling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856 119 1,126 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/H1118162 165 541 Total other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,725 7,460 60,875 Gains Foreign exchange gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,544 13 115,037 Gains on termination of a lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,325 Fair value gains, net: Financial assets at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,833 Gains on disposal of derivative financial instruments, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 405 – Total gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,544 418 119,195 Total other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,269 7,878 180,070 Other Expenses Our other expenses consist of (i) foreign exchange losses, net, (ii) fair value losses, net regarding derivative financial instruments and (iii) others. The following table sets forth a breakdown of our other expenses for the years indicated. Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Fair value losses, net: Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118– – 49 0.2 – – Foreign exchange losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 22,465 95.0 – – Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118494 100.0 1,134 4.8 1,963 100.0 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118494 100.0 23,648 100.0 1,963 100.0 FINANCIAL INFORMATION – 225 – --- page 235 --- Selling and Distribution Expenses Our selling and distribution expenses consist of (i) labor expenses, primarily representing salaries and benefits for our sales personnel, (ii) promotional and marketing expenses, related to marketing, branding and promotional activities such as trade fairs, exhibitions and advertisement placements, (iii) equity-settled share-based payment expenses, (iv) office and travelling expenses, incurred by our sales personnel, (v) storage cost, associated with inventory management and warehousing services, (vi) professional service fee, representing costs associated with management and business consulting services, and other professional services, (vii) depreciation and amortization, and (viii) other miscellaneous selling and distribution expenses, primarily business entertainment expenses and credit insurance. The following table sets forth a breakdown of our selling and distribution expenses, in absolute amounts and as a percentage of our total selling and distribution expenses, for the years indicated. Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Labor expenses /H1118/H1118/H111829,346 54.9 81,411 48.3 199,587 45.1 Equity-settled share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H11185,478 10.3 25,376 15.0 41,441 9.4 Promotional and marketing expenses /H1118/H1118/H1118/H1118/H1118/H11188,199 15.3 22,316 13.2 73,562 16.6 Storage cost /H1118/H1118/H1118/H1118/H11181,073 2.0 13,978 8.3 45,654 10.3 Office and travelling expenses /H1118/H1118/H1118/H1118/H1118/H11184,642 8.7 13,843 8.2 26,954 6.1 Insurance fee /H1118/H1118/H1118/H1118/H111868 0.1 1,550 0.9 8,186 1.8 Professional service fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,599 3.0 2,919 1.7 10,347 2.3 Depreciation and amortization /H1118/H1118/H11181,637 3.1 2,029 1.2 4,420 1.0 Other expenses /H1118/H1118/H11181,380 2.6 5,321 3.2 32,489 7.4 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,422 100.0 168,743 100.0 442,640 100.0 Administrative Expenses Our administrative expenses consist of (i) equity-settled share-based payment expenses, (ii) labor expenses, primarily representing salaries and benefits for our senior management and administrative staff, (iii) professional service fee, representing costs associated with IT and software services, management and business consulting services, and other professional services, (iv) office and travelling expenses, incurred by our administrative function, (v) depreciation and amortization, and (vi) other miscellaneous administrative expenses, primarily stamp duty and disability employment contribution. FINANCIAL INFORMATION – 226 – --- page 236 --- The following table sets forth a breakdown of our administrative expenses, in absolute amounts and as a percentage of our total administrative expenses, for the years indicated. Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Equity-settled share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H111895,706 64.0 6,179 7.9 176,448 51.2 Labor expenses /H1118/H1118/H111838,632 25.8 47,940 61.4 85,260 24.7 Professional service fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,786 3.2 11,560 14.8 35,923 10.4 Office and travelling expenses /H1118/H1118/H1118/H1118/H1118/H11184,352 2.9 3,959 5.1 12,000 3.5 Depreciation and amortization /H1118/H1118/H11182,558 1.7 2,844 3.6 13,871 4.0 Other expenses /H1118/H1118/H11183,594 2.4 5,564 7.2 21,308 6.2 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118149,628 100.0 78,046 100.0 344,810 100.0 Research and Development Expenses Our research and development expenses consist of (i) labor expenses, primarily representing salaries and benefits for our R&D employees, (ii) depreciation and amortization, (iii) equity-settled share-based payment expenses; (iv) material cost, representing raw materials and products consumed during the R&D process, (v) test and inspection expenses, incurred for inspecting and validating our products during development, (vi) office and travelling expenses, incurred by our R&D employees, (vii) professional service fee, representing costs associated with external design services and outsourced processing during the trail production phase, and (viii) other miscellaneous research and development expenses, including courier and logistics costs and handling charges. The following table sets forth the breakdown of our research and development expenses, in absolute amounts and as a percentage of our total research and development expenses, for the years indicated. Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Labor expenses /H1118/H1118/H1118122,820 63.6 187,406 66.8 293,900 59.4 Equity-settled share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H111821,923 11.4 27,102 9.7 68,546 13.9 Depreciation and amortization /H1118/H1118/H111813,238 6.9 24,582 8.8 27,318 5.5 Material cost /H1118/H1118/H1118/H111821,494 11.1 20,834 7.4 39,367 8.0 Test and inspection expenses /H1118/H1118/H1118/H1118/H1118/H11185,519 2.9 9,052 3.2 27,538 5.6 FINANCIAL INFORMATION – 227 – --- page 237 --- Y ear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Office and travelling expenses /H1118/H1118/H1118/H1118/H1118/H11183,718 1.9 6,360 2.3 7,694 1.6 Professional service fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,070 1.1 1,927 0.7 24,644 5.0 Other expenses /H1118/H1118/H11182,223 1.1 2,990 1.1 5,021 1.0 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193,005 100.0 280,253 100.0 494,028 100.0 Finance Costs Our finance costs consist of interest on lease liabilities and bank borrowings. We recorded finance costs of RMB4.8 million, RMB10.8 million and RMB23.8 million in 2023, 2024, and 2025, respectively. Impairment Losses on Financial Assets, Net Our impairment losses on financial assets, net represent the expected credit losses or reversal of the expected credit losses on our trade receivables and other receivables. For details, see Notes 20 and 21 to the Accountants’ Report included in Appendix I to this Prospectus. We recorded impairment losses on financial assets, net of RMB0.5 million, RMB14.4 million and RMB81.5 million in 2023, 2024 and 2025, respectively. Income Tax Expense Income tax expense refers to the aggregate amount of taxes incurred in a given period, calculated in accordance with the EIT Law and its corresponding implementation regulations. It consists of current income tax, the tax payable on taxable profits for the current period, and deferred income tax, which arises from temporary differences between the accounting and tax treatment of certain items, recognized in accordance with applicable accounting standards. We are subject to income tax on an entity basis on profits arising in or derived from the tax jurisdictions in which members of our Group are domiciled and operate. The following summarizes the tax rates of our principal subsidiaries. Chinese Mainland Our subsidiaries incorporated in Chinese Mainland are subject to tax at the statutory rate of 25% on the taxable profits determined in accordance with the PRC Corporate Income Tax Law which became effective on 1 January 2008, except for those subject to preferential tax set out below: Shanghai Sigenergy was qualified as one of the “Enterprises in Key Industries in Lingang New Area of China (Shanghai) Pilot Free Trade Zone” on January 24, 2024 and is entitled to an income tax rate of 15% for five years from the date of establishment. Furthermore, on December 26, 2024, Shanghai Sigenergy was granted the “High and New Technology Enterprise” with a valid period of three years and entitled to a preferential income tax rate of 15%. Such qualifications are subject to review by the relevant tax authority in the PRC every three years. FINANCIAL INFORMATION – 228 – --- page 238 --- Certain subsidiaries of our Group have applied the Small-Scaled Minimal Profit Corporate Income Tax Preferential Policy announced by the PRC’s State Administration of Taxation. Pursuant to the policy announced by the PRC’s State Administration of Taxation, for the period from 1 January 2022 to 31 December 2027, the annual taxable income amount of a Small-Scaled Minimal Profit Corporate shall be computed at a reduced rate of 25% as taxable income amount, and shall be levied at a reduced tax rate of 20%. Hong Kong The subsidiary incorporated in Hong Kong is subject to Hong Kong profits tax at the rate of 16.5% for taxable income exceeding HKD2,000,000 on any estimated assessable profits arising in Hong Kong. United States The subsidiary incorporated in the United States is subject to statutory United States federal corporate income tax at a rate of 21%. Australia The subsidiary incorporated in Australia is subject to Australian corporate income tax at a rate of 30%. For further details of the applicable tax rates, preferential tax treatments and tax benefits, please see Note 11 to the Accountants’ Report included in Appendix I to this Prospectus. We recorded income tax expense of RMB0.2 million and RMB377.4 million in 2023 and 2025, respectively, and we recorded income tax credit of RMB28.2 million in 2024. During the Track Record Period and as of the Latest Practicable Date, we did not have any disputes or unresolved tax issues with the relevant tax authorities. YEAR-TO-YEAR COMPARISON OF RESULTS OF OPERATIONS Y ear Ended December 31, 2025 Compared with Y ear Ended December 31, 2024 Revenue Our revenue increased from RMB1,329.8 million in 2024 to RMB9,000.5 million in 2025, primarily driven by the substantial growth in sales of our flagship 5-in-1 ESS solution, SigenStor , with revenue increasing from RMB1,204.2 million in 2024 to RMB8,363.0 million in 2025. The total energy capacity sold for SigenStor increased from 447 MWh in 2024 to 3,947 MWh in 2025, primarily due to (i) the increase in our distributor network from 92 as of December 31, 2024 to 172 as of December 31, 2025, as well as the increase in our service network with our registered installers increasing from 4,887 as of December 31, 2024 to 17,614 as of December 31, 2025, driving the increase in our international sales network and reach, while we also deepened our relationships with existing distributors, including developing strategic partnerships with leading regional distributors; (ii) continued refinements and upgrades to our product portfolio, such as new inverter models and C&I solutions introduced during the period; and (iii) increasing market presence and brand recognition in existing and new markets as our products continue to mature and achieve broader acceptance, underpinned by continued strong industry growth trends and favorable government policies driving an increase in overall demand for ESS solutions. Our significant increase in sales volume of 783.0% outpaced the decrease in the average selling price of SigenStor (calculated as Sigenstor revenue divided by sales volume, net of rebates granted and tax) of 21.2% from 2.69 RMB/Wh in 2024 to 2.12 RMB/Wh in 2025 to drive our overall revenue growth in the FINANCIAL INFORMATION – 229 – --- page 239 --- year. The average selling price of SigenStor decreased during the year primarily due to (i) an increasing proportion of SigenStor sales with larger energy storage capacity configurations, which generally have lower per-Wh prices compared to our smaller capacity configurations. According to Frost & Sullivan, it is an industry norm for increasing capacity to reduce per-Wh prices due to the increased energy density reducing the cost per unit of energy. This increase in the proportion of SigenStor sales with larger capacities was driven by factors such as favorable government policies and increased market supply enhancing the accessibility of ESS products to end-customers, and (ii) an increase in overall sales rebates granted to our distributors from RMB83.1 million in 2024 to RMB870.8 million in 2025, representing 6.3% and 9.7% of revenue respectively, as a result of the increased sales volume in the year by distributors qualifying them for higher rebate tiers under our sales performance based, tiered rebate policy, enabling them to purchase greater product volume for the same cost. Additionally, revenue from sales of gateways and other products increased from RMB125.6 million in 2024 to RMB637.5 million in 2025. From a geographical perspective, as we continued to scale our business, we recorded strong revenue growth across an expanding range of markets. As we have rapidly expanded in the APAC market, including in key markets such as Australia, the APAC region was our largest revenue contributor, with revenue increasing from RMB261.9 million in 2024 to RMB4,129.7 million in 2025. In particular, we have rapidly entered into the Australia market, with revenue increasing from RMB204.6 million in 2024 to RMB3,833.3 million in 2025, with the significant demand driven by the Australian government’s new subsidy program for small-scale battery systems connected to PV systems launched in 2025, accelerating household and small business demand for ESS solutions, with SigenStor’s five-in-one design integrating both PV inverter and energy storage providing a distinct value proposition suited to meet the demand. Europe remained a key revenue driver, with revenue increasing from RMB798.2 million in 2024 to RMB4,010.1 million in 2025, primarily driven by our deepening partnerships with leading distributors in markets such as the U.K., Ireland, Sweden and Belgium and our increasing share of such distributor’s overall brand sales driving broader market acceptance and brand recognition. Moreover, revenue from our Africa market grew significantly from RMB171.2 million in 2024 to RMB553.9 million in 2025, primarily as we increased our presence in South Africa through deepening partnerships with South Africa’s largest distributor, with revenue increasing from RMB125.8 million in 2024 to RMB401.0 million in 2025. Cost of Sales Our cost of sales increased from RMB706.2 million in 2024 to RMB4,495.7 million in 2025, primarily driven by primarily driven by the increase in material costs of RMB3,143.1 million, which was in line with our rising product sales. Gross Profit and Gross Profit Margin As a result of the foregoing, our gross profit significantly increased from RMB623.6 million in 2024 to RMB4,504.9 million in 2025. Our gross profit margin was 46.9% and 50.1% in 2024 and 2025, respectively. The growth in our overall gross profit margin, as well as the margin for SigenStor , was primarily due to continual product design and production optimizations resulting in reduction in per-unit production costs and decreasing our overall cost of sales ratio, with our average cost per unit sold decreasing from 1.43 RMB/Wh in 2024 to 1.04 RMB/Wh in 2025, while we also continued to maintain our premium product pricing. Meanwhile, our gross profit margin of gateways decreased mainly due to the relatively low gross profit margin of C&I gateways. Geographically, Our gross profit margins increased in Europe as we first introduced higher battery capacity models of SigenStor with higher selling prices, and remained relatively stable in the APAC region as we continued our business expansion. Our gross profit margin decreased in the Chinese Mainland market as we continued to establish a network of C&I scenario focused distributors, which had overall lower average order values, and also decreased in Africa and other regions primarily due to comparatively lower selling prices to reflect local market conditions in primarily developing countries. FINANCIAL INFORMATION – 230 – --- page 240 --- Other Income and Gains Our other income and gains increased from RMB7.9 million in 2024 to RMB180.1 million in 2025. This was primarily due to the significant increase in foreign exchange gains, net from RMB13 thousand in 2024 to RMB115.0 million in 2025, which resulted from an increase in foreign currency-denominated trade receivables and the remeasurement of such foreign currency- denominated trade receivables. Other Expenses Our other expenses decreased from RMB23.6 million in 2024 to RMB2.0 million in 2025, primarily due to the decrease in net foreign exchange losses from RMB22.5 million in 2024 to nil in 2025, as a result of exchange rate fluctuations. Selling and Distribution Expenses Our selling and distribution expenses increased from RMB168.7 million in 2024 to RMB442.6 million in 2025. This was mainly driven by the increases in labor expenses of RMB118.2 million as we continued to expand our sales team to support our growing operations, and promotional and marketing expenses of RMB51.2 million as we continued to enhance our marketing, branding and promotional activities to drive brand awareness and market acceptance. Administrative Expenses Our administrative expenses increased from RMB78.0 million in 2024 to RMB344.8 million in 2025, mainly driven by an increase in equity-settled share-based payment expenses of RMB170.3 million. Research and Development Expenses Our research and development expenses increased from RMB280.3 million in 2024 to RMB494.0 million in 2025. This was primarily driven by the increases in labor expenses of RMB106.5 million attributable mainly to the expansion of our R&D team to support our growing operations, and an increase in equity-settled share-based payment expenses of RMB41.4 million. Finance Costs Our finance costs increased from RMB10.8 million in 2024 to RMB23.8 million in 2025. The was primarily attributed to an increase in interest on bank borrowings of approximately RMB13.2 million as we sought additional financing for business expansion. Impairment Losses on Financial Assets, Net We recorded impairment losses on financial assets, net of RMB14.4 million and RMB81.5 million in 2024 and 2025, respectively. The increase in impairment losses on financial assets over time was generally in line with the expansion of our business scale, which resulted in a higher volume of transactions and a broader customer base. In particular, the principal amount of trade receivables increased significantly, leading to a corresponding rise in the credit sales and the balance of outstanding receivables. Income Tax Credit/(Expense) We recorded income tax credit of RMB28.2 million in 2024 and income tax expense of RMB377.4 million in 2025, in line with the significant increase in our revenue. FINANCIAL INFORMATION – 231 – --- page 241 --- Profit for the Y ear As a result of the foregoing, we incurred profit for the year of RMB83.8 million in 2024 and RMB2,918.8 million in 2025. Y ear Ended December 31, 2024 Compared with Y ear Ended December 31, 2023 Revenue Our revenue increased from RMB58.3 million in 2023 to RMB1,329.8 million in 2024, primarily driven by sales of our flagship 5-in-1 ESS solution, SigenStor . Revenue from SigenStor sales increased from RMB56.2 million in 2023 to RMB1,204.2 million in 2024. The total energy capacity sold for SigenStor increased from 18 MWh in 2023 to 447 MWh in 2024, primarily as we rapidly scaled up our sales channel, with our distributor network increasing from 26 in 2023 to 92 in 2024, and our installer network increasing from 27 in 2023 to 4,887 in 2024, in line with the continual growth and maturation of our operations, market presence and brand recognition since beginning commercial sales in 2023. The significant growth in our sales volume of 2,383.3% outpaced the decrease in the average selling price of SigenStor of 17.8% from 3.17 RMB/Wh in 2023 to 2.69 RMB/Wh in 2024 to drive our overall revenue growth in the year. The average selling price of SigenStor decreased during the year primarily (i) as we lowered selling prices in 2024, taking into account market factors such as the decrease in the price of battery cells, and (ii) due to an increase in overall sales rebates granted to our distributors from RMB0.8 million in 2023 to RMB83.1 million in 2024, representing 1.3% and 6.3% of revenue respectively, as a result of the increased sales volume in the year by distributors qualifying them for higher rebate tiers under our sales performance based, tiered rebate policy, enabling them to purchase greater product volume for the same cost. Additionally, revenue from sales of gateways and other products increased from RMB2.1 million in 2023 to RMB125.6 million in 2024. Geographically, as we rapidly entered and scaled sales across the world, revenue from different regions has experienced significant growth. The Europe market remains the major revenue contributor generating RMB42.3 million and RMB798.2 million in revenue in 2023 and 2024, respectively. The APAC market also contributed RMB261.9 million in revenue in 2024, increasing from RMB5.3 million in 2023. Revenue generated from the Africa market increased significantly, rising from RMB0.9 million in 2023 to RMB171.2 million in 2024. Cost of Sales Our cost of sales increased from RMB40.1 million in 2023 to RMB706.2 million in 2024, primarily driven by the increase in material costs of RMB550.9 million, which was in line with our rising product sales. Gross Profit and Gross Profit Margin As a result of the foregoing, we recorded gross profit of RMB18.2 million and RMB623.6 million in 2023 and 2024, respectively. Our gross profit margin was 31.3% and 46.9% in 2023 and 2024, respectively. The growth in our overall gross profit margin, as well as the margins across all our product offerings, was primarily fueled by economies of scale from product design and production optimization as our production processes scaled up and matured during our first complete year at full commercial operation, with our average cost per unit sold decreasing from 2.12 RMB/Wh in 2023 to 1.43 RMB/Wh in 2024, while we also continued to maintain our premium product pricing. Our gross profit margins increased across all of our key geographic markets, and in particular the Chinese Mainland market, increasing from 3.7% in 2023 to 41.6% in 2024, primarily as we continued to lower production costs and achieved higher selling prices for certain of our Chinese Mainland customers. FINANCIAL INFORMATION – 232 – --- page 242 --- Other Income and Gains Our other income and gains decreased from RMB10.3 million in 2023 to RMB7.9 million in 2024. This was primarily due to the decrease in net exchange gains from RMB1.5 million in 2023 to RMB13.0 thousand in 2024, as well as a decrease in interest income of RMB2.9 million due to a lower average RMB deposit balances as a result of increased working capital requirements. Other Expenses Our other expenses increased from RMB0.5 million in 2023 to RMB23.6 million in 2024, primarily due to the substantial increase in foreign exchange losses from nil in 2023 to RMB22.5 million in 2024, which was affected by the depreciation of the Euro. Selling and Distribution Expenses Our selling and distribution expenses increased from RMB53.4 million in 2023 to RMB168.7 million in 2024. This was mainly driven by the increases in labor expenses of RMB52.1 million. These rises were attributable mainly to the expansion of our sales team to support our growing operations. Additionally, the increase was attributable to the increase in promotional and marketing expenses of RMB14.1 million as we enhanced our marketing, branding and promotional activities to drive brand awareness and market acceptance. Administrative Expenses Our administrative expenses decreased from RMB149.6 million in 2023 to RMB78.0 million in 2024, mainly driven by the decline in equity-settled share-based payment expenses of RMB89.5 million. Research and Development Expenses Our research and development expenses increased from RMB193.0 million in 2023 to RMB280.3 million in 2024. This was primarily driven by the increases in (i) labor expenses of RMB64.6 million, attributable mainly to the expansion of our R&D team to support our growing operations, and (ii) depreciation and amortization of RMB11.3 million, related to our property, plant and equipment and right-of-use assets. Finance Costs Our finance costs increased from RMB4.8 million in 2023 to RMB10.8 million in 2024. The was primarily attributed to an increase in interest expenses on bank borrowings of RMB6.2 million resulted from a higher level of borrowings driven by the expansion of our business scale. Impairment Losses on Financial Assets, Net We recorded impairment losses on financial assets, net of RMB0.5 million and RMB14.4 million in 2023 and 2024. The increase in impairment losses on financial assets over time was generally in line with the expansion of our business scale, which resulted in a higher volume of transactions and a broader customer base. In particular, the principal amount of trade receivables increased significantly, leading to a corresponding rise in the credit sales and the balance of outstanding receivables. Income Tax Expense We recorded income tax expense of RMB0.2 million and income tax credit of RMB28.2 million in 2023 and 2024. primarily as certain of our subsidiaries began recording profit. FINANCIAL INFORMATION – 233 – --- page 243 --- Profit for the Y ear As a result of the foregoing, our profit for the year was RMB83.8 million in 2024. DISCUSSION OF CERTAIN KEY ITEMS FROM OUR CONSOLIDATED STATEMENTS OF FINANCIAL POSITION The table below sets forth selected information from our consolidated statements of financial position as of the dates indicated, which has been extracted from our consolidated financial statements included in Appendix I to this Prospectus. As of December 31, 2023 2024 2025 (RMB in thousands) Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118145,744 195,729 1,485,786 Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510,235 1,430,281 6,962,128 Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118655,979 1,626,010 8,447,914 Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,777 49,444 195,648 Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118357,397 994,534 4,464,280 Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118392,174 1,043,978 4,659,928 Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118152,838 435,747 2,497,848 Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118263,805 582,032 3,787,986 For details on the accounting treatment of redemption rights, liquidation preference rights of pre-IPO investments, and its financial impacts, see “— Share Capital” below and Note 28 to the Accountants’ Report included in Appendix I to this Prospectus. The following table sets forth our current assets and current liabilities as of the dates indicated. As of December 31, As of February 28, 2023 2024 2025 2026 (unaudited) (RMB in thousands) Current assets Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,455 480,844 2,143,254 3,035,898 Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,261 357,596 3,162,580 2,515,241 Prepayments, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,509 151,729 472,215 935,193 Tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,304 – – Derivative financial instruments /H1118/H1118/H1118/H1118 – 53 10,223 23,546 Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857 5,681 54,620 111,237 Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879 104 272 757 Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,874 430,970 1,118,964 2,332,676 Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510,235 1,430,281 6,962,128 8,954,548 FINANCIAL INFORMATION – 234 – --- page 244 --- As of December 31, As of February 28, 2023 2024 2025 2026 (unaudited) (RMB in thousands) Current liabilities Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,861 359,362 1,157,928 1,988,563 Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H111855,244 135,861 532,391 433,140 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,419 19,118 13,446 13,807 Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,706 86,598 629,867 638,754 Interest-bearing bank borrowings /H1118/H1118/H1118/H1118202,001 385,120 1,710,333 2,198,362 Derivative financial instruments /H1118/H1118/H1118/H1118/H1118– 102 2 2,451 Tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118166 4,976 328,888 243,457 Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,397 91,605 72,885 Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118357,397 994,534 4,464,280 5,591,419 Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118152,838 435,747 2,497,848 3,363,129 Our net current assets increased from RMB2,497.8 million as of December 31, 2025 to RMB3,363.1 million as of February 28, 2026, primarily due to the increase in (i) cash and bank balances of RMB1,213.7 million, and (ii) inventories of RMB892.6 million, partially offset by the increase in trade payables of RMB830.6 million and decrease in trade and bills receivables of RMB647.3 million. Our net current assets increased from RMB435.7 million as of December 31, 2024 to RMB2,497.8 million as of December 31, 2025, primarily due to the increase in (i) trade and bills receivables of RMB2,805.0 million, (ii) inventories of RMB1,662.4 million, and (iii) cash and cash balances of RMB688.0 million, partially offset by the increase in (i) interest-bearing bank borrowings of RMB1,325.2 million, and (ii) trade payables of RMB798.6 million. Our net current assets increased from RMB152.8 million as of December 31, 2023 to RMB435.7 million as of December 31, 2024, primarily due to the increases in (i) inventories of RMB291.4 million, and (ii) trade and bills receivables of RMB337.3 million, partially offset by the increases in (i) interest-bearing bank borrowings of RMB183.1 million and (ii) trade payables of RMB283.5 million. Inventories Our inventories consist of (i) raw materials, such as battery cells, microcontrollers, and other electronic components used in manufacturing our products, (ii) work in progress, representing semi-finished products, and (iii) finished goods. The following table sets forth a summary of our inventory balances as of the dates indicated: As of December 31, 2023 2024 2025 (RMB in thousands) Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878,355 286,028 1,503,819 Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,634 113,867 443,713 Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,466 80,949 195,722 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/H1118189,455 480,844 2,143,254 FINANCIAL INFORMATION – 235 – --- page 245 --- Our inventories increased from RMB189.5 million as of December 31, 2023 to RMB480.8 million as of December 31, 2024, and further to RMB2,143.3 million as of December 31, 2025, which was generally in line with our business expansion over time. We believe that by maintaining optimal inventory levels, we can effectively meet customer demand and uphold their satisfaction without compromising our liquidity. To support this, we have implemented a set of inventory management policies and procedures. For further information, see “Business — Warehousing, Logistics and Inventory Management.” The following table sets forth the aging analysis of our inventories as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,454 479,565 2,143,687 Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 2,331 4,703 Provision for impairment of inventories /H1118/H1118 – (1,052) (5,136) 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/H1118189,455 480,844 2,143,254 The following table sets forth our inventories turnover days for the years indicated. For the year ended December 31, 2023 2024 2025 (days) Inventories turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118858 171 105 Note: (1) Inventories turnover days are based on the average balance of inventories divided by cost of sales for the relevant period and multiplied by the number of days in the relevant period. Average balance is calculated as the average of the beginning balance and ending balance of a given period. The number of days for the years ended December 31 is 360 days. In 2023, 2024 and 2025, our inventory turnover days were 858 days, 171 days and 105 days, respectively. As we only began commercial sales in May 2023, sales for that year did not span a full 12-month period. Accordingly, we believe the inventory turnover days for 2023 is not a meaningful indicator. The significant improvement in 2024 and further improvement in 2025 was driven by the exponential growth in product sales and increased efficiency in inventory management as our operations matured. We assess the recoverability of our inventories at the end of each period based on factors such as inventory aging, product condition, sales forecasts, and expected usage. As of the end of each period during the Track Record Period, we did not identify any material recoverability issues for our inventories. While certain inventory items recorded relatively low subsequent utilization due to timing differences in the sales cycle and the ramp-up of our global distribution network, we have made appropriate provisions for goods with negative margins in accordance with our inventory policy, which we believe to be sufficient. Our overall gross margin was positive in 2023, 2024 and 2025, and our net realizable value of inventory has remained higher than its cost. We believe that the carrying value of our inventories is appropriate and that the provisions made are sufficient as of the end of each period during the Track Record Period, taking into account (i) our rapid increase in sales volume and business scale, (ii) our supply management policies and strategy to maintain sufficient supply to meet business demands, (iii) nearly all inventories in each period throughout the Track Record Period aged within one year, and in 2024 (being the first full year of commercial sales), our inventories were subsequently utilized or expected to be utilized in FINANCIAL INFORMATION – 236 – --- page 246 --- one year, (iv) our provisions primarily related to certain slow-moving raw materials and the remaining inventories remain in working order and suitable for utilization, and (v) we have implemented effective inventory management systems and policies to monitor and manage our inventory levels and recoverability. As of February 28, 2026, RMB699.6 million, or 32.6% of our inventories outstanding as of December 31, 2025 had been subsequently sold or utilized. Trade and Bills Receivables Our trade and bill receivables primarily represent outstanding amounts due from customers for products where control has been transferred. Generally, customers settle payments upfront or may be granted credit terms, on a case-by-case basis. The following table sets forth a breakdown of our trade and bills receivables as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 357 18,019 Bank acceptance notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 12,082 Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,703 371,948 3,228,338 Less: Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(442) (14,709) (95,859) Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,261 357,596 3,162,580 The net carrying amount of our trade and bill receivables increased from RMB20.3 million as of December 31, 2023 to RMB357.6 million as of December 31, 2024, and further to RMB3,162.6 million as of December 31, 2025. This increase was primarily attributable to, and generally aligned with, the significant growth in our business, which drove a substantial year-over-year increase in sales volume, which led to a corresponding rise in credit sales and a higher balance of outstanding receivables. We maintain strict control over our outstanding trade receivables through proactive measures. Payment reminders are sent to customers with overdue balances, and new orders may be declined for those with unsettled payments. Additionally, we provide periodic reports on outstanding trade receivables to our senior management for oversight. We perform an impairment analysis at each reporting date using a simplified approach to measure expected credit losses. Since the ageing of most trade receivables is within one year, we consider the probability of default of comparable companies with published credit ratings, as well as the background and credit profile of each customer. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. As of the end of each period during the Track Record Period, we did not identify any material recoverability issues for our trade and bills receivables and that the provisions made are sufficient as of the end of each period during the Track Record Period. For details of our loss allowance for impairment of trade receivables, see Note 20 to the Accountants’ Report included in Appendix I to this Prospectus. FINANCIAL INFORMATION – 237 – --- page 247 --- The following table sets forth an aging analysis of our trade receivables, based on the past due information and net of loss allowance, as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) 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/H111819,436 312,322 2,422,502 Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118754 43,712 691,312 3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871 328 11,434 6 to 9 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 437 3,340 9 months to 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20 762 1 year to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 420 (1) 3,129 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/H111820,261 357,239 3,132,479 Note: (1) Such amount had been settled as of January 31, 2025. The following table sets forth our trade and bills receivables turnover days during the years indicated. Y ear ended December 31, 2023 2024 2025 (days) Trade and bills receivables turnover days(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863 51 70 Note: (1) Trade and bills receivables turnover days are based on the average balance of trade and bills receivables divided by our revenue for the relevant period and multiplied by the number of days in the relevant period. Average balance is calculated as the average of the beginning balance and ending balance of a given period. The number of days for the years ended December 31 is 360 days. Our trade and bills receivables turnover days were 63 days, 51 days and 70 days in 2023, 2024 and 2025, respectively, primarily as we only began commercial sales in May 2023, therefore we did not record sales to calculate trade and bills receivables turnover days over a full 360-day period for 2023, and accordingly we believe that our trade and bills receivables turnover days for 2023 is not a meaningful financial indicator for such year. Our trade and bills receivables turnover days decreased from 2023 to 2024 primarily as our commercial operations stabilized since beginning commercial operations in 2023, while it increased from 2024 to 2025 primarily due to providing extended credit terms for certain distributors as we entered into new markets as well as an increasing number of transactions with contractually lower risk commercial terms which have generally longer market credit periods. As of February 28, 2026, RMB1,764.2 million, or 54.1% of our trade and bills receivables outstanding as of December 31, 2025 had been subsequently settled. Our prepayments, other receivables and other assets increased from RMB64.9 million as of December 31, 2023 to RMB152.7 million as of December 31, 2024, and further to RMB1,035.8 million as of December 31, 2025, primarily due to the continued increase in V AT recoverable. This was mainly driven by rapid business expansion, resulting in higher deductible input V AT on raw material purchases, while output V AT on overseas sales of goods is exempt under relevant PRC tax FINANCIAL INFORMATION – 238 – --- page 248 --- laws. Additionally, the increase in our prepayments, other receivables and other assets as of December 31, 2024 was attributable to the increase in prepayment of RMB9.4 million in relation to prepayments for purchase orders, in line with our increase in sales volume with corresponding prepayment terms. Furthermore, the increase in our prepayments, other receivables and other assets as of December 31, 2025 was also attributable to the increase in (i) deposits (current portion) of RMB66.8 million, mainly due to the payment of customs guarantee deposits in compliance with relevant customs duties requirements, and (ii) prepayment to long-term assets of RMB32.9 million, primarily in relation to prepayments for construction of our various production facilities and production lines. As of February 28, 2026, RMB359.7 million, or 34.7% of our prepayments, other receivables and other assets outstanding as of December 31, 2025 had been subsequently settled. Cash and Bank Balances We had cash and bank balances of RMB236.9 million, RMB431.0 million and RMB1,119.0 million as of December 31, 2023, 2024 and 2025, respectively. See “— Liquidity and Capital Resources — Cash Flow Analysis.” Property, Plant and Equipment Our property, plant and equipment consist of plant and machinery, leasehold improvements, other equipment, furniture and office equipment, motor vehicles, and construction in progress. The following sets forth a breakdown of our property, plant and equipment as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Plant and machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,607 73,671 158,245 Leasehold improvements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,770 21,576 76,249 Furniture and office equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,949 4,493 8,853 Other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,860 10,313 36,153 Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118333 232 385 Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118143 98 181,259 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/H111898,662 110,383 461,144 The net carrying amount of our property, plant and equipment amounted to RMB98.7 million, RMB110.4 million and RMB461.1 million as of December 31, 2023, 2024 and 2025, respectively. The increase in the net carrying amount of our property, plant and equipment over time was primarily driven by the expansion of our production capacity to support our business growth. We conduct thorough assessments at the end of each period within the Track Record Period to evaluate whether there are any indicators of impairment for our non-financial assets, including property, plant and equipment, right-of-use assets, and other intangible assets. This evaluation is based on a comprehensive review of both internal and external sources of information. As of December 31, 2023, 2024 and 2025, we did not identify any indicators of impairment for our non-financial assets. This conclusion is supported by the following: (i) our non-financial assets remained fully functional with no signs of obsolescence or physical damage, and (ii) the actual losses incurred during the Track Record Period were within projected loss estimates and have narrowed significantly, a net profit of RMB2,918.8 million was achieved in 2025. FINANCIAL INFORMATION – 239 – --- page 249 --- Deferred Tax Assets Our deferred tax assets mainly arise from unrealized gains on internal transactions, provisions, losses available for offsetting against future profit and impairment of financial assets. Our deferred tax assets increased from nil as of December 31, 2023 to RMB40.7 million as of December 31, 2024 primarily due to losses available for offsetting against future profit in 2023, and further increased to RMB418.2 million as of December 31, 2025 primarily due to unrealized gains on internal transactions arising from sales of products from our PRC subsidiaries to our overseas subsidiaries that were not sold to external customers during the period, with profits derived therefrom eliminated upon consolidation resulting in a higher taxable value for such internal transactions for the period, which may be deductible against future taxable profits. As our management had concluded that it was probable that sufficient taxable profits would be available against which such deductible amounts could be utilized as of December 31, 2025, we recognized corresponding deferred tax assets. See “Business — Transfer Pricing Arrangements” for more details. Trade Payables Our trade payables primarily reflect amounts owed to suppliers of raw materials and other product and service providers. Our trade payables increased from RMB75.9 million as of December 31, 2023 to RMB359.4 million as of December 31, 2024, and further to RMB1,157.9 million as of December 31, 2025. This growth was primarily driven by increased procurement of raw materials to support the scaling of our production operations. The following table sets forth the aging analysis of our trade payables as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,848 359,129 1,157,579 Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 233 349 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/H111875,861 359,362 1,157,928 The following table sets forth our trade payables turnover days for the years indicated. Y ear ended December 31, 2023 2024 2025 (days) Trade payables turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118342 111 61 Note: (1) Trade and bills payables turnover days are based on the average balance of trade payables divided by cost of sales for the relevant period and multiplied by the number of days in the relevant period. Average balance is calculated as the average of the beginning balance and ending balance of a given period. The number of days for the years ended December 31 is 360 days. Our trade payables turnover days were 342 days, 111 days and 61 days in 2023, 2024 and 2025, respectively, reflecting the credit treatment by suppliers for the respective periods. The decrease in our trade payables turnover days in 2024 was primarily as we only began commercial sales of our products in May 2023 and rapidly ramped up sales and corresponding cost of sales over the remaining period of 2023. Accordingly, we did not record sales to calculate trade and bills FINANCIAL INFORMATION – 240 – --- page 250 --- payables turnover days over a full 360-day period for 2023, therefore we believe that our trade and bills payables turnover days for 2023 is not a meaningful financial indicator for such year. Our trade payables turnover days decreased to 61 days in 2025, mainly due to our payment arrangements with suppliers. As of February 28, 2026, RMB984.7 million, or 85.0% of our trade payables outstanding as of December 31, 2025 had been subsequently settled. Other Payables and Accruals Our other payables and accruals include (i) salaries and benefits payables related to employee compensation, (ii) accrued expenses, (iii) tax payable other than income tax, (iv) payables for property, plant and equipment, (v) unrecognized government subsidies, in relation to one-off conditional government subsidies granted to support our operating activities in R&D and commercialization, (vi) listing expenditures payable, and (vii) others, primarily service expenses and reimbursement payments. The following table sets forth the details of our other payables and accruals as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Salaries and benefits payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,050 72,780 164,085 Tax payable other than income tax /H1118/H1118/H1118/H1118/H11181,304 14,374 143,114 Accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,983 26,906 98,467 Payables for 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/H11189,211 7,912 101,568 Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500 7,100 6,600 Listing expenditures payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,191 10,260 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/H11181,196 2,598 8,297 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/H111855,244 135,861 532,391 Our other payables and accruals further increased to RMB135.9 million as of December 31, 2024. This increase was primarily due to the increases in (i) tax payable other than income tax of RMB13.1 million, primarily driven by the increased output V AT in line with our sales growth, (ii) salaries and benefits payables of RMB37.7 million, driven by the expansion of our workforce to support our growing operations, (iii) accrued expenses of RMB18.9 million, primarily consisting of warehousing expenses as we continued to expand our business scale, and (iv) the listing expenditures payable of RMB4.2 million as of December 31, 2024. Our other payables and accruals subsequently increased to RMB532.4 million as of December 31, 2025. This increase was mainly driven by the increase in (i) tax payable other than income tax of RMB128.7 million, mainly due to increases in output taxes payable, and (ii) salaries and benefits payables of RMB91.3 million, primarily from increases in our salaries and benefits in line with our increase in business scale. As of February 28, 2026, RMB447.5 million, or 83.6% of our other payables and accruals outstanding as of December 31, 2025 had been subsequently settled. FINANCIAL INFORMATION – 241 – --- page 251 --- Contract Liabilities Our contract liabilities consist of (i) short-term advances received from customers of revenue recognition for goods sold, and (ii) provisions for volume rebates and physical rebates for certain distributors and installers, calculated in accordance with the terms of distribution agreements and the loyalty programs. The following table sets forth the details of our contract liabilities as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Short-term advances received from customers: Sales of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,940 13,462 18,826 V olume rebates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118766 60,960 540,045 Physical rebates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,176 70,816 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,706 86,598 629,687 Our contract liabilities increased from RMB8.7 million as of December 31, 2023 to RMB86.6 million as of December 31, 2024, and further to RMB629.7 million as of December 31, 2025. This increase was primarily attributable to the increase in short-term advances received from customers and provisions for volume rebates and physical rebates, and generally aligned with the growth in our sales volume. As of February 28, 2026, RMB195.1 million, or 31.0% of contract liabilities outstanding as of December 31, 2025 had been subsequently settled. Interest-bearing Bank Borrowings Our interest-bearing bank borrowings represent unsecured bank loans from commercial banks in China, which are used for plant construction, equipment purchases, and working capital. Our interest-bearing bank borrowings increased from RMB203.5 million as of December 31, 2023 to RMB385.1 million as of December 31, 2024, and further to RMB1,720.4 million as of December 31, 2025, and further to RMB2,226.3 million as of February 28, 2026, being the latest practicable date for determining our indebtedness, mainly to fund short-term business needs as we rapidly expand our business operations, such as employee compensation expenses and inventory expenses, in particular towards year-end due to the increase in order volume. Lease Liabilities Our lease liabilities pertain to payment obligations for properties leased primarily as our offices and manufacturing facilities. The carrying amount of our lease liabilities, including current and non-current portions, amounted to RMB47.5 million, RMB44.9 million, RMB24.5 million and RMB24.2 million as of December 31, 2023, 2024, 2025 and February 28, 2026, being the latest practicable date for determining our indebtedness, respectively. FINANCIAL INFORMATION – 242 – --- page 252 --- Share Capital Our share capital amounted to RMB16.9 million, RMB22.2 million and RMB23.3 million as of December 31, 2023, 2024 and 2025, respectively. Pursuant to the respective shareholders’ agreements entered into during the Track Record Period (collectively, the “Pre-IPO Investors’ Agreements”), we issued 9,230,968 ordinary shares to various pre-IPO investors (collectively the “Pre-IPO Investors”) at respective costs per share for a total net cash proceed of approximately RMB715,000,000 (collectively the “Pre-IPO Investments”). Pursuant to the Pre-IPO Investors’ Agreements, the Pre-IPO Investors were granted by us with redemption rights. There was no exercise of redemption rights granted by us throughout the Track Record Period. On December 21, 2024, we and the Pre-IPO Investors subsequently entered into a supplemental agreement, to irrecoverably terminate aforementioned redemption rights granted by us to Pre-IPO investors, and they shall be void ab initio. Taking into account the legal and regulatory framework of our jurisdiction and the governing law of the supplemental agreements, the Directors considered that it is appropriate to present the Pre-IPO Investments as equity throughout the Track Record Period. Had the aforementioned redemption rights granted by us to the Pre-IPO Investors been accounted for as financial liabilities measured at fair value of the redemption amount prior to entering into the supplemental agreements, (i) the financial liabilities at fair value through profit and loss, total current liabilities, net current liabilities and net liabilities would have been: As of December 31, 2023 RMB’000 Financial liabilities at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118930,254 Total 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,287,651 Net 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118777,416 Net 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/H1118/H1118/H1118/H1118666,449 ; and (ii) the fair value changes associated with the financial liabilities at fair value through profit or loss, the net loss for the year, basic and diluted loss per share amounts would have been: Y ear ended December 31, 2023 2024 RMB’000 RMB’000 Fair value losses, net: Financial liabilities at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118305,413 1,370,734 Total net loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118678,865 1,286,889 Loss per share (RMB): Basic and diluted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840.63 69.68 For further details, see Note 28 to the Accountants’ Report included in Appendix I to this Prospectus. FINANCIAL INFORMATION – 243 – --- page 253 --- LIQUIDITY AND CAPITAL RESOURCES We have historically funded our cash requirements mainly from cash generated from our business operations, shareholder contributions and bank loans. After the Global Offering, we intend to finance our future capital requirements through cash generated from our business operations and the net proceeds from the Global Offering. We currently do not anticipate any changes to the availability of financing to fund our operations in the near future. We had cash and cash equivalents of RMB233.3 million, RMB424.3 million and RMB1,109.3 million as of December 31, 2023, 2024 and 2025, respectively. While we have recorded net operating cash outflows during the Track Record Period, we believe we have sufficient liquidity to ensure continuous operations, as the net operating cash outflow has been primarily used in working capital purposes as a consequence of rapidly expanding business operations and the rapid increase in sales volume rather than concerns about liquidity or recoverability, while we have recorded a corresponding significant increase in net profit in line with our rapid business growth. In particular, our net operating cash outflows have been driven by increases in trade and bills receivables and inventories. The increase in trade and bills receivables are primarily attributable to (i) longer credit terms granted to certain distributors as we enter new markets in order to establish stable distributor networks, and (ii) an increasing number of transactions with contractually lower risk commercial terms which have generally longer market credit periods, as our brand reputation and market presence increases which enhances our negotiating power. The increase in inventories primarily reflect the increase in demand for our products and in particular an increase in our order volume towards year-end, which is in line with general seasonal trends in the industry of higher sales during the fourth quarter. See “ — Seasonality” for details. We have adopted various liquidity and capital management policies to ensure sufficient liquidity for our operations. For example, (i) we manage our trade and bills receivables risks through holding trade credit insurance from reputable institutions to protect outstanding receivables against the risk of customer non-payment, while we have established procedures to monitor and follow up with customers who are late or at risk of late payment, (ii) we produce and regularly review sales forecast to determine appropriate inventory levels, taking into account historical and projected sales, procurement costs, production capacity, market conditions and other relevant factors, and (iii) we regularly review and stress-test our levels of bank borrowings and repayment periods against actual and projected cash inflows to ensure repayment obligations can be met. As our operations continue to mature and scale with our business growth, we will continue to refine such policies to improve our liquidity and working capital position, and continue to pursue measures such as reducing operating expenses through streamlining production processes and costs, negotiating extended payment terms with suppliers, and optimizing inventory management such as through developing more detailed and accurate sales forecasts as our volume of sales data increases with time and business scale. Going forward, our continued business and profit growth, combined with continual optimizations in our working capital is expected to generate increasing positive net operating cash, which will provide the additional internal resources to fund our business growth, while we may continue to supplement short term business needs through external funding sources, including bank loans and future equity or debt financing as needed. FINANCIAL INFORMATION – 244 – --- page 254 --- Cash Flow Analysis The following table sets forth our cash flows for the years indicated. Y ear ended December 31, 2023 2024 2025 (RMB in thousands) Operating cash flows before movements in working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(234,077) 201,510 3,726,699 Changes in working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(140,277) (287,500) (3,507,330) Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (10,992) (425,166) Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,640 1,177 5,807 Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(369,714) (95,805) (199,990) Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(92,995) (42,168) (423,865) Net cash flows from financing activities /H1118 341,356 327,414 1,291,359 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(121,353) 189,441 667,504 Cash and cash equivalents at the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118354,659 233,306 424,294 Effect of foreign exchange differences (net) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,547 17,495 Cash and cash equivalents at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233,306 424,294 1,109,293 Net Cash Flows Used in Operating Activities Net cash flows used in operating activities in 2025 was RMB200.0 million, which primarily consists of profit before tax of RMB3,296.2 million, adjusted for certain non-cash and non- operating items. Adjustments for such non-cash and non-operating items primarily include (i) equity-settled share-based payment expenses of RMB290.2 million, and (ii) impairment losses on financial assets, net of RMB81.5 million. The amount was further adjusted by changes in working capital, primarily including (i) an increase in trade and bills receivables of RMB2,886.1 million, (ii) an increase in inventories of RMB1,656.0 million, and (iii) an increase in prepayments, other receivables and other assets of RMB847.0 million, partially offset by an increase in trade payables of RMB798.6 million. Our net operating cash outflow in 2025 was primarily due to the significant increase in sales volume in the year, which led to a corresponding rise in credit sales and a higher balance of outstanding receivables, and an increase in inventories which primarily consisted of finished goods in line with our overall business growth and the increase in order volume for our products. Net cash flows used in operating activities in 2024 was RMB95.8 million, which primarily consists of profit before tax of RMB55.6 million, adjusted for certain non-cash and non-operating items. Adjustments for such non-cash and non-operating items primarily include (i) share-based payments expenses of RMB59.7 million, (ii) depreciation of items of property, plant and equipment of RMB27.2 million, and (iii) depreciation of right-of-use assets of RMB13.6 million. The amount was further adjusted by changes in working capital, primarily including (i) an increase in inventories of RMB287.6 million, and (ii) an increase in trade and bills receivables of RMB352.2 million, partially offset by an increase in trade payables of RMB283.5 million. Our negative operating cash flow in 2024 was primarily due to a significant increase in inventory as a result of strong order volume towards year-end. FINANCIAL INFORMATION – 245 – --- page 255 --- Net cash flows used in operating activities in 2023 was RMB369.7 million, which primarily consists of loss before tax of RMB373.3 million, adjusted for certain non-cash and non-operating items. Adjustments for such non-cash and non-operating items primarily include (i) share-based payments expenses of RMB124.0 million, (ii) depreciation of items of property, plant and equipment of RMB10.1 million, and (iii) depreciation of right-of-use assets of RMB8.5 million. The amount was further adjusted by changes in working capital, primarily including (i) an increase in inventories of RMB187.9 million, and (ii) an increase in prepayments, other receivables and other assets of RMB50.6 million, partially offset by an increase in trade payables of RMB75.6 million. Net Cash Flows Used in Investing Activities Net cash flows used in investing activities in 2025 was RMB423.9 million, which consists primarily of (i) purchase of items of property, plant and equipment of RMB352.7 million, and (ii) placement of pledged deposits for derivative financial instruments of RMB48.9 million. Net cash flows used in investing activities in 2024 was RMB42.2 million, which consists primarily of (i) purchase of items of property, plant and equipment of RMB42.9 million, and (ii) placement of restricted cash of RMB14.3 million. Net cash flows used in investing activities in 2023 was RMB93.0 million, which consists primarily of (i) purchase of items of property, plant and equipment of RMB92.2 million, and (ii) placement of restricted cash of RMB54.1 million. Net Cash Flows Generated from Financing Activities Net cash flows generated from financing activities in 2025 was RMB1,291.4 million, which consists primarily of (i) new bank borrowings of RMB1,695.7 million, and (ii) capital contribution from shareholders of RMB1.2 million. Net cash flows generated from financing activities in 2024 was RMB327.4 million, which consists primarily of (i) new bank borrowings of RMB335.9 million, and (ii) capital contribution from shareholders of RMB172.7 million. Net cash flows generated from financing activities in 2023 was RMB341.4 million, which consists primarily of (i) new bank borrowings of RMB203.3 million, and (ii) capital contribution from shareholders of RMB150.0 million. INDEBTEDNESS The following table sets forth our indebtedness as of the dates indicated. As of December 31, As of February 28, 2023 2024 2025 2026 (unaudited) (RMB in thousands) Current Interest-bearing bank borrowings 202,001 385,120 1,710,333 2,198,362 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,419 19,118 13,446 13,807 Non-current Interest-bearing bank borrowings 1,500 – 10,100 27,965 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,043 25,747 11,019 10,354 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118250,963 429,985 1,744,898 2,250,488 FINANCIAL INFORMATION – 246 – --- page 256 --- Our interest-bearing bank borrowings increased from RMB203.5 million as of December 31, 2023 to RMB385.1 million as of December 31, 2024, and further to RMB1,720.4 million as of December 31, 2025, primarily as we secured additional bank loans for working capital purposes to supplement our rapid business expansion. For further details of our interest-bearing bank borrowings and lease liabilities during the Track Record Period, see “— Discussion of Certain Key Items from Our Consolidated Statements of Financial Position.” As of February 28, 2026, being the most recent practicable date for determining our indebtedness, we had unutilized bank facilities of RMB1,278.4 million. Except as otherwise disclosed under the sections titled “— Indebtedness” and “— Contractual Obligations,” as of February 28, 2026, being the latest practicable date for determining our indebtedness, we did not have any material bank overdrafts, loans, or other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgages, charges, other recognized lease liabilities, guarantees, or other material contingent liabilities. Our Directors confirm that there have been no material changes in our indebtedness since February 28, 2026 and up to the date of this Prospectus. Additionally, our Directors confirm that as of the Latest Practicable Date, there was no material covenant on any of our outstanding debt and there was no breach of any covenant during the Track Record Period and up to the Latest Practicable Date. Our Directors further confirm that we did not experience any difficulty in obtaining bank loans and other borrowings or default in payment of bank loans and other borrowings during the Track Record Period and up to the Latest Practicable Date. CAPITAL EXPENDITURES Our historical capital expenditures primarily included purchases of property, plant and equipment and intangible assets such as software. The following table sets forth our capital expenditures for the years indicated. Y ear ended December 31, 2023 2024 2025 (RMB in thousands) Purchases of items of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,157 42,865 352,711 Purchases of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118759 674 396 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/H111892,916 43,539 353,107 We will continue to make capital expenditures to support the expected growth of our business and our expansion plans. For details, see “Future Plans and Use of Proceeds — Use of Proceeds.” We intend to fund these future capital expenditures with financial resources available to us, including our existing cash and bank balances, cash flows generated from our operating activities and net proceeds from the Global Offering. CONTRACTUAL OBLIGATIONS Our contractual commitments relate to property, plant and equipment and lease contracts that have not yet commenced. Our contractual commitments increased from RMB40.1 million as of December 31, 2023 to RMB43.3 million as of December 31, 2024, and further increased to RMB218.9 million as of December 31, 2025, which was in line with our business expansion. FINANCIAL INFORMATION – 247 – --- page 257 --- KEY FINANCIAL RATIOS Y ear ended December 31, 2023 2024 2025 Current ratio (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.4 1.4 1.6 Quick ratio (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.9 1.0 1.1 Debt to asset ratio (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859.8% 64.2% 55.2% Gross margin (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831.3% 46.9% 50.1% Notes: (1) Current ratio is calculated as the total current assets divided by the total current liabilities as at the end of the respective year. (2) Quick ratio is calculated as total current assets less inventories divided by the total current liabilities as at the end of the respective year. (3) Debt to asset ratio is calculated as the total liabilities divided by the total assets as at the end of the respective year, multiplied by 100%. (4) Gross margin is calculated as the gross profit for the year divided by revenue for the year, multiplied by 100%. For a detailed discussion on the historical changes of these key financial ratios, see “— Year-to-Year Comparison of Results of Operations” and “— Discussion of Certain Key Items From our Consolidated Statements of Financial Position.” RULE 13.46(2) OF THE LISTING RULES Rule 13.46(2) of the Listing Rules requires a PRC issuer to send an annual report or a summary financial report to its shareholders within four months after the end of the financial year to which the report relates. Since (1) this Prospectus already includes the financial information of the Company for the year ended December 31, 2025 as required under Appendix D2 to the Listing Rules in relation to annual reports; (2) we will not be in breach of the Articles of Association, laws and regulations of the PRC or other regulatory requirements as a result of not distributing such annual reports and accounts; and (3) we have complied with the applicable code provisions in Part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, we will not separately prepare and publish and send an annual report to our Shareholders for the year ended December 31, 2025. In addition, we will issue an announcement by April 30, 2026 stating that we will not separately prepare and send an annual report to our Shareholders for the year ended December 31, 2025 as the relevant financial information has been included in this Prospectus. We will still comply with the requirements under Rule 13.91(5) of the Listing Rules. RELATED PARTY TRANSACTIONS We enter into transactions with our related parties from time to time. For details of our related party transactions, see Note 33 to the Accountants’ Report included in Appendix I to this Prospectus. Our Directors are of the view that each of the related party transactions set out in Note 33 to the Accountants’ Report included in Appendix I to this Prospectus was conducted in the ordinary course of business on an arm’s length basis and with normal commercial terms between the relevant parties. Our Directors are also of the view that our 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 – 248 – --- page 258 --- OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS As of the Latest Practicable Date, we had not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as Shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. FINANCIAL RISKS DISCLOSURE We are exposed to a variety of financial risks, including interest rate risk, foreign currency risk, credit risk and liquidity risk. Details of the risk to which we are exposed are set out in Note 37 of the Accountants’ Report in Appendix I to this Prospectus. DIVIDENDS No dividend was paid or declared by us or any of our subsidiaries since our incorporation. As of the Latest Practicable Date, we did not have a formal dividend policy or a fixed dividend distribution ratio. PRC laws require that dividends be paid only out of our distributable profits. Distributable profits are our after-tax profits, less appropriations to statutory and other reserves that we are required to make. As advised by our PRC Legal Adviser, as we had distributable profits in view of our retained profits as at December 31, 2025, we may pay dividends to shareholders in accordance with applicable PRC laws and our Articles of Association. Pursuant to our Articles of Association, our Board may declare dividends in the future after taking into account our results of operations, financial conditions, 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 laws and approval by our Shareholders. After the Global Offering, we may declare and pay dividends mainly by cash or by stock that we consider appropriate. Decisions to declare or to pay any dividends in the future will depend on, among other things, our Company’s profitability, operations and development plans, external financing environment, costs of capital, our Company’s cash flows, and other factors that our Directors may consider relevant. Our ability to distribute dividends in the future also depends on whether we can receive dividends from our subsidiaries. WORKING CAPITAL SUFFICIENCY Our Directors are of the opinion, and the Joint Sponsors concur, that, taking into account the financial resources available to our Group, including the estimated net proceeds from the Global Offering and the expected cash flows generated from operating activities, we have sufficient working capital for our present requirements and for the next 12 months from the date of this Prospectus. DISTRIBUTABLE RESERVES As of December 31, 2025, our reserves were RMB3,397.5 million, which represented our capital reserve and retained profits as of the same date. FINANCIAL INFORMATION – 249 – --- page 259 --- LISTING EXPENSES Our listing expenses mainly include (i) underwriting-related expenses, such as underwriting fees and commissions, and (ii) non-underwriting-related expenses, comprising professional fees paid to our legal advisers and reporting accountants for their services rendered in relation to the Listing and the Global Offering, and other fees and expenses. Assuming full payment of the discretionary incentive fee, the estimated total listing expenses (assuming that the Over-allotment Option is not exercised) for the Global Offering are approximately HK$210.8 million, accounting for approximately 4.8% of our gross proceeds. The listing expenses we incurred in the Track Record Period and expect to incur would consist approximately of underwriting-related expenses of HK$154.0 million, professional fees for our legal advisers and reporting accountants of HK$29.1 million and other fees and expenses of HK$27.7 million. An estimated amount of HK$50.0 million for our listing expenses, accounting for approximately 1.1% of our gross proceeds, has been or will be charged to profit or loss and an estimated amount of HK$160.7 million is expected to be recognized directly as a deduction from equity upon the Listing. During the Track Record Period, we incurred RMB38.0 million of listing expenses, among which, RMB5.4 million was included in other receivables and will be subsequently charged to our equity upon completion of the Listing and RMB32.6 million was charged to our profit or loss. NO MATERIAL ADVERSE CHANGE Our Directors have confirmed that, up to the date of the Prospectus, there had been no material adverse change in our financial, operational or trading position, indebtedness, contingent liabilities or prospects since December 31, 2025, being the end date of the periods reported on in the Accountants’ Report set out in Appendix I to this Prospectus, and there had been no event since December 31, 2025 and up to the date of this Prospectus, that would materially affect the information shown in the Accountants’ Report set out in Appendix I to this Prospectus. DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES Our Directors confirm that, except for the amounts due from related parties as disclosed in this section, as of the Latest Practicable Date, there were no circumstances that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules. UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS Please refer to “Appendix II — Unaudited Pro Forma Financial Information” for further details. FINANCIAL INFORMATION – 250 – --- page 260 --- FUTURE PLANS See the section headed “Business — Our Growth Strategies” for a detailed description of our future plans. USE OF PROCEEDS Based on an Offer Price of HK$324.20 per Offer Share, we estimate that we will receive net proceeds of approximately HK$4,189.9 million from the Global Offering after deducting the underwriting fees and commissions and estimated expenses payable by us in connection with the Global Offering (assuming the Over-allotment Option is not exercised). We intend to use the net proceeds as follows:  approximately 38.0%, or HK$1,592.2 million, will be used to further grow our R&D team and upgrade our R&D equipment and technologies, including: (i) approximately 31.0%, or HK$1,298.9 million, will be used to expand our R&D team, across hardware and software research areas including photovoltaic energy storage and charging technologies. We plan to hire approximately 300 to 500 new R&D employees each year between 2026 and 2029, totaling around 1,600 new hires over the period. These additional R&D resources are expected to enhance our product development efficiency, strengthen innovation capabilities, and enable us to respond more rapidly to evolving customer needs and regulatory requirements in global markets; The following table sets forth the detailed hiring plan and salary range for our R&D employees by function from 2026 to 2029. Y ear Function Number of R&D employees to be hired Salary Range (Annual salary per person) 2026 /H1118/H1118/H1118Product Management 25 to 40 RMB0.3 million to RMB1.0 million Development 250 to 400 RMB0.3 million to RMB1.0 million Maintenance 25 to 60 RMB0.3 million to RMB1.0 million 2027 /H1118/H1118/H1118Product Management 25 to 40 RMB0.3 million to RMB1.0 million Development 250 to 400 RMB0.3 million to RMB1.0 million Maintenance 25 to 60 RMB0.3 million to RMB1.0 million 2028 /H1118/H1118/H1118Product Management 25 to 40 RMB0.3 million to RMB1.0 million Development 250 to 400 RMB0.3 million to RMB1.0 million Maintenance 25 to 60 RMB0.3 million to RMB1.0 million 2029 /H1118/H1118/H1118Product Management 25 to 40 RMB0.3 million to RMB1.0 million Development 250 to 400 RMB0.3 million to RMB1.0 million Maintenance 25 to 60 RMB0.3 million to RMB1.0 million FUTURE PLANS AND USE OF PROCEEDS – 251 – --- page 261 --- (ii) approximately 7.0%, or HK$293.3 million, will be used for enhancing our equipment and technologies used in product R&D and design, product verification, and product testing. Specifically: /L50537for product R&D and design, we plan to introduce advanced computer- aided design (CAD) and simulation software and install high- performance computing equipment and professional design tools to achieve more accurate and efficient product design; /L50537for product verification, we plan to acquire high-precision testing instruments and equipment, such as battery performance testers and EMS verification equipment for more complex and comprehensive product verification capabilities; /L50537for product testing, we plan to expand our testing facilities with additional types of testing equipment to increase the number of products we can test simultaneously, while introducing advanced automated testing systems to improve testing efficiency and accuracy; and /L50537we will also strengthen our investment in environmental simulation test equipment, which can simulate various extreme climatic and working conditions and conduct all-round performance tests on products; These R&D investments are expected to improve overall product quality, reduce the development cycle of new products, and support compliance with diverse international certification standards, which in turn will enhance our competitiveness and accelerate market expansion.  approximately 32.0%, or HK$1,340.8 million, will be used to strengthen our marketing and after-sales services to drive expansion of our global customer base and business coverage. In the past few years, the ESS industry had witnessed a significant growth, with global ESS annual shipments increasing from 14.2 GWh in 2020 to 230.0 GWh in 2024, at a CAGR of 100.6%, according to Frost & Sullivan. Furthermore, the growth in distributed ESS shipments outstripped the overall ESS industry, increasing from 4.1 GWh in 2020 to 82.7 GWh in 2024, at a CAGR of 111.7%. Such growth momentum is expected to continue in the near future, with the market size for distributed ESS shipments expected to further grow to 307.9 GWh by 2030, representing a CAGR of 24.3% from 2025 to 2030 at a higher growth rate than that of overall ESS industry in the same period. To better position ourselves to capture the attractive growth potential, we believe it is in our best interest to continue to scale our business across a global platform, leveraging on our existing competitive advantages and strengthening our marketing and after-sales services. We aim to (i) expand our existing international presence in the Europe, APAC and Africa regions, (ii) maintain our market presence in the North America region, while exploring favorable long term market opportunities for market expansion, and (iii) explore entry into new and emerging markets such as Latin America, the Middle East and Central Asia. See “Business — Our Growth Strategies — Accelerate Global Expansion.” Specifically in connection with our marketing and after-sales expansion efforts: (i) approximately 22.0%, or HK$921.8 million, will be used expand our customer service teams across our key global markets to further enhance the quality and responsiveness of our customer services. We plan to hire approximately 200 to 400 additional sales and customer service personnel each year between 2026 and 2029, totaling around 1,200 new hires over the period. These hires will allow us to strengthen our local service presence, shorten response time for technical support, FUTURE PLANS AND USE OF PROCEEDS – 252 – --- page 262 --- and improve end-user satisfaction across key regions. We expect this expansion to contribute to higher customer retention, smoother product onboarding, and greater referral-based sales growth; The following table sets forth the detailed hiring plan and salary range for our sales and customer services employees by function from 2026 to 2029. Y ear Function Number of Sales and Customer Services Employees Salary Range (Annual salary per person) 2026 /H1118/H1118/H1118Sales 150 to 250 RMB0.3 million to RMB0.8 million Customer services 50 to 150 RMB0.25 million to RMB0.7 million 2027 /H1118/H1118/H1118Sales 150 to 250 RMB0.3 million to RMB0.8 million Customer services 50 to 150 RMB0.25 million to RMB0.7 million 2028 /H1118/H1118/H1118Sales 150 to 250 RMB0.3 million to RMB0.8 million Customer services 50 to 150 RMB0.25 million to RMB0.7 million 2029 /H1118/H1118/H1118Sales 150 to 250 RMB0.3 million to RMB0.8 million Customer services 50 to 150 RMB0.25 million to RMB0.7 million We plan to hire generally across our key markets, including Europe, APAC (excluding Chinese Mainland), Africa, Chinese Mainland, Central Asia and the Americas, with no key focus market, dynamically adjusting our hiring strategy in each region to reflect local demand and market shifts. (ii) approximately 5.0%, or HK$209.5 million, will be used to organize branding and marketing activities worldwide across both online and offline channels to enhance customer development and strengthen brand awareness. These activities are expected to support lead generation and drive conversion in target regions, helping to diversify our revenue base and accelerate our entry into new markets; and (iii) approximately 5.0%, or HK$209.5 million, will be used to develop our global digital customer service platform for delivery, service and warranties across key markets, including Europe, North America, and the Asia-Pacific region, which we expect to improve our ability to quickly respond to after-sales requests, enhancing user experience; This digital infrastructure will enable end-to-end visibility and automation for warranty tracking, fault reporting and service coordination, ultimately reducing support costs and improving service reliability as we scale globally.  approximately 12.0%, or HK$502.8 million, will be used for expansion of production capacity. We have completed construction work for a new production base in Nantong, Jiangsu for the production of C&I and residential ESS solutions, which is expected to enter full commercial production in 2027, with an estimated total capital expenditure of RMB500 million. The expected annual production capacity is approximately 1.4 GWh in ESS battery packs and 190,000 inverter units. We intend to use the proceeds to fund civil engineering, construction of the production base and supporting infrastructure, FUTURE PLANS AND USE OF PROCEEDS – 253 – --- page 263 --- equipment procurement and installation, and production planning. If our production expansion plan proceeds as scheduled, we expect the design annual capacity to reach 10 GW and 5 GWh by 2026. This facility is expected to support our increasing sales volumes, alleviate production burdens at our existing Lin-gang site, and enable a more diversified and flexible manufacturing layout. The Nantong facility is also expected to improve manufacturing efficiency and reduce per-unit production costs through improved layout, automation upgrades, and localized supply chains. In addition, the expanded capacity will enable faster response to regional demand, shorten delivery lead times, and enhance supply chain resilience. See “Business — Manufacturing — Planned Production Capacity Expansion” for more details;  approximately 9.0%, or HK$377.1 million, will be used to diversify our product portfolio and expand our C&I ESS solutions, including: (i) approximately 5.0%, or HK$209.5 million, will be used to develop and iterate on smart C&I ESS solutions, across inverters, battery packs, architecture and system solutions research levels. These investments are expected to enable us to broaden our product offerings for customers, improve product performance and reliability, and strengthen our differentiation in the high-growth C&I segment. In particular: /L50537for our inverters, we will invest in technological R&D, optimized circuit design, adoption of advanced semiconductor materials and efficient heat dissipation technologies; /L50537for our battery packs, we plan to invest in R&D of new electrode materials and advanced BMS to accurately control charging and minimize battery attenuation, increasing conversion efficiency and extending product life, as well as advanced multi-layer protection mechanisms to enhance the safety profile of our products, including overcharge and over-discharge protection, temperature monitoring and short-circuit protection; /L50537in terms of architectural design, we will continue to strengthen our R&D and production capabilities for our modular architecture design, maintaining our unique value propositions in flexibility, scalability and ease of installation and maintenance; and /L50537at the system solutions level, we plan to further invest in modular ESS system R&D across design, component integration, system installation and maintenance, remote operation, and deeper integration of AI for efficient system scheduling and autonomous operation; (ii) approximately 2.0%, or HK$83.8 million, will be used for upgrading the computing power, intelligence and storage capacity of our cloud-native Sigen Cloud platform, investing in advanced algorithms and machine learning technologies to further optimize our real-time monitoring and analysis capabilities, while also enhancing our cloud-native architecture through adopting a mix of public and private cloud servers. These upgrades are expected to improve energy optimization, reduce response time, and enhance the scalability and data security of our cloud platform as our user base grows; and (iii) approximately 2.0%, or HK$83.8 million, will be used to develop and expand the product portfolio ancillary to our ESS solutions, such as our EV AC chargers. This will allow us to offer a more comprehensive, vertically integrated product suite that supports broader application scenarios and increases customer stickiness;  the remaining approximately 9.0%, or HK$377.1 million, will be used for working capital and general corporate purposes. FUTURE PLANS AND USE OF PROCEEDS – 254 – --- page 264 --- If the Over-allotment Option is fully exercised, our Company will receive net proceeds of approximately HK$4,826.8 million for 15,609,900 Shares to be allotted and issued upon the full exercise of the Over-allotment Option based on the Offer Price of HK$324.20 per Offer Share, after deducting the underwriting fees and commissions payable by our Company. The additional amount raised will be applied to the above areas of use of proceeds on pro rata basis. To the extent that the net proceeds from the Global Offering are not immediately required for the above purposes and to the extent permitted by the relevant law and regulations, we will only place the net proceeds from the Global Offering in short-term interest-bearing accounts at licensed commercial banks and/or other authorized financial institutions (as defined under the Securities and Futures Ordinance or applicable laws and regulations in other jurisdictions). We will make an appropriate announcement if there is any change to the above proposed use of proceeds. FUTURE PLANS AND USE OF PROCEEDS – 255 – --- page 265 --- HONG KONG UNDERWRITERS CLSA Limited BNP Paribas Securities (Asia) Limited China International Capital Corporation Hong Kong Securities Limited UNDERWRITING This Prospectus is published solely in connection with the Hong Kong Public Offering. The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional basis. The International Offering is expected to be fully underwritten by the International Underwriters. The Global Offering comprises the Hong Kong Public Offering of initially 1,357,400 Hong Kong Offer Shares and the International Offering of initially 12,216,500 International Offer Shares, subject to, in each case, reallocation on the basis as described in the section headed “Structure of the Global Offering” in this Prospectus as well as the Over-allotment Option (applicable only to the International Offering). UNDERWRITING ARRANGEMENTS Hong Kong Public Offering Hong Kong Underwriting Agreement We have entered into the Hong Kong Underwriting Agreement with, among others, the Hong Kong Underwriters on April 2, 2026. Pursuant to the Hong Kong Underwriting Agreement, we are offering the Hong Kong Offer Shares for subscription by the public in Hong Kong at the Offer Price on, and subject to, the terms and conditions set out in this Prospectus and the Hong Kong Underwriting Agreement. Subject to (a) the Listing Committee granting listing of, and permission to deal in, our H Shares in issue and to be issued pursuant to the Global Offering (including additional H Shares which may be issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be converted from Unlisted Shares on the Main Board of the Hong Kong Stock Exchange and the listing and permission not having been revoked; and (b) certain other conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong Underwriters have agreed severally (but not jointly) to subscribe for, or procure subscribers for, their respective applicable proportions of the Hong Kong Offer Shares being offered but which are not taken up under the Hong Kong Public Offering, on the terms and conditions set out in this Prospectus and the Hong Kong Underwriting Agreement. The Hong Kong Underwriting Agreement is conditional upon and subject to, among other things, the International Underwriting Agreement having been entered into, becoming unconditional and not having been terminated. UNDERWRITING – 256 – --- page 266 --- Grounds for Termination The Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters), can, in their sole and absolute discretion, by a notice in writing to us, terminate the Hong Kong Underwriting Agreement with immediate effect if, at any time at or prior to 8:00 a.m. on the Listing Date: (a) there develops, occurs, exists or comes into force: (i) any event, or series of events, in the nature of force majeure (including, without limitation, any acts of government, declaration of a local, national, regional or international emergency or war, calamity, crisis, epidemic, pandemic, outbreaks, escalation, adverse mutation or aggravation of diseases (including, without limitation, COVID-19, Severe Acute Respiratory Syndrome (SARS), swine or avian flu, H5N1, H1N1, H7N9, Ebola virus, Middle East respiratory syndrome and such related/mutated forms), comprehensive sanctions, economic sanctions, strikes, labour disputes, lock outs, other industrial actions, fire, explosion, flooding, earthquake, tsunami, volcanic eruption, civil commotion, rebellion, riots, public disorder, acts of war, outbreak or escalation of hostilities (whether or not war is declared), acts of God, acts of terrorism (whether or not responsibility has been claimed), paralysis in government operations, interruptions or delay in transportation) in or affecting Hong Kong, the PRC, the United States, the United Kingdom, the European Union (or any member thereof), Singapore, Japan or any other jurisdiction relevant to the Group (each a “ Relevant Jurisdiction ” and collectively, the “ Relevant Jurisdictions ”); or (ii) any change or development involving a prospective change, or any event or circumstances or series of events likely to result in any change or development involving a prospective change, in any local, national, regional or international financial, economic, political, military, industrial, legal, fiscal, regulatory, currency, credit or market matters or conditions, equity securities or exchange control or any monetary or trading settlement system or other financial markets (including, without limitation, conditions in the stock and bond markets, money and foreign exchange markets, interbank markets and credit markets), in or affecting any of the Relevant Jurisdictions; or (iii) any local, national, regional or international outbreak or escalation of hostilities (whether or not war is or has been declared) or other state of emergency or calamity or crisis in whatever form, political change, paralysis of government operations, interruption or delay in transportation, other industry action in or directly or indirectly affecting any Relevant Jurisdiction; or (iv) any moratorium, suspension or restriction (including, without limitation, any imposition of or requirement for any minimum or maximum price limit or price range) in or on trading in securities generally on the Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market, the London Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Tokyo Stock Exchange or the Singapore Stock Exchange; or (v) any general moratorium on commercial banking activities in the PRC (imposed by the People’s Bank of China), Hong Kong (imposed by the Financial Secretary or the Hong Kong Monetary Authority or other competent authority), New York (imposed at the U.S. Federal or New York State level or by any other Authority), London, the European Union (or any member thereof) or any of the other Relevant UNDERWRITING – 257 – --- page 267 --- Jurisdictions (declared by any relevant competent authority) or any disruption in commercial banking or foreign exchange trading or securities settlement or clearance services, procedures or matters in or affecting any of the Relevant Jurisdictions; or (vi) any new Law or regulation or any change or development involving a prospective change in existing Laws or regulations or any change or development involving a prospective change in the interpretation or application thereof by any court or any other Authority in or affecting any of the Relevant Jurisdictions; or (vii) (i) the imposition of sanctions under any sanctions laws or regulations, (ii) the imposition of export controls, or (iii) 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 of the Relevant Jurisdictions or relevant to the business operations of the Company or any member of the Group; or (viii) any change or development involving a prospective change or amendment in or affecting taxation or foreign exchange control, currency exchange rates or foreign investment regulations (including, without limitation, a devaluation of the United States dollar, the Hong Kong dollar or RMB against any foreign currencies or a change in the system under which the value of the Hong Kong dollar is linked to that of the United States dollar or RMB is linked to any foreign currency or currencies), or the implementation of any exchange control, in any of the Relevant Jurisdictions or affecting an investment in the Offer Shares; or (ix) the issue or requirement to issue by the Company of a supplement or amendment to this Prospectus, the offering circular, the CSRC filings 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 (x) any litigation, dispute, proceeding, legal action or claim or regulatory or administrative investigation or action being threatened, instigated or announced against any member of the Group, any Director, Supervisor or any member of the senior management of the Company; or (xi) any contravention by any member of the Group or any Director, Supervisor or any member of the senior management of the Company of any applicable laws and regulations, including the Listing Rules, the Companies Ordinance, the Companies (WUMP) Ordinance and the PRC Company Law; or (xii) any non-compliance of this prospectus or the CSRC filings (or any other documents used in connection with the contemplated subscription and sale of the Offer Shares or any aspect of the Global Offering) with the Listing Rules or any other applicable laws and regulations (including, without limitation, the Listing Rules, the Companies Ordinance, the Companies (WUMP) Ordinance and the relevant rules of the CSRC); or (xiii) that the Chairman of the Board, any executive Director, Supervisor or any member of senior management of the Company named in this Prospectus seeks to retire, or is removed from office or vacates his/her office; or (xiv) any change or prospective change, or a materialization of, any of the risks set out in the section headed “Risk Factors” in this Prospectus, UNDERWRITING – 258 – --- page 268 --- which, in any such case individually or in the aggregate, in the sole and absolute opinion of the Joint Sponsors and the Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters): (A) has or will have or is likely to have a material adverse effect or any development involving a prospective material adverse effect, on or affecting the assets, liabilities, business, general affairs, management, prospects, shareholders’ equity, profits, losses, earnings, solvency, liquidity position, funding, results of operations, position or condition, financial, operational or otherwise, or performance of the Group, taken as a whole; (B) has or will have or is likely to have a material adverse effect on the success or marketability of the Global Offering or the level of applications for or the distribution of the Offer Shares under the Hong Kong Public Offering or the level of indications of interest under the International Offering; or (C) makes or will make or is likely to make it inadvisable, inexpedient, impracticable or incapable 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 Global Offering Documents; or (D) has or will or is likely to have the effect of making any part of the Hong Kong Underwriting Agreement (including underwriting the Hong Kong Public Offering) incapable or impracticable of performance in accordance with its terms or preventing or delaying the processing of applications and/or payments pursuant to the Global Offering or pursuant to the underwriting thereof; or (b) there has come to the notice of the Joint Sponsors and the Sponsor-Overall Coordinators that: (i) any statement contained in any of the Offering Documents and/or any notices, announcements, advertisements, communications or other documents (including any announcement, circular, document or other communication pursuant to the Hong Kong Underwriting Agreement) issued or used by or on behalf of the Company in connection with the Global Offering (including any supplement or amendment thereto) (the “ Global Offering Documents ”) was, when it was issued, or has become, untrue, incorrect, inaccurate or incomplete in any material respect or misleading or deceptive, or that any estimate, forecast, expression of opinion, intention or expectation contained in any such documents, was, (including any supplement or amendment thereto) was, when it was issued, or has become, not fair and honest or not based on reasonable assumptions with reference to the facts and circumstances then subsisting; or (ii) any statement contained in any of the CSRC filings was, when it was issued, or has become, untrue, incorrect, inaccurate or incomplete or misleading or deceptive, or that any estimate, forecast, expression of opinion, intention or expectation contained in any such documents, was, (including any supplement or amendment thereto) was, when it was issued, or has become, not fair and honest or not based on reasonable assumptions with reference to the facts and circumstances then subsisting; or (iii) 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 misstatement in, or omission from, any Global Offering document or the CSRC filing; or (iv) there is a breach of, or any event or circumstance rendering untrue, incorrect, incomplete or misleading in any respect, any of the representations or warranties given by the Company or the Controlling Shareholders in the Hong Kong Underwriting Agreement or the International Underwriting Agreement (including any supplement or amendment thereto), as applicable; or UNDERWRITING – 259 – --- page 269 --- (v) there is a material breach of any of the obligations or undertakings imposed upon the Company or the Controlling Shareholders or any cornerstone investor (as applicable) under the Hong Kong Underwriting Agreement, the International Underwriting Agreement or the Cornerstone Investment Agreements (including any supplement or amendment thereto); or (vi) there is an 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 given by the Indemnifying Parties in the Hong Kong Underwriting Agreement or the International Underwriting Agreement (including any supplement or amendment thereto); or (vii) there is any material adverse effect or any change or development involving a prospective change constituting or having a material adverse effect; 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 Over-allotment Option), other than subject to any applicable conditions, is refused or not granted on or before the Listing Date, or if granted, the approval is subsequently withdrawn, cancelled, qualified (other than by any applicable conditions), revoked or withheld; or (ix) (A) the notice of acceptance of the CSRC filings issued by the CSRC and/or the results of the CSRC filings published on the website of the CSRC is rejected, withdrawn, revoked or invalidated; or (B) other than with the prior written consent of the Sponsor-Overall Coordinators, the issue or requirement to issue by the Company of a supplement or amendment to the CSRC filings pursuant to the CSRC rules or upon any requirement or request of the CSRC; or (C) any non-compliance of the CSRC filings with the CSRC rules or any other applicable Laws; or (x) any person has withdrawn its consent to the issue of this Prospectus with the inclusion of its reports, letters and/or legal opinions (as the case may be) and references to its name included in the form and context in which it respectively appears; or (xi) the Company withdraws this Prospectus (and/or any other documents used in connection with the Global Offering) or the Global Offering; or (xii) there is a prohibition on the Company for whatever reason from offering, allotting, issuing or selling any of the Offer Shares (including pursuant to any exercise of the Over-Allotment Option) pursuant to the terms of the Global Offering; or (xiii) any Director, Supervisor or member of senior management of the Company is being charged with an indictable offence or is prohibited by operation of Law or otherwise disqualified from taking part in the management of a company or taking a directorship of a company, or there is a commencement by any Authority of any investigation or other action possibly leading to an indictable offence or disqualification from taking part in the management of a company or taking a directorship of a company against any Director, Supervisor or member of senior management of the Company in his or her capacity as such or any member of the Group or an announcement by any Authority that it intends to commence any such investigation or take any such action; or (xiv) any demand by creditors for repayment of indebtedness or an order or petition for the winding up or liquidation of any major subsidiary of the Group or any composition or arrangement made by any major subsidiary of the Group with its UNDERWRITING – 260 – --- page 270 --- creditors or a scheme of arrangement entered into by any major subsidiary of the Group or any resolution for the winding-up of any major subsidiary of the Group or the appointment of a provisional liquidator, receiver or manager over all or part of the assets or undertaking of any major subsidiary of the Group or anything analogous thereto occurring in respect of any major subsidiary of the Group; or (xv) there is an order or petition for the winding-up of any major subsidiary of the Group or any composition or arrangement made by any major subsidiary of the Group with its creditors or a scheme of arrangement entered into by any major subsidiary of the Group or any resolution for the winding-up of any major subsidiary of the Group or the appointment of a provisional liquidator, receiver or manager over all or part of the assets or undertaking of any major subsidiary of the Group or anything analogous thereto occurring in respect of any major subsidiary of the Group; or (xvi) 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. Indemnity We have agreed to indemnify the Hong Kong Underwriters for certain losses which they may suffer or incur, including losses arising from their performance of their obligations under the Hong Kong Underwriting Agreement and any breach by us of the Hong Kong Underwriting Agreement. The Hong Kong Underwriters’ Interests in our Company Save for their respective obligations under the Hong Kong Underwriting Agreement, as of the Latest Practicable Date, none of the Hong Kong Underwriters was interested directly or indirectly in any Shares or any securities of any member of our Group or had any right or option (whether legally enforceable or not) to subscribe for or purchase, or to nominate persons to subscribe for or purchase, any Shares or any securities of any member of our Group. The Hong Kong Underwriters and their affiliates may, subject to applicable laws and regulations and in their ordinary and usual course of business, (i) provide financing in connection with the subscription for, or purchase of, our securities with security interests over all or part of such securities subscribed or purchased, and/or (ii) participate in or facilitate the subscription for, or purchase of, our securities. Lock Up Arrangement Undertakings to the Hong Kong Stock Exchange pursuant to the Listing Rules (A) Undertakings given by us Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Hong Kong Stock Exchange that we will not exercise our power to issue further Shares, or securities convertible into Shares (whether or not of a class already listed), or form the subject of any agreement to such an issue within six months from the Listing Date (whether or not such issue of Shares or securities will be completed within six months from the Listing Date) except the Offer Shares to be issued pursuant to the Global Offering (including any additional Shares which may be issued pursuant to the exercise of the Over-allotment Option), or under any of the circumstances provided under Rule 10.08 of the Listing Rules. UNDERWRITING – 261 – --- page 271 --- (B) Undertakings by each of our Controlling Shareholders Pursuant to Rule 10.07 of the Listing Rules, each of the Controlling Shareholders has undertaken to the Hong Kong Stock Exchange and us that, except pursuant to the Global Offering, the shareholder will not and will procure that the relevant registered holder(s) will not (without the prior written consent of the Hong Kong Stock Exchange or unless otherwise in compliance with the applicable requirements of the Listing Rules): (i) in the period commencing on the date by reference to which disclosure of the shareholder’s holding of Shares is made in this Prospectus and ending on the date which is six months from the Listing Date (the “ First Six-month Period ”), directly or indirectly dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of our Shares (or our other securities) in respect of which the shareholder is shown in this Prospectus to be the beneficial owner; or (ii) in the period of six months from the expiry of the First Six-month Period (the “ Second Six-month Period ”), directly or indirectly, dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the Shares or securities referred to in (i) above if, immediately following the disposal or upon the exercise or enforcement of the options, rights, interests or encumbrances, the shareholder would cease to be our controlling shareholder. In addition, pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, each of the Controlling Shareholders has undertaken to the Hong Kong Stock Exchange and us that, within the period commencing on the date by reference to which disclosure of the shareholder holding of our Shares is made in this Prospectus and ending on the date which is 12 months from the Listing Date, the shareholder will and will procure that the relevant registered holder(s) will: (i) when the shareholder pledges or charges any Shares (or our other securities) beneficially owned by the shareholder in favor of an authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan, immediately inform us of such pledge or charge together with the number of Shares (or our other securities) so pledged or charged; and (ii) when the shareholder receives indications, either verbal or written, from the pledgee or chargee of Shares (or our other securities) that those pledged or charged Shares (or our other securities) will be disposed of, immediately inform us of the indications. We will inform the Hong Kong Stock Exchange as soon as we have been informed of the above matters by any of the Controlling Shareholders and disclose those matters by way of an announcement as required under the Listing Rules. UNDERWRITING – 262 – --- page 272 --- Undertakings pursuant to the Hong Kong Underwriting Agreement (A) Undertaking by us Pursuant to the Hong Kong Underwriting Agreement, we have undertaken to each of the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters not to (except for the offer, allotment and issue of the Offer Shares pursuant to the Global Offering, including pursuant to any exercise of the Over-allotment Option), during the period commencing on the date of the Hong Kong Underwriting Agreement and until the expiry of the First Six-month Period, without the prior written consent of the Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules: (a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, hedge, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an encumbrance over, or contract or agree to transfer or dispose of or create an encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares or any other securities of ours or any interest in any of the foregoing (including any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to subscribe for or purchase, any Shares or any other equity securities of ours); or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares or any other securities of ours or any interest in any of the foregoing (including any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to subscribe for or purchase, any Shares or any other securities of ours); or (c) enter into any transaction with the same economic effect as any transaction described in paragraph (a) or (b) above; or (d) offer to or agree to or announce any intention to effect any such transaction specified in paragraph (a), (b) or (c) above, in each case, whether the transaction is to be settled by delivery of Shares or such other equity securities of ours or in cash or otherwise (whether or not the allotment or issue of Shares or such other securities of ours will be completed within the First Six-month Period). If, at any time during the Second Six-month Period, we enter into any of the transactions specified in paragraph (a), (b) or (c) above or offers to or agrees to or announces any intention to effect any such transaction, we will take all reasonable steps to ensure that such transaction, offer, agreement or announcement will not create a disorderly or false market in the H Shares or any other equity securities of ours. We have undertaken to each of the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that we will, and each of our Controlling Shareholders has undertaken to each of the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters to procure that we will, comply with the minimum public float requirements specified in the Listing Rules or in any waiver granted to us and not revoked by the Hong Kong Stock Exchange (the “ Minimum Public Float Requirement ”). In addition, we have undertaken to each UNDERWRITING – 263 – --- page 273 --- of the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that we will not, and each of our Controlling Shareholders has undertaken to each of the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters to procure that we will not, agree to or effect any purchase of Shares which may reduce the holdings of Shares held by the public (as defined in Rule 8.24 of the Listing Rules) below the Minimum Public Float Requirement on or before the first anniversary of the Listing Date. (B) Undertaking by the Controlling Shareholders Pursuant to the Hong Kong Underwriting Agreement, each of our Controlling Shareholders has undertaken to us, and each of the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that, without the prior written consent of the Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules: (a) our Controlling Shareholders will not, at any time during the First Six-month Period: (i) sell, offer to sell, contract or agree to sell, mortgage, charge, pledge, hypothecate, hedge, lend, grant or sell any option, warrant, contract or right to purchase, grant or purchase any option, warrant, contract or right to sell, or otherwise transfer or dispose of or create an encumbrance over, or agree to transfer or dispose of or create an encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares, any equity securities of ours or any interest in any of the foregoing (including any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or any other equity securities of ours) beneficially owned by it as of the Listing Date (the “ Locked-up Securities ”); (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Locked-up Securities; (iii) enter into any transaction with the same economic effect as any transaction specified in paragraph (i) or (ii) above; or (iv) offer to or agree to or announce any intention to effect any transaction specified in paragraph (i), (ii) or (iii) above, in each case, whether the transaction is to be settled by delivery of Shares or such other securities of ours or in cash or otherwise; or (b) our Controlling Shareholders will not, at any time during the Second Six-month Period, enter into any of the transactions specified in paragraph (i), (ii) or (iii) above in respect of any Locked-up Securities or offer to or agree to or announce any intention to effect any such transaction if, immediately following any sale, transfer or disposal or upon the exercise or enforcement of any option, right, interest or encumbrance pursuant to such transaction, its shareholding in us will be reduced below 50%; and (c) until the expiry of the Second Six-month Period, in the event that it enters into any of the transactions specified in paragraph (i), (ii) or (iii) above in respect of any Locked-up Securities or offers to or agrees to or announces any intention to effect any such UNDERWRITING – 264 – --- page 274 --- transaction, it will take all reasonable steps to ensure that any such transaction, offer, agreement or announcement will not create a disorderly or false market in the Shares or any other equity securities of ours. International Offering International Underwriting Agreement In connection with the International Offering, we expect to enter into the International Underwriting Agreement with, among others, the International Underwriters on or around April 14, 2026. Under the International Underwriting Agreement, the International Underwriters would, subject to certain conditions, severally (but not jointly) agree to purchase or procure purchasers for the International Offer Shares initially offered pursuant to the International Offering. It is expected that the International Underwriting Agreement may be terminated on grounds similar to those contained in the Hong Kong Underwriting Agreement. See the subsection headed “Structure of the Global Offering — The International Offering” for further details. Over-allotment Option We intend to grant to the International Underwriters the Over-allotment Option, exercisable in whole or in part, at the sole and absolute discretion of the Sponsor-Overall Coordinators on behalf of the International Underwriters from the Listing Date until 30 days from the last day permitted for the making of applications under the Hong Kong Public Offering, pursuant to which we may be required to allot and issue up to an aggregate of 2,036,000 additional H Shares, representing 15.0% of the number of Offer Shares initially available under the Global Offering at the Offer Price to cover over-allocations in the International Offering, if any. See the subsection headed “Structure of the Global Offering — Over-allotment Option” for details. COMMISSION AND EXPENSES The Underwriters will receive an underwriting commission (the “ Fixed Fee ”) of 2.25% of the aggregate Offer Price of all the Offer Shares (including any Offer Shares to be issued pursuant to the exercise of the Over-allotment Option). For unsubscribed Hong Kong Offer Shares reallocated to the International Offering, the underwriting commission will not be paid to the Hong Kong Underwriters but will instead be paid to the International Underwriters. In addition, the Underwriters may receive a discretionary incentive fee (the “ Discretionary Fee ”) of up to 1.25% of the aggregate Offer Price of all the Offer Shares (including any Offer Shares to be issued pursuant to the exercise of the Over-allotment Option). The ratio of Fixed Fees and Discretionary Fees (if fully paid) is therefore 64:36. Assuming the Over-allotment Option is not exercised at all, and based on an Offer Price of HK$324.20 per H Share, the aggregate commissions and fees (exclusive of any discretionary incentive fee), together with the Stock Exchange listing fees, the SFC transaction levy, the AFRC transaction levy, the Hong Kong Stock Exchange trading fee, legal and other professional fees and printing and other expenses relating to the Global Offering to be borne by the Company are estimated to amount to approximately RMB137.7 million in aggregate. JOINT SPONSORS’ FEES The sponsors’ fees payable to the Joint Sponsors are US$900,000 in aggregate. JOINT SPONSORS’ INDEPENDENCE The Joint Sponsors satisfies the independence criteria set out in Rule 3A.07 of the Listing Rules. UNDERWRITING – 265 – --- page 275 --- ACTIVITIES BY UNDERWRITERS Each of the Underwriters and their respective affiliates may individually undertake a variety of activities which do not form part of the underwriting or stabilizing process. The Underwriters and their respective affiliates are diversified financial institutions with relationships in countries around the world. These entities engage in a wide range of commercial and investment banking, brokerage, funds management, trading, hedging, investing and other activities for their own account and for the account of others. In the ordinary course of their business activities, the Underwriters and their respective affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers. These investment and trading activities may involve or relate to our assets, securities and/or instruments and/or persons and entities with relationships with us and may also include swaps and other financial instruments entered into for hedging purposes in connection with our loans and other debt. In relation to our H Shares, the activities of the Underwriters and their respective affiliates may include acting as agent for buyers and sellers of our H Shares, entering into transactions with those buyers and sellers in a principal capacity, including as a lender to initial purchasers of our H Shares (whose financing may be secured by our H Shares) in the Global Offering, proprietary trading in our H Shares, and entering into over the counter or listed derivative transactions or listed or unlisted securities transactions (including issuing securities such as derivative warrants listed on a stock exchange) which have as their underlying assets, assets including our H Shares. Such transactions may be carried out as bilateral agreements or trades with selected counterparties. Those activities may require hedging activity by those entities involving, directly or indirectly, the buying and selling of our H Shares, which may have a negative impact on the trading price of our H Shares. All such activities may take place in Hong Kong and elsewhere in the world and may result in the Underwriters and their respective affiliates holding long and/or short positions in our H Shares, in baskets of securities or indices including our H Shares, in units of funds that may purchase our H Shares, or in derivatives related to any of the foregoing. In relation to issues by the Underwriters or their respective affiliates of any listed securities having our H Shares as their underlying securities, whether on the Hong Kong Stock Exchange or on any other stock exchange, the rules of the stock exchange may require the issuer of those securities (or one of its affiliates or agents) to act as a market maker or liquidity provider in the security, and this will also result in hedging activity in our H Shares in most cases. All these activities may occur both during and after the end of the stabilizing period described in the section headed “Structure of the Global Offering”. Such activities may affect the market price or value of our H Shares, the liquidity or trading volume in our H Shares and the volatility of the price of our H Shares, and the extent to which this occurs from day to day cannot be estimated. It should be noted that when engaging in any of these activities, the Underwriters and their respective affiliates will be subject to certain restrictions, including the following: (a) the Underwriters and their respective affiliates (other than the Stabilizing Manager or any person acting for it) must not, in connection with the distribution of the Offer Shares, effect any transactions (including issuing or entering into any option or other derivative transactions relating to the Offer Shares), whether in the open market or otherwise, with a view to stabilizing or maintaining the market price of any of the Offer Shares at levels other than those which might otherwise prevail in the open market; and UNDERWRITING – 266 – --- page 276 --- (b) the Underwriters and their respective affiliates must comply with all applicable laws and regulations, including the market misconduct provisions of the SFO, including the provisions prohibiting insider dealing, false trading, price rigging and stock market manipulation. Some of the Underwriters or their respective affiliates have provided from time to time and are expected to provide to our Group investment banking and other services in the future for which the Underwriters or their respective affiliates have received or will receive customary fees and commissions. In addition, the Underwriters or their respective affiliates may provide financing to investors to finance their subscriptions of Offer Shares in the Global Offering. UNDERWRITING – 267 – --- page 277 --- THE GLOBAL OFFERING The Global Offering consists of (subject to reallocation and the Over-allotment Option as described below): (a) the Hong Kong Public Offering of initially 1,357,400 H Shares as described below under “— The Hong Kong Public Offering”; and (b) the International Offering of initially 12,216,500 H Shares outside the United States (including to professional and institutional investors in Hong Kong) in offshore transactions in reliance on Regulation S, as described below under the subsection headed “— The International Offering”. Investors may either apply for our H Shares under the Hong Kong Public Offering; or apply for or indicate an interest, if qualified to do so, for our H Shares under the International Offering, but may not do both. The Offer Shares will represent approximately 5.5% of the total Shares in issue immediately following the completion of the Global Offering (assuming that the Over-allotment Option is not exercised). If the Over-allotment Option is exercised in full, the Offer Shares will represent approximately 6.3% of the total Shares in issue immediately following the completion of the Global Offering. UNDERWRITING ARRANGEMENTS The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the terms of the Hong Kong Underwriting Agreement, subject to the conditions set out in the subsection headed “— Conditions of the Global Offering”. We expect to enter into the International Underwriting Agreement relating to the International Offering on or about April 14, 2026. The underwriting arrangements, the Hong Kong Underwriting Agreement and the International Underwriting Agreement are summarized in the section headed “Underwriting”. THE HONG KONG PUBLIC OFFERING Number of H Shares Initially Offered We are initially offering 1,357,400 H Shares at the Offer Price for subscription by the public in Hong Kong, representing (i) approximately 10.0% of the 13,573,900 H Shares initially made available under the Global Offering and (ii) approximately 0.6% of the total Shares in issue immediately following the completion of the Global Offering (subject to the reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering and assuming the Over-allotment Option is not exercised). Allocation Allocation of H Shares to investors under the Hong Kong Public Offering will be based solely on the level of valid applications received under the Hong Kong Public Offering. The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for by applicants. The allocation of Hong Kong Offer Shares could, where appropriate, consist of balloting, which would mean that some applicants may receive a higher allocation than others who have applied for the same number of Hong Kong Offer Shares, and those applicants who are not successful in the ballot may not receive any Hong Kong Offer Shares. STRUCTURE OF THE GLOBAL OFFERING – 268 – --- page 278 --- For allocation purposes only, the total number of Hong Kong Offer Shares available under the Hong Kong Public Offering (after taking into account any reallocation referred to below) will be divided equally (to the nearest board lot) into two pools: Pool A and Pool B (with any odd lots being allocated to pool A).  Pool A : The Hong Kong Offer Shares in Pool A will be allocated on an equitable basis to valid applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price of HK$5 million or less (excluding the brokerage fee, the SFC transaction levy, the AFRC transaction levy and the Hong Kong Stock Exchange trading fee).  Pool B : The Hong Kong Offer Shares in Pool B will be allocated on an equitable basis to valid applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price of more than HK$5 million and up to the total value of Pool B (excluding the brokerage fee, the SFC transaction levy, the AFRC transaction levy and the Hong Kong Stock Exchange trading fee). For the purpose of the immediately preceding paragraph only, the “price” for the Hong Kong Offer Shares means the price payable on application. See the subsection headed “— Pricing — Price Payable on Application”. Applicants should be aware that applications in Pool A and Pool B are likely to receive different allocation ratios. If Hong Kong Offer Shares in one pool (but not both pools) are undersubscribed, the unsubscribed Hong Kong Offer Shares will be transferred to the other pool to satisfy demand in that other pool and be allocated accordingly. Applicants can only receive an allocation of Hong Kong Offer Shares from either Pool A or Pool B but not from both pools. Multiple or suspected multiple applications and any application for more than 678,700 Hong Kong Offer Shares (being 50% of the H Shares initially made available under the Hong Kong Public Offering) will be rejected. Reallocation The Offer Shares to be offered in the Hong Kong Public Offering and the International Offering may, in certain circumstances, be reallocated as between these offerings at the discretion of the Sponsor-Overall Coordinators. Subject to the allocation cap described in the subsequent paragraph, the Sponsor-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 Sponsor-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 Sponsor-Overall Coordinators deem appropriate. In the event of reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering in the circumstances where (a) the International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, or (b) the International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, then up to 678,600 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 2,036,000 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). STRUCTURE OF THE GLOBAL OFFERING – 269 – --- page 279 --- Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide for New Listing Applicants and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory clawback or reallocation mechanism is required to increase the number of Offer Shares under the Hong Kong Public Offering to a certain percentage of the total number of Offer Shares offered under the Global Offering. Details of any reallocation of Offer Shares between the Hong Kong Public Offering and the International Offering will be disclosed in the results announcement of the Global Offering, which is expected to be published on Wednesday, April 15, 2026. Where the International Offer Shares are undersubscribed, if the Hong Kong Offer Shares are also undersubscribed, the Global Offering will not proceed unless the Underwriters would subscribe or procure subscribers for their respective applicable proportions of the Offer Shares being offered which are not taken up under the Global Offering on the terms and conditions of this Prospectus and the Underwriting Agreements. Applications Each applicant under the Hong Kong Public Offering must give an undertaking and confirmation in the application submitted by that applicant that he/she/it and any person(s) for whose benefit the applicant is making the application have not applied for or taken up, or indicated an interest for, and will not apply for or take up, or indicate an interest for, any International Offer Shares under the International Offering, and that applicant’s application under the International Offering is liable to be rejected if either or both of the undertaking and confirmation are breached or untrue (as the case may be). THE INTERNATIONAL OFFERING Number of H Shares Initially Offered We are initially offering 12,216,500 H Shares at the Offer Price for subscription or sale under the International Offering, representing approximately 90.0% of the 13,573,900 H Shares initially made available under the Global Offering. Subject to the reallocation of the Offer Shares between the International Offering and the Hong Kong Public Offering, the number of H Shares initially offered under the International Offering will represent approximately 5.0% of the total Shares in issue immediately following the completion of the Global Offering (assuming the Over-allotment Option is not exercised). Allocation The International Offering will include selective marketing of Offer Shares to institutional and professional investors and other investors anticipated to have a sizeable demand for the Offer Shares in Hong Kong and other jurisdictions outside the United States in reliance on Regulation S. Professional investors generally include brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in shares and other securities and corporate entities that regularly invest in shares and other securities. Allocation of Offer Shares under the International Offering will be effected in accordance with the “book-building” process described in the subsection headed “— Pricing” and based on a number of factors, including the level and timing of demand, total size of the relevant investor’s invested assets or equity assets in the relevant sector and whether or not it is expected that that investor is likely to buy further H Shares, and/or hold or sell its H Shares, after the Listing. This basis of allocation is intended to result in a distribution of the Offer Shares which is likely to lead to the establishment of a solid and stable professional and institutional shareholder base to the benefit of our Group and our Shareholders as a whole. STRUCTURE OF THE GLOBAL OFFERING – 270 – --- page 280 --- The Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) may require an investor who has been offered (or has indicated an interest for) Offer Shares under the International Offering and who has made an application under the Hong Kong Public Offering to provide sufficient information to the Sponsor-Overall Coordinators so as to allow them to identify the relevant applications under the Hong Kong Public Offering and to ensure that they are excluded from any allocation of Offer Shares under the International Offering. Reallocation The total number of Offer Shares to be issued or sold pursuant to the International Offering may change as a result of the exercise of the Over-allotment Option in whole or in part described in the paragraphs headed “— Over-allotment Option” in this section, and any reallocation of unsubscribed Offer Shares originally included in the Hong Kong Public Offering and/or any Offer Shares from the International Offering to the Hong Kong Public Offering at the discretion of the Sponsor-Overall Coordinators. PRICING Offer Price The Offer Price will be HK$324.20 per Offer Shares, unless otherwise announced, as explained below. Price Payable on Application Applicants for Hong Kong Offer Shares may be required to pay, on application (subject to application channels), the Offer Price of HK$324.20 plus the brokerage fee of 1.0%, the SFC transaction levy of 0.0027%, the AFRC transaction levy of 0.00015% and the Hong Kong Stock Exchange trading fee of 0.00565%, amounting to a total of HK$32,746.96 for one board lot of 100 H Shares. Reduction in Offer Price and/or Number of Offer Shares The Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) may, based on the level of interest expressed by prospective investors during the book-building process in respect of the International Offering, and with our consent, reduce the Offer Price and/or the number of Offer Shares below that stated in this Prospectus at any time on or before the morning of the last day for making applications under the Hong Kong Public Offering. In this case, we will as soon as practicable after the decision to make the reduction (and no later than the morning of the last day for making applications under the Hong Kong Public Offering) publish on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.sigenergy.com notice of the reduction, the cancellation of the Global Offering and the relaunch of the Global Offering at the revised number of Offer Shares and/or the revised Offer Price. This notice will also include confirmation or revision, as appropriate, of the working capital statement and the Global Offering statistics as set out in this Prospectus, as well as any other financial information which may change as a result of the reduction. We will, as soon as practicable following the decision to make the reduction, in addition to publishing the notice, issue a supplemental Prospectus containing details in relation to the change in the number of Offer Shares being offered and/or the Offer Price. The Global Offering will be canceled and subsequently relaunched on FINI pursuant to the supplemental Prospectus. Before making applications for the Hong Kong Offer Shares, applicants should have regard to the possibility that any announcement of a reduction in the indicative Offer Price and/or number of Offer Shares may not be made until the day which is the last day for making applications under the Hong Kong Public Offering. In the absence of any such notice so published, the number of Offer Shares will not be reduced. STRUCTURE OF THE GLOBAL OFFERING – 271 – --- page 281 --- Announcement of Basis of Allocations The level of applications in the Hong Kong Public Offering, level of indications of interest in the International Offering, and basis of allocations of the Hong Kong Offer Shares are expected to be made available through a variety of channels in the manner described in the subsection headed “How to Apply for the Hong Kong Offer Shares — Publication of Results”. OVER-ALLOCATION Following any over-allocation of H Shares in connection with the Global Offering, the Stabilizing Manager (or any person acting for it) may cover the over-allocation by exercising the Over-allotment Option in full or in part, or by using H Shares purchased by the Stabilizing Manager (or any person acting for it) in the secondary market at prices that do not exceed the Offer Price or a combination of these means. OVER-ALLOTMENT OPTION In connection with the Global Offering, we may grant the Over-allotment Option to the International Underwriters, exercisable by the Sponsor-Overall Coordinators in their sole and absolute discretion on behalf of the International Underwriters. Pursuant to the Over-allotment Option (if granted), the International Underwriters have the right, exercisable by the Sponsor-Overall Coordinators (in their sole and absolute discretion on behalf of the International Underwriters) at any time from the Listing Date until 30 days from the last day for the making of applications under the Hong Kong Public Offering (being the last day for the exercise of the Over-allotment Option, which is Wednesday, May 13, 2026), to require us to allot and issue up to 2,036,000 additional Offer Shares representing not more than 15% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering. If the Over-allotment Option is exercised in full, the additional Offer Shares will represent approximately 0.8% of the total number of H Shares in issue immediately following completion of the Global Offering and the exercise of the Over-allotment Option. We will make an announcement if the Over-allotment Option is exercised. STABILIZATION Stabilization is a practice used by underwriters in some markets to facilitate the distribution of securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary market, during a specified period of time, to retard, and if possible, prevent a decline in the market price of the securities below the Offer Price. These transactions may be effected in jurisdictions where it is permitted to do so, in each case in compliance with all applicable laws and regulatory requirements, including those in Hong Kong. In Hong Kong, the price at which stabilization is effected cannot exceed the Offer Price. In connection with the Global Offering, the Stabilizing Manager (or any person acting for it), on behalf of the Underwriters, may over-allocate or effect short sales or any other stabilizing transactions with a view to stabilizing or maintaining the market price of our H Shares at a level higher than that which might otherwise prevail in the open market. However, there is no obligation on the Stabilizing Manager to conduct any stabilizing activity. Stabilizing actions, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager reasonably regards as being in our best interest, (b) may be discontinued at any time and (c) is required to end within 30 days of the last day for making applications under the Hong Kong Public Offering. STRUCTURE OF THE GLOBAL OFFERING – 272 – --- page 282 --- Stabilizing activities permitted in Hong Kong pursuant to the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) include (a) over-allocation for the purpose of preventing or minimizing any reduction in the market price of our H Shares, (b) selling or agreeing to sell our H Shares so as to establish a short position in them for the purpose of preventing or minimizing any reduction in the market price of our H Shares, (c) subscribing, or agreeing to subscribe, for our H Shares pursuant to the Over-allotment Option in order to close out any position established under (a) or (b), (d) purchasing, or agreeing to purchase, our H Shares for the sole purpose of preventing or minimizing any reduction in the market price of our H Shares, (e) selling or agreeing to sell our H Shares to liquidate a long position held as a result of those purchases and (f) offering or attempting to do anything described in (b), (c), (d) or (e). Specifically, applicants for and investors in the Offer Shares should note that: (a) as a result of effecting transactions to stabilize or maintain the market price of our H Shares, the Stabilizing Manager (or any person acting for it) may maintain a long position in our H Shares; (b) the size of the long position, and the period for which the Stabilizing Manager (or any person acting for it) will maintain the long position is at the discretion of the Stabilizing Manager and is uncertain; (c) liquidation of any long position by the Stabilizing Manager (or any person acting for it) and selling in the open market may have an adverse impact on the market price of our H Shares; (d) stabilizing action by the Stabilizing Manager (or any person acting for it) is not permitted to support the price of our H Shares for longer than the stabilizing period, which begins on the Listing Day and ends on Wednesday, May 13, 2026 (being the 30th day after the last day for making applications under the Hong Kong Public Offering). As a result, demand for our H Shares, and their market price, may fall after the end of the stabilizing period; (e) stabilizing activities by the Stabilizing Manager (or any person acting for it) may stabilize, maintain or otherwise affect the market price of our H Shares. This means the price of our H Shares may be higher than the price that otherwise might exist in the open market; (f) there is no assurance that the price of our H Shares can stay at or above the Offer Price by the taking of any stabilizing action either during or after the stabilizing period; and (g) bids for or market purchases of our H Shares by the Stabilizing Manager (or any person acting for it) may be made at a price at or below the Offer Price and therefore at or below the price paid for our H Shares by purchasers. In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up to an aggregate of 2,036,000 H Shares, representing up to approximately 15% of the initial Offer Shares, through delayed delivery arrangements with investors who have been allocated Offer Shares in the International Offering. The delayed delivery arrangements (if specifically agreed by an investor) relate only to the delay in the delivery of the Offer Shares to such investor and the Offer Price for the Offer Shares allocated to such investor will be paid on the Listing Date. Both the size of such cover and the extent to which the Over-allotment Option can be exercised will depend on whether arrangements can be made with investors such that a sufficient number of H Shares can be delivered on a delayed basis. If no investor in the International Offering agrees to the delayed delivery arrangements, no stabilizing actions will be undertaken by the Stabilizing Manager and the Over-allotment Option will not be exercised. STRUCTURE OF THE GLOBAL OFFERING – 273 – --- page 283 --- We will make an announcement in compliance with the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) within seven days of the expiration of the stabilizing period. CONDITIONS OF THE GLOBAL OFFERING Acceptance of applications for the Hong Kong Offer Shares will be conditional on: (a) the Listing Committee granting approval for the listing of, and permission to deal in, our H Shares in issue and to be issued pursuant to the Global Offering (including any additional H Shares which may be issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be converted from Unlisted Shares on the Main Board of the Hong Kong Stock Exchange as described in this Prospectus and the approval not having been revoked; (b) the execution and delivery of the International Underwriting Agreement on or around April 14, 2026; and (c) the obligations of the Underwriters under both the Hong Kong Underwriting Agreement and the International Underwriting Agreement having become unconditional and not having been terminated in accordance with their respective terms, in each case on or before the dates and times specified in the respective Underwriting Agreements (unless and to the extent such conditions are waived on or before such dates and times) and in any event not later than Thursday, April 16, 2026. The consummation of each of the Hong Kong Public Offering and the International Offering is conditional upon, among others, the other becoming unconditional and not having been terminated in accordance with its terms. If the above conditions are not fulfilled or waived before the dates and times specified, the Global Offering will not proceed and will lapse, and the Hong Kong Stock Exchange will be notified immediately. We will publish a notice of the lapse of the Hong Kong Public Offering on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.sigenergy.com on the next business day following the lapse. In this case, all application monies will be returned, without interest, on the terms set out in the subsection headed “How to Apply for the Hong Kong Offer Shares — Despatch/Collection of H Share Certificates and Refund of Application Monies”. In the meantime, the application monies will be held in separate accounts with the receiving banks or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong). H Share certificates for the Offer Shares are expected to be issued on Wednesday, April 15, 2026, but they will only become valid evidence of title at 8:00 a.m. on Thursday, April 16, 2026, provided the Global Offering has become unconditional in all respects at or before that time. DEALING ARRANGEMENTS Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Thursday, April 16, 2026, it is expected that dealings in our H Shares on the Hong Kong Stock Exchange will commence at 9:00 a.m. on Thursday, April 16, 2026. Our H Shares will be traded in board lots of 100 H Shares each and the stock code of our H Shares will be 6656. STRUCTURE OF THE GLOBAL OFFERING – 274 – --- page 284 --- IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES FULLY ELECTRONIC APPLICATION PROCESS We have adopted a fully electronic application process for the Hong Kong Public Offering and below are the procedures for application. This Prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ” section, and our website at www.sigenergy.com. The contents of this Prospectus are identical to the Prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. APPLICATIONS FOR THE HONG KONG OFFER SHARES 1. Who can apply You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying for:  are 18 years of age or older;  have a Hong Kong address ( for the HK eIPO White Form service only );  are outside the United States (within the meaning of Regulation S), and are a person described in paragraph (h)(3) of Rule 902 of Regulation S; and  are not a legal or natural person (except qualified domestic institutional investors) of the People’s Republic of China. Unless permitted by the Listing Rules 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 holder or beneficial owner of our Shares and/or a substantial shareholder of any of our subsidiaries;  are our director, supervisor or chief executive officer of ours and/or any of our subsidiaries;  are a close associate of any of the above persons;  are our connected person or will become our connected person immediately upon completion of the Global Offering; or  have been allocated or have applied for any International Offer Shares or otherwise participate in the International Offering. 2. Application Channels The Hong Kong Public Offering period will begin at 9:00 a.m. on Wednesday, April 8, 2026 and end at 12:00 noon on Monday, April 13, 2026 (Hong Kong time). HOW TO APPLY FOR HONG KONG OFFER SHARES – 275 – --- page 285 --- To apply for Hong Kong Offer Shares, you may use one of the following application channels: Application Channel Platform Target Investors Application Time HK eIPO White Form service /H1118 www.hkeipo.hk Investors who would like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name. From 9:00 a.m. on Wednesday, April 8, 2026 to 11:30 a.m. on Monday, April 13, 2026, Hong Kong time. The latest time for completing full payment of application monies will be 12:00 noon on Monday, April 13, 2026, Hong Kong time. HKSCC EIPO channel /H1118/H1118/H1118/H1118/H1118 Your broker or custodian who is a HKSCC Participant will submit electronic application instructions on your behalf through HKSCC’s FINI system in accordance with your instruction Investors who would not like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees, deposited directly into CCASS and credited to your designated HKSCC Participant’s stock account. Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian. The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to capacity limitations and potential service interruptions and you are advised not to wait until the last day of the application period to apply for Hong Kong Offer Shares. For those applying through the HK eIPO White Form service, once you complete payment in respect of any application instructions given by you or for your benefit through the HK eIPO White Form service to make an application for Hong Kong Offer Shares, an actual application shall be deemed to have been made. If you are a person for whose benefit the electronic application instructions are given, you shall be deemed to have declared that only one set of electronic application instructions has been given for your benefit. If you are an agent for another person, you shall be deemed to have declared that you have only given one set of electronic application instructions for the benefit of the person for whom you are an agent and that you are duly authorized to give those instructions as an agent. For the avoidance of doubt, giving an application instruction under the HK eIPO White Form service more than once and obtaining different application reference numbers without effecting full payment in respect of a particular reference number will not constitute an actual application. HOW TO APPLY FOR HONG KONG OFFER SHARES – 276 – --- page 286 --- If you apply through the HK eIPO White Form service, you are deemed to have authorized the HK eIPO White Form Service Provider to apply on the terms and conditions in this Prospectus, as supplemented and amended by the terms and conditions of the HK eIPO White Form service. By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on your behalf and to do on your behalf all the things stated in this Prospectus and any supplement to it. For those applying through HKSCC EIPO channel, an actual application will be deemed to have been made for any application instructions given by you or for your benefit to HKSCC (in which case an application will be made by HKSCC Nominees on your behalf) provided such application instruction has not been withdrawn or otherwise invalidated before the closing time of the Hong Kong Public Offering. HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the terms and conditions of this Prospectus. Only one application may be made for the benefit of any person. If you are suspected of making more than one application through the HK eIPO White Form service or any other channel, all of your applications are liable to be rejected. 3. Information Required to Apply You must provide the following information with your application: For Individual/Joint Applicants For Corporate Applicants  Full name(s) (2) as shown on your identity document  Full name(s) (2) as shown on your identity document  Identity document’s issuing country or jurisdiction  Identity document’s issuing country or jurisdiction  Identity document type, with order of priority: i. HKID card; or ii. National identification document; or iii. Passport; and  Identity document number  Identity document type, with order of priority: i. LEI registration document; or ii. Certificate of incorporation; or iii. Business registration certificate; or iv. Other equivalent document; and  Identity document number HOW TO APPLY FOR HONG KONG OFFER SHARES – 277 – --- page 287 --- Notes: (1) If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail address, a contact telephone number and a Hong Kong address. You are also required to declare that the identity information provided by you follows the requirements as described in Note 2 below. In particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The number of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual members’ names. (2) The applicant’s full name as shown on their identity document must be used and the surname, given name, middle and other names (if any) must be input in the same order as shown on the identity document. If an applicant’s identity document contains both an English and Chinese name, both English and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the applicant’s identity document type must be strictly followed and where an individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number must be used when making an application to subscribe for Hong Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has a LEI certificate. (3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the asset management company or the individual fund, as appropriate, which has opened a trading account with the broker will be required, as above. (4) The maximum number of joint applicants on FINI is capped at four in accordance with market practice. (5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii), the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint beneficial owner. If you do not include this information, the application will be treated as being made for your benefit. (6) If you are applying as an unlisted company and (i) the principal business of that company is dealing in securities; and (ii) you exercise statutory control over that company, then the application will be treated as being for your benefit and you should provide the required information in your application as stated above. “Unlisted company ” means a company with no equity securities listed on the Stock Exchange or any other stock exchange. “Statutory control ” means you:  control the composition of the board of directors of the company;  control more than half of the voting power of the company; or  hold more than half of the issued share capital of the company (not counting any part of it which carries no right to participate beyond a specified amount in a distribution of either profits or capital). For those applying through HKSCC EIPO channel, and making an application under a power of attorney, we and the Sponsor-Overall Coordinators, as our agent, have discretion to consider whether to accept it on any conditions we think fit, including evidence of the attorney’s authority. Failing to provide any required information may result in your application being rejected. 4. Permitted Number of Hong Kong Offer Shares for Application Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 100 H Shares Permitted Number of Hong Kong Offer Shares for application and amount payable on application/successful allotment /H1118/H1118/H1118/H1118/H1118 : Hong Kong Offer Shares are available for application in specified board lot sizes only. Please refer to the amount payable associated with each specified board lot size in the table below. The Offer Price is HK$324.20 per H Share. HOW TO APPLY FOR HONG KONG OFFER SHARES – 278 – --- page 288 --- If you are applying through the HKSCC EIPO channel, your broker or custodian may require you to pre-fund your application, in such amount as determined by the broker or custodian, based on the applicable laws and regulations in Hong Kong. You are responsible for complying with any such pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer Shares you applied for. By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to arrange payment of the Offer Price, brokerage, SFC transaction levy, the Hong Kong Stock Exchange trading fee and the AFRC transaction levy by debiting the relevant nominee bank account at the designated bank for your broker or custodian. If you are applying through the HK eIPO White Form service, you may refer to the table below for the amount payable for the number of H Shares you have selected. You must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares. No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment HK$ HK$ HK$ HK$ 100 32,746.96 2,000 654,939.11 10,000 3,274,695.56 300,000 98,240,867.10 200 65,493.91 2,500 818,673.89 20,000 6,549,391.15 400,000 130,987,822.80 300 98,240.88 3,000 982,408.67 30,000 9,824,086.71 500,000 163,734,778.50 400 130,987.82 3,500 1,146,143.45 40,000 13,098,782.28 600,000 196,481,734.20 500 163,734.78 4,000 1,309,878.23 50,000 16,373,477.86 678,700 (1) 222,253,588.33 600 196,481.73 4,500 1,473,613.01 60,000 19,648,173.42 700 229,228.69 5,000 1,637,347.79 70,000 22,922,868.99 800 261,975.64 6,000 1,964,817.34 80,000 26,197,564.55 900 294,722.61 7,000 2,292,286.89 90,000 29,472,260.14 1,000 327,469.56 8,000 2,619,756.46 100,000 32,746,955.70 1,500 491,204.34 9,000 2,947,226.02 200,000 65,493,911.40 HOW TO APPLY FOR HONG KONG OFFER SHARES – 279 – --- page 289 --- Notes: (1) Maximum number of Hong Kong Offer Shares you may apply for, and this is 50% of the Hong Kong Offer Shares initially offered. (2) The amount payable is inclusive of brokerage, SFC transaction levy, the Hong Kong Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively. No application for any other number of the Hong Kong Offer Shares will be considered and any such application is liable to be rejected. 5. Multiple Applications Prohibited You or your joint applicant(s) shall not make more than one application for your own benefit, except where you are a nominee and provide the information of the underlying investor in your application as required under the paragraph headed “— 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 HK eIPO White Form service, (ii) HKSCC EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made an application through the HK eIPO White Form service or HKSCC EIPO channel, you or the person(s) for whose benefit you have made the application shall not apply further for any Offer Shares in the Global Offering. The H Share Registrar would record all applications into its system and identify suspected multiple applications with identical names and identification document numbers according to the Best Practice Note on Treatment of Multiple/Suspected Multiple Applications issued by the Federation of Share Registrars Limited. Since applications are subject to personal information collection statements, identification document numbers displayed are redacted. 6. Terms and conditions of an application By applying for Hong Kong Offer Shares through the HK eIPO White Form service or HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your behalf): (a) undertake to execute all relevant documents and instruct and authorize us and/or the Sponsor-Overall Coordinators (or its agents or nominees), as our agent, to execute any documents for you and to do on your behalf all things necessary to register any Hong Kong Offer Shares allocated to you in your name or in the name of HKSCC Nominees as required by the Articles of Association, and (if you are applying through the HKSCC EIPO channel) to deposit the allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated HKSCC Participant’s stock account on your behalf; (b) confirm that you have read and understand the terms and conditions and application procedures set out in this Prospectus and the designated website of the HK eIPO White Form service (or as the case may be, the agreement you entered into with your broker or custodian), and agree to be bound by them; HOW TO APPLY FOR HONG KONG OFFER SHARES – 280 – --- page 290 --- (c) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, undertakings and warranties under the participant agreement between your broker or custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC Operational Procedures for giving application instructions to apply for Hong Kong Offer Shares; (d) confirm that you are aware of the restrictions on offers and sales of shares set out in this Prospectus and they do not apply to you, or the person(s) for whose benefit you have made the application; (e) confirm that you have read this Prospectus and any supplement to it and have only relied on the information and representations contained therein in making your application (or as the case may be, causing your application to be made), and will not rely on any other information or representations, except those contained in any supplement to this Prospectus; (f) agree that none of us, the Relevant Persons, the H Share Registrar and HKSCC is or will be liable for any information and representations not contained in this Prospectus (and any supplement to it); (g) agree to disclose the details of your application and your personal data and any other personal data which may be required about you and the person(s) for whose benefit you have made the application to us, the Relevant Persons, receiving bank(s), the H Share Registrar, HKSCC, HKSCC Nominees, the Hong Kong Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or regulations, for the purposes under the paragraph headed “— Personal Data — Purposes” and “— Personal Data — Transfer of personal data” in this section; (h) agree (without prejudice to any other rights which you may have once your application (or as the case may be, HKSCC Nominees’ application) has been accepted) that you will not rescind it because of an innocent misrepresentation; (i) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any application made by you or HKSCC Nominees on your behalf cannot be revoked once it is accepted, which will be evidenced by the notification of the result of the ballot by the H Share Registrar by way of publication of the results at the time and in the manner as specified in the paragraph headed “— Publication of Results” in this section; (j) confirm that you are aware of the situations specified in the paragraph headed “— Circumstances in which You Will Not Be Allocated Hong Kong Offer Shares” in this section; (k) agree that your application or HKSCC Nominees’ application, any acceptance of it and the resulting contract will be governed by and construed in accordance with the laws of Hong Kong; (l) agree to comply with the Companies Ordinance, Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Articles of Association, the PRC Companies Law and laws of any other place that apply to your application, and that neither we nor the Relevant Persons will breach any law inside and/or outside Hong Kong as a result of the acceptance of your offer to purchase, or any action arising from your rights and obligations under the terms and conditions contained in this Prospectus; HOW TO APPLY FOR HONG KONG OFFER SHARES – 281 – --- page 291 --- (m) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not financed directly or indirectly by the Company, any of the Directors, Supervisors, chief executives of the Company, substantial Shareholder(s) or existing Shareholder(s) or any of its subsidiaries or any of their respective close associates; and (b) you are not accustomed or will not be accustomed to taking instructions from the Company, any of the Directors, Supervisors, chief executives of the Company, substantial Shareholder(s) or existing Shareholder(s) or any of its subsidiaries or any of their respective close associates in relation to the acquisition, disposal, voting or other disposition of the H Shares registered in your name or otherwise held by you; (n) warrant that the information you have provided is true and accurate; (o) confirm that you understand that we, our Directors and the Sponsor-Overall Coordinators will rely on your declarations and representations in deciding whether or not to make any allotment of any of the Hong Kong Offer Shares to you and that you may be prosecuted for making a false declaration; (p) agree to accept the Hong Kong Offer Shares applied for, or any lesser number allocated to you under the application; (q) declare and represent that this is the only application made and the only application intended by you to be made to benefit you or the person for whose benefit you are applying; (r) represent, warrant and undertake that (i) you understand that the Hong Kong Offer Shares have not been and will not be registered under the U.S. Securities Act; and (ii) you and any person for whose benefit you are applying for the Hong Kong Offer Shares are outside the United States (as defined in Regulation S) or are a person described in paragraph (h)(3) of Rule 902 of Regulation S; (s) undertake and confirm that you or the person(s) for whose benefit you have made the application have not applied for or taken up, or indicated an interest for, and will not apply for or take up, or indicate an interest for, any International Offer Shares nor have participated in the International Offering; (t) confirm that you are aware of the restrictions on the Global Offering set out in this Prospectus; (u) (if you are making the application for your own benefit) warrant that no other application has been or will be made for your benefit by giving electronic application instructions to HKSCC directly or indirectly or through the application channel of the HK eIPO White Form service or by any one as your agent or by any other person; (v) (if you are making the application as an agent for the benefit of another person) warrant that: (i) no other application has been or will be made by you as agent for or for the benefit of that person or by that person or by any other person as agent for that person by giving application instructions to HKSCC or the HK eIPO White Form Service Provider; and (ii) you have due authority to give electronic application instructions on behalf of that other person as its agent; and (w) if the laws of any place outside Hong Kong apply to your application, agree and warrant that you have complied with all these laws and none of us nor any Relevant Person will breach any of these laws as a result of the acceptance of your offer to purchase, or any action arising from your rights and obligations under the terms and conditions contained in this Prospectus. HOW TO APPLY FOR HONG KONG OFFER SHARES – 282 – --- page 292 --- PUBLICATION OF RESULTS Results of Allocation You can check whether you are successfully allocated any Hong Kong Offer Shares through: Platform Date/Time Applying through the HK eIPO White Form service or HKSCC EIPO channel: Website /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118From the “Allotment Results” page at www.hkeipo.hk/IPOResult (or www.tricor.com.hk/ipo/result ) with a “search by ID” function 24 hours, from 11:00 p.m., Wednesday, April 15, 2026 to 12:00 midnight, Tuesday, April 21, 2026 (Hong Kong time) The full list of (i) wholly or partially successful applicants using the HK eIPO White Form service and HKSCC EIPO channel, and (ii) the number of Hong Kong Offer Shares conditionally allotted to them, among other things, will be displayed at www.hkeipo.hk/IPOResult or www.tricor.com.hk/ipo/result . The Hong Kong Stock Exchange’s website at www.hkexnews.hk and our website at www.sigenergy.com which will provide links to the above- mentioned websites of the H Share Registrar. No later than 11:00 p.m. on Wednesday, April 15, 2026 (Hong Kong time). Telephone /H1118/H1118/H1118/H1118/H1118/H1118+852 3691 8488 – the allocation results telephone enquiry line provided by the H Share Registrar Between 9:00 a.m. and 6:00 p.m., from Thursday, April 16, 2026 to Tuesday, April 21, 2026 (Hong Kong time) on a business day For those applying through HKSCC EIPO channel, you may also check with your broker or custodian from 6:00 p.m., Tuesday, April 14, 2026 (Hong Kong time). HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m., Tuesday, April 14, 2026 (Hong Kong time) on a 24-hour basis and should report any discrepancies on allotments to HKSCC as soon as practicable. Allocation Announcement We expect to announce the results of the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong Offer Shares on the Hong Kong Stock Exchange’s website at www.hkexnews.hk and our website at www.sigenergy.com by no later than 11:00 p.m. on Wednesday, April 15, 2026 (Hong Kong time). HOW TO APPLY FOR HONG KONG OFFER SHARES – 283 – --- page 293 --- CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER SHARES You should note the following situations in which no Hong Kong Offer Shares will be allocated to you or the person(s) for whose benefit you are applying for: 1. If your application is revoked: Your application or the application made by HKSCC Nominees on your behalf may be revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. 2. If we or our agents exercise discretion to reject your application: We, the Sponsor-Overall Coordinators, the H Share Registrar and our/their respective agents and nominees have full discretion to reject or accept any application, or to accept only part of any application, without giving any reasons. 3. If the allocation of Hong Kong Offer Shares is void: The allocation of Hong Kong Offer Shares will be void if the Hong Kong Stock Exchange does not grant permission to list our 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 Hong Kong Stock Exchange notifies us of that longer period within three weeks of the closing date of the application lists. 4. If:  you make multiple applications or suspected multiple applications. You may refer to the paragraph headed “— Applications for the Hong Kong Offer Shares — 5. Multiple Applications Prohibited” in this section on what constitutes multiple applications;  your application instruction is incomplete;  your payment (or confirmation of funds, as the case may be) is not made correctly;  the Underwriting Agreements do not become unconditional or are terminated; or  we or the Sponsor-Overall Coordinators believe that by accepting your application, we or they would violate applicable securities or other laws, rules or regulations. 5. If there is money settlement failure for allotted H Shares: Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants will be required to hold sufficient application funds on deposit with their designated bank before balloting. After balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion of these funds required to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment from their designated bank. There is a risk of money settlement failure. In the extreme event of money settlement failure by a HKSCC Participant (or its designated bank), who is acting on your behalf in settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC Participant and its designated bank to determine the cause of failure and request such defaulting HKSCC Participant to rectify or procure to rectify the failure. HOW TO APPLY FOR HONG KONG OFFER SHARES – 284 – --- page 294 --- However, if it is determined that such settlement obligation cannot be met, the affected Hong Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares applied for by you through the broker or custodian may be affected to the extent of the settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares due to the money settlement failure by such HKSCC Participant. None of us, the Relevant Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you due to the money settlement failure. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF APPLICATION MONIES You will receive one H Share certificate for all Hong Kong Offer Shares allocated to you under the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel where the H Share certificate will be deposited into CCASS as described below). We will not issue: (i) temporary document of title in respect of our H Shares; or (ii) receipt for sums paid on application. H Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday, April 16, 2026 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting” has not been exercised. Investors who trade H Shares prior to the receipt of H Share certificates or the H Share certificates becoming valid evidence of title do so entirely at their own risk. The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus application monies pending clearance of application monies. The following sets out the relevant procedures and time: HK eIPO White Form service HKSCC EIPO channel Despatch/collection of H Share certificate For application of 500,000 Hong Kong Offer Shares or more /H1118/H1118/H1118/H1118/H1118/H1118 Collection in person from our H Share Registrar at Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Time: from 9:00 a.m. to 1:00 p.m. on Thursday, April 16, 2026 (Hong Kong time) If you are an individual, you must not authorize any other person to collect for you. If you are a corporate applicant, your authorized representative must bear a letter of authorization from your corporation stamped with your corporation’s chop. H Share certificate(s) will be issued in the name of HKSCC Nominees, deposited into CCASS and credited to your designated HKSCC Participant’s stock account. No action by you is required. HOW TO APPLY FOR HONG KONG OFFER SHARES – 285 – --- page 295 --- HK eIPO White Form service HKSCC EIPO channel Both individuals and authorized representatives must produce, at the time of collection, evidence of identity acceptable to the H Share Registrar. Note: If you do not collect your H Share certificate(s) personally within the time above, it/they will be sent to the address specified in your application instructions by ordinary post at your own risk. For application of less than 500,000 Hong Kong Offer Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Your H Share certificate(s) will be sent to the address specified in your application instructions by ordinary post at your own risk. Date: Wednesday, April 15, 2026 Refund mechanism for surplus application monies paid by you Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Thursday, April 16, 2026 Subject to the arrangement between you and your broker or custodian Responsible party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 H Share Registrar Your broker or custodian Application monies paid through single bank account /H1118/H1118 Any refund will be despatched to the bank account in the form of HK eIPO White Form e-Auto Refund payment instructions Your broker or custodian will arrange refund to your designated bank account subject to the arrangement between you and it. Application monies paid through multiple bank accounts /H1118/H1118/H1118/H1118/H1118 Refund cheque(s) will be dispatched to the address as specified in your application instructions by ordinary post at your own risk Except in the event of any Severe Weather Signals (as defined below) in force in Hong Kong in the morning on the business day before the Listing Date 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. You may refer to “— Severe Weather Arrangements” in this section. HOW TO APPLY FOR HONG KONG OFFER SHARES – 286 – --- page 296 --- SEVERE WEATHER ARRANGEMENTS The Opening and Closing of the Application Lists The application lists will not open or close on Monday, April 13, 2026 if, there is (are):  a tropical cyclone warning signal number 8 or above;  a “black” rainstorm warning; and/or  Extreme Conditions (collectively, “ Severe Weather Signals ”) in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, April 13, 2026. Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next business day which does not have any of those warnings in Hong Kong in force at any time between 9:00 a.m. and 12:00 noon. Prospective investors should be aware that a postponement of the opening/closing of the application lists may result in a delay in the Listing Date. Should there be any changes to the dates mentioned in the section headed “Expected Timetable” in this Prospectus, an announcement will be made and published on the Hong Kong Stock Exchange’s website at www.hkexnews.hk and our website at www.sigenergy.com of the revised timetable. If a Severe Weather Signal is hoisted on Wednesday, April 15, 2026, the H Share Registrar will make appropriate arrangements for the delivery of the H Share certificates to the CCASS Depository’s service counter so that they would be available for trading on Thursday, April 16, 2026. If a Severe Weather Signal is hoisted on Wednesday, April 15, 2026, for application of less than 500,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be made by ordinary post when the post office re-opens after the Severe Weather Signal is lowered or canceled (e.g. in the afternoon of Wednesday, April 15, 2026 or on Thursday, April 16, 2026). If a Severe Weather Signal is hoisted on Thursday, April 16, 2026, for application of 500,000 Hong Kong Offer Shares or more, physical H Share certificate(s) will be available for collection in person at the H Share Registrar’s office after the Severe Weather Signal is lowered or canceled (e.g. in the afternoon of Thursday, April 16, 2026 or on Friday, April 17, 2026). Prospective investors should be aware that if they choose to receive physical H Share certificates issued in their own name, there may be a delay in receiving the H Share certificates. ADMISSION OF OUR H SHARES INTO CCASS If the Hong Kong Stock Exchange grants the listing of, and permission to deal in, our H Shares and we comply with the stock admission requirements of HKSCC, our H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or any other date HKSCC chooses. Settlement of transactions between Exchange Participants is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. HOW TO APPLY FOR HONG KONG OFFER SHARES – 287 – --- page 297 --- All necessary arrangements have been made enabling the H Shares to be admitted into CCASS. You should seek the advice of your broker or other professional advisers for details of the settlement arrangement as such arrangements may affect your rights and interests. PERSONAL DATA The following Personal Information Collection Statement applies to any personal data collected and held by us, the Relevant Persons, the H Share Registrar and the receiving bank(s) about you in the same way as it applies to personal data about applicants other than HKSCC Nominees. This personal data may include client identifier(s) and your identification information. By giving application instructions to HKSCC, you acknowledge that you have read, understood and agree to all of the terms of the Personal Information Collection Statement below. Personal Information Collection Statement This Personal Information Collection Statement informs applicant for, and holder of, Hong Kong Offer Shares, of the policies and practices of ours and the H Share Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). Reasons for the collection of your personal data It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that personal data supplied to us or our agents and the H Share Registrar is accurate and up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or out of their names or in procuring the services of the H Share Registrar. Failure to supply the requested data or supplying inaccurate data may result in your application for the Hong Kong Offer Shares being rejected, or in the delay or the inability of us or the H Share Registrar to effect transfers or otherwise render their services. It may also prevent or delay registration or transfers of Hong Kong Offer Shares which you have successfully applied for and/or the despatch of H Share certificate(s) to which you are entitled. It is important that applicants for and holders of Hong Kong Offer Shares inform us and the H Share Registrar immediately of any inaccuracies in the personal data supplied. Purposes Your personal data may be used, held, processed, and/or stored (by whatever means) for the following purposes:  processing your application and refund cheque and HK eIPO White Form e-Auto Refund payment instruction(s), where applicable, verification of compliance with the terms and application procedures set out in this Prospectus and announcing results of allocation of Hong Kong Offer Shares;  compliance with applicable laws and regulations in Hong Kong and elsewhere;  registering new issues or transfers into or out of the names of the holders of our H Shares including, where applicable, HKSCC Nominees;  maintaining or updating our register of members;  verifying identities of applicants for and holders of our H Shares and identifying any duplicate applications for our H Shares;  facilitating Hong Kong Offer Shares balloting; HOW TO APPLY FOR HONG KONG OFFER SHARES – 288 – --- page 298 ---  establishing benefit entitlements of holders of our H Shares, such as dividends, rights issues, bonus issues, etc.;  distributing communications from us and our subsidiaries;  compiling statistical information and profiles of the holder of our H Shares;  disclosing relevant information to facilitate claims on entitlements; and  any other incidental or associated purposes relating to the above and/or to enable us and the H Share Registrar to discharge our or their obligations to applicants and holders of our H Shares and/or regulators and/or any other purposes to which the applicants and holders of the H Shares may from time to time agree. Transfer of personal data Personal data held by us and the H Share Registrar relating to the applicants for and holders of Hong Kong Offer Shares will be kept confidential, but we and the H Share Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or transfer (whether within or outside Hong Kong) the personal data to, from or with any of the following:  our appointed agents such as financial advisers, receiving bank(s) and overseas principal share registrar;  HKSCC or HKSCC Nominees, who will use the personal data and may transfer the personal data to the H Share Registrar, in each case for the purposes of providing its services or facilities or performing its functions in accordance with its rules or procedures and operating FINI and CCASS (including where applicants for the Hong Kong Offer Shares request a deposit into CCASS);  any agents, contractors or third-party service providers who offer administrative, telecommunications, computer, payment or other services to us or the H Share Registrar in connection with their respective business operation;  the Hong Kong Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or regulations including for the purpose of the Hong Kong Stock Exchange’s administration of the Listing Rules and the SFC’s performance of its statutory functions; and  any persons or institutions with which the holders of Hong Kong Offer Shares have or propose to have dealings, such as their bankers, solicitors, accountants or stockbrokers, etc. Retention of personal data We and the H Share Registrar will keep the personal data of the applicants and holders of Hong Kong Offer Shares for as long as necessary to fulfil the purposes for which the personal data were collected. Personal data which is no longer required will be destroyed or dealt with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). Access to and correction of personal data Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether we or the H Share Registrar hold their personal data, to obtain a copy of that data, and to correct any data that is inaccurate. We and the H Share Registrar have the right to charge a reasonable fee for the processing of such requests. All requests for access to data or correction of data should be addressed to us and the H Share Registrar, at our and their registered address disclosed in the section headed “Corporate Information” in this Prospectus or as notified from time to time, for the attention of the secretary, or the H Share Registrar for the attention of the privacy compliance officer. HOW TO APPLY FOR HONG KONG OFFER SHARES – 289 – --- page 299 --- The following is the text of a report received from our Company’ s reporting accountants, Ernst & Young, Certified Public Accountants, Hong Kong, for the purpose of incorporation in the prospectus. ⭰㰟㛪姯⸒Ṳ⋀㈧ 榀㸖毩歁㵳勘䙮怺 979噆 ⤑⏋✱ᷧ⺎27㧺 Tel 曢婘: +852 2846 9888 Fax ₚ䜆: +852 2868 4432 ey.com Ernst & Young 27/F, One Taikoo Place 979 King’s Road Quarry Bay, Hon g Kong ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS OF SIGENERGY TECHNOLOGY CO., LTD. AND CITIC SECURITIES (HONG KONG) LIMITED AND BNP PARIBAS SECURITIES (ASIA) LIMITED Introduction We report on the historical financial information of Sigenergy Technology Co., Ltd. (the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-60, which comprises the consolidated statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group for each of the years ended 31 December 2023, 2024 and 2025 (the “Relevant Periods”), and the consolidated statements of financial position of the Group and the statements of financial position of the Company as at 31 December 2023, 2024 and 2025 and material accounting policy information and other explanatory information (together, the “Historical Financial Information”). The Historical Financial Information set out on pages I-3 to I-60 forms an integral part of this report, which has been prepared for inclusion in the prospectus of the Company dated 8 April 2026 (the “Prospectus”) in connection with the initial listing of the shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). Directors’ responsibility for the Historical Financial Information The directors of the Company are responsible for the preparation of the Historical Financial Information that gives a true and fair view in accordance with the basis of preparation set out in note 2.1 to the Historical Financial Information and for such internal control as the directors determine is necessary to enable the preparation of the Historical Financial Information that is free from material misstatement, whether due to fraud or error. Reporting accountants’ responsibility Our responsibility is to express an opinion on the Historical Financial Information and to report our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial Information in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). This standard requires that we comply with ethical standards and plan and perform our work to obtain reasonable assurance about whether the Historical Financial Information is free from material misstatement. Our work involved performing procedures to obtain evidence about the amounts and disclosures in the Historical Financial Information. The procedures selected depend on the reporting accountants’ judgement, including the assessment of risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the reporting accountants consider internal control relevant to the entity’s preparation of the Historical Financial Information that gives a true and fair view in accordance with the basis of preparation set out in note 2.1 to the Historical Financial Information in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our work also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical Financial Information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. APPENDIX I ACCOUNTANTS’ REPORT – I-1 – --- page 300 --- Opinion In our opinion, the Historical Financial Information gives, for the purposes of the accountants’ report, a true and fair view of the financial position of the Group and the Company as at 31 December 2023, 2024 and 2025 and of the financial performance and cash flows of the Group for each of the Relevant Periods in accordance with the basis of preparation set out in note 2.1 to the Historical Financial Information. Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance Adjustments In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as defined on page I-3 have been made. Dividends We refer to note 12 to the Historical Financial Information which states that no dividends have been paid by the Company in respect of the Relevant Periods. Ernst & Young Certified Public Accountants Hong Kong 8 April 2026 APPENDIX I ACCOUNTANTS’ REPORT – I-2 – --- page 301 --- I. HISTORICAL FINANCIAL INFORMATION Preparation of Historical Financial Information Set out below is the Historical Financial Information which forms an integral part of this accountants’ report. The financial statements of the Group for the Relevant Periods, on which the Historical Financial Information is based, were audited by Ernst & Young in accordance with Hong Kong Standards on Auditing (“HKSAs”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) (the “Underlying Financial Statements”). The Historical Financial Information is presented in Renminbi (“RMB”) and all values are rounded to the nearest thousand (RMB’000) except when otherwise indicated. APPENDIX I ACCOUNTANTS’ REPORT – I-3 – --- page 302 --- CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Y ear ended 31 December Notes 2023 2024 2025 RMB’000 RMB’000 RMB’000 Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 58,302 1,329,838 9,000,512 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/H1118/H1118/H1118/H1118(40,053) (706,208) (4,495,659) 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/H1118/H1118/H1118/H1118/H1118/H111818,249 623,630 4,504,853 Other income and 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/H11185 10,269 7,878 180,070 Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(53,422) (168,743) (442,640) Administrative 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(149,628) (78,046) (344,810) Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(193,005) (280,253) (494,028) Other 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/H1118/H1118/H1118/H11187 (494) (23,648) (1,963) 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/H1118/H1118/H1118/H11188 (4,755) (10,820) (23,775) Impairment losses on financial assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(500) (14,351) (81,481) PROFIT/(LOSS) BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (373,286) 55,647 3,296,226 Income tax (expense)/credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 (166) 28,198 (377,394) PROFIT/(LOSS) FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(373,452) 83,845 2,918,832 OTHER COMPREHENSIVE INCOME/(LOSS) Other comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods: Exchange differences on translation of foreign operations /H1118/H1118/H1118/H1118/H1118/H1118 (1,292) 1,957 (4,215) Net other comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,292) 1,957 (4,215) OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR, 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(1,292) 1,957 (4,215) TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR /H1118/H1118/H1118 (374,744) 85,802 2,914,617 PROFIT/(LOSS) ATTRIBUTABLE TO: Owners 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(373,452) 83,845 2,918,832 TOTAL COMPREHENSIVE INCOME/ (LOSS) ATTRIBUTABLE TO: Owners 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(374,744) 85,802 2,914,617 EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY Basic and 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/H111813 (22.35) 4.54 125.96 For the details of Pre-IPO Investments, please refer to note 28 to the Historical Financial Information. APPENDIX I ACCOUNTANTS’ REPORT – I-4 – --- page 303 --- CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at 31 December Notes 2023 2024 2025 RMB’000 RMB’000 RMB’000 NON-CURRENT ASSETS Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 98,662 110,383 461,144 Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815(a) 44,489 41,939 40,819 Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 1,165 1,701 1,977 Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 1,428 995 563,612 Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 – 40,711 418,234 Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118145,744 195,729 1,485,786 CURRENT ASSETS Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 189,455 480,844 2,143,254 Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 20,261 357,596 3,162,580 Prepayments, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 63,509 151,729 472,215 Tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,304 – Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 53 10,223 Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 57 5,681 54,620 Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 79 104 272 Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 236,874 430,970 1,118,964 Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510,235 1,430,281 6,962,128 CURRENT LIABILITIES Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 75,861 359,362 1,157,928 Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 55,244 135,861 532,391 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815(b) 15,419 19,118 13,446 Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 8,706 86,598 629,687 Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 202,001 385,120 1,710,333 Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 102 2 Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118166 4,976 328,888 Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 – 3,397 91,605 Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118357,397 994,534 4,464,280 NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118152,838 435,747 2,497,848 TOTAL ASSETS LESS CURRENT LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118298,582 631,476 3,983,634 NON-CURRENT LIABILITIES Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 1,500 – 10,100 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815(b) 32,043 25,747 11,019 Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 1,234 23,682 171,979 Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 – 15 2,550 Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,777 49,444 195,648 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/H1118263,805 582,032 3,787,986 EQUITY Equity attributable to owners of the Company Paid-in capital/share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 16,857 22,156 23,322 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/H111830 246,948 559,876 3,764,664 Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118263,805 582,032 3,787,986 For the details of Pre-IPO Investments, please refer to note 28 to the Historical Financial Information. APPENDIX I ACCOUNTANTS’ REPORT – I-5 – --- page 304 --- CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Y ear ended 31 December 2023 Paid-in capital/share capital Capital reserve* Share option reserve* Exchange fluctuation reserve* Accumulated losses* Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (note 28) (note 30) (note 30) (note 30) At 1 January 2023 /H1118/H1118/H1118/H1118/H111815,450 388,079 37,253 – (76,187) 364,595 Loss for the year /H1118/H1118/H1118/H1118/H1118–––– (373,452) (373,452) Other comprehensive loss for the year: Exchange differences related to foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (1,292) – (1,292) Total comprehensive loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (1,292) (373,452) (374,744) Capital contribution from shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H11181,407 148,593 – – – 150,000 Equity-settled share-based payments (note 29) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 123,954 – – 123,954 At 31 December 2023 /H1118/H1118 16,857 536,672 161,207 (1,292) (449,639) 263,805 APPENDIX I ACCOUNTANTS’ REPORT – I-6 – --- page 305 --- Y ear ended 31 December 2024 Paid-in capital/share capital Capital reserve* Statutory surplus reserve* Share option reserve* Exchange fluctuation reserve* Accumulated losses* Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (note 28) (note 30) (note 30) (note 30) (note 30) At 1 January 2024 /H1118/H1118/H111816,857 536,672 – 161,207 (1,292) (449,639) 263,805 Profit for the year /H1118/H1118/H1118 ––––– 83,845 83,845 Other comprehensive income for the year: Exchange differences related to foreign operations /H1118/H1118/H1118/H1118/H1118–––– 1,957 – 1,957 Total comprehensive income for the year /H1118 –––– 1,957 83,845 85,802 Capital contribution from shareholders /H1118/H1118 5,299 167,41 4––– – 172,713 Equity-settled share-based payments (note 29) /H1118 – – – 59,712 – – 59,712 Appropriations to statutory surplus reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,541 – – (2,541) – At 31 December 2024 /H1118 22,156 704,086 2,541 220,919 665 (368,335) 582,032 APPENDIX I ACCOUNTANTS’ REPORT – I-7 – --- page 306 --- Y ear ended 31 December 2025 Paid-in capital/share capital Capital reserve* Statutory surplus reserve* Share option reserve* Exchange fluctuation reserve* (Accumulated losses)/retained profits* Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (note 28) (note 30) (note 30) (note 30) (note 30) At 1 January 2025 /H1118/H1118/H111822,156 704,086 2,541 220,919 665 (368,335) 582,032 Profit for the year /H1118/H1118/H1118 ––––– 2,918,832 2,918,832 Other comprehensive loss for the year: Exchange differences related to foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (4,215) – (4,215) Total comprehensive income for the year /H1118 –––– (4,215) 2,918,832 2,914,617 Capital contribution from shareholders /H1118/H1118 1,166–––– – 1,166 Equity-settled share-based payments (note 29) /H1118 – – – 290,171 – – 290,171 Appropriations to statutory surplus reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 59,838 – – (59,838) – Conversion into a joint stock company /H1118/H1118/H1118/H1118 – (35,192) – (202,775) – 237,967 – At 31 December 2025 /H1118 23,322 668,894 62,379 308,315 (3,550) 2,728,626 3,787,986 * These reserve accounts comprise the reserves of RMB246,948,000, RMB559,876,000 and RMB3,764,664,000 in the consolidated statements of financial position as at 31 December 2023, 2024 and 2025, respectively. APPENDIX I ACCOUNTANTS’ REPORT – I-8 – --- page 307 --- CONSOLIDATED STATEMENTS OF CASH FLOWS Y ear ended 31 December Notes 2023 2024 2025 RMB’000 RMB’000 RMB’000 CASH FLOWS FROM OPERATING ACTIVITIES Profit/(loss) before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(373,286) 55,647 3,296,226 Adjustments for: Depreciation of items of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H11186 10,107 27,214 51,813 Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186, 15(c) 8,469 13,589 15,250 Amortisation of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186, 16 87 138 243 Loss on disposal of items of property, plant and equipment /H1118/H1118/H1118/H1118/H1118 103 181 16 Gain on termination of a lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185, 15(c) – – (2,325) Impairment losses on financial assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500 14,351 81,481 Write-down of inventories to net realisable value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186, 19 – 1,052 4,084 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/H1118/H1118/H11185 (7,222) (4,285) (8,802) 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/H1118/H11188 4,755 10,820 23,775 Equity-settled share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 123,954 59,712 290,171 Fair value losses/(gains) net: Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 – 49 (1,833) Foreign exchange differences, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,544) 23,042 (23,400) (234,077) 201,510 3,726,699 Increase in trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,703) (352,191) (2,886,134) Increase in prepayments, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118(50,635) (111,385) (847,017) Increase in 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(187,923) (287,620) (1,655,994) Decrease/(increase) in pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(57) (15) 2 Increase in 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/H111875,585 283,501 798,566 Increase in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,516 76,473 303,653 Increase in contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,706 77,892 543,089 Increase in provision for product warranties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,234 25,845 236,505 Cash generated from/(used in) operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(374,354) (85,990) 219,369 Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,640 1,177 5,807 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/H1118/H1118/H1118/H1118– (10,992) (425,166) Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(369,714) (95,805) (199,990) APPENDIX I ACCOUNTANTS’ REPORT – I-9 – --- page 308 --- Y ear ended 31 December Notes 2023 2024 2025 RMB’000 RMB’000 RMB’000 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of items of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(92,157) (42,865) (352,711) Proceeds from disposal of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118 – – 5,054 Purchases of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(759) (674) (396) Purchases of leasehold 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– – (18,266) Receipt of government grants for property, plant and equipment /H1118/H1118/H1118 – 6,600 – Placement of 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(54,067) (14,250) (13,346) Withdrawal of restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,988 14,225 13,178 Placement of pledged deposits for derivative financial instruments /H1118/H1118 – (5,609) (48,941) Settlement of derivative financial instruments at fair value through profit or loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 405 (8,437) Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(92,995) (42,168) (423,865) CASH FLOWS FROM FINANCING ACTIVITIES Capital contribution from shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,000 172,713 1,166 New bank 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/H1118203,317 335,946 1,695,675 Repayment of bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (154,488) (360,907) Lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815(b) (9,724) (17,196) (19,425) Interest 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/H1118/H1118/H1118/H1118/H1118/H1118(2,237) (8,404) (21,180) Payments of listing expenditures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,157) (3,970) Net cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118341,356 327,414 1,291,359 NET INCREASE/(DECREASE) IN CASH AND CASH EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(121,353) 189,441 667,504 Cash and cash equivalents at beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118354,659 233,306 424,294 Effect of foreign exchange rate changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,547 17,495 Cash and cash equivalents at end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233,306 424,294 1,109,293 ANALYSIS OF BALANCES OF CASH AND CASH EQUIV ALENTS Cash and bank balances as stated in the consolidated statements of financial position /H1118/H1118/H1118/H1118/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 236,874 430,970 1,118,964 Less: Interest receivable on bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 3,568 6,676 9,671 Cash and cash equivalents as stated in the consolidated statements of cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233,306 424,294 1,109,293 APPENDIX I ACCOUNTANTS’ REPORT – I-10 – --- page 309 --- STATEMENTS OF FINANCIAL POSITION OF THE COMPANY As at 31 December Notes 2023 2024 2025 RMB’000 RMB’000 RMB’000 NON-CURRENT ASSETS Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 11,355 7,520 5,545 Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 1,069 1,559 1,851 Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 134,355 216,228 433,453 Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 –9– Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118146,779 225,316 440,849 CURRENT ASSETS Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 43 12 – Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 400 45,115 60,609 Prepayments, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 182,772 338,670 179,974 Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 191,001 174,591 168,179 Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374,216 558,388 408,762 CURRENT LIABILITIES Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 96 43 42 Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 5,182 12,997 19,234 Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 – 31,869 – Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,278 44,909 19,276 NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118368,938 513,479 389,486 TOTAL ASSETS LESS CURRENT LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118515,717 738,795 830,335 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/H1118515,717 738,795 830,335 EQUITY Paid-in capital/share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 16,857 22,156 23,322 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/H111830 498,860 716,639 807,013 Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118515,717 738,795 830,335 APPENDIX I ACCOUNTANTS’ REPORT – I-11 – --- page 310 --- II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION 1. CORPORATE INFORMATION Sigenergy Technology Co., Ltd. (the “Company”), formerly known as Shanghai Sigenergy Technology Co., Ltd.* ( ɪ ʮ̡), is a company with limited liability established in Shanghai, the People’s Republic of China (the “PRC”) on 24 May 2022. The registered office of the Company is located at Building 12-2, 678 Yunqiao Road, Pilot Free Trade Zone, Shanghai, PRC. On 13 January 2025, the Company was converted into a joint stock company with limited liability. During the Relevant Periods, the Company and its subsidiaries (together, the “Group”) operated in the green energy industry that comprises businesses involving new energy products and solutions. The Group’s operations cover the research, development, application, production and sale of innovative renewable energy solutions, including solar inverters, EV DC chargers, Power Conversion Systems, battery packs, and Energy Management Systems, for both households and businesses. As at the date of this report, the Company had direct and indirect interests in its subsidiaries, and the principal subsidiaries, all of which are private limited liability companies, are set out below: Name Notes Place and date of incorporation/ registration and place of operations Nominal value of issued ordinary/ registered share capital Percentage of equity attributable to the Company Principal activitiesDirect Indirect Shanghai Sigeyuan Intelligence Technology Co., Ltd.* ( ɪऎ ʮ̡) /H1118/H1118 (1) PRC/Chinese mainland 7 December 2022 RMB100,000,000 100% – Research, development and manufacture of products Sigenergy Technology (Hong Kong) Limited /H1118/H1118/H1118/H1118 (2) Hong Kong 2 March 2023 USD1 100% – Sale of products Sigenergy Technology B.V . /H1118/H1118/H1118(3) Netherlands 16 August 2023 EUR100,000 – 100% Sale of products SIGENERGY AUSTRALIA PTY LTD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 (4) Australia 3 August 2023 AUD1,000 – 100% Sale of products The above table lists the subsidiaries of the Company which, in the opinion of the directors, principally affected the results for the Relevant Periods or formed a substantial portion of the total assets of the Group. Notes: (1) The statutory financial statements of this entity for the year ended 31 December 2023 prepared in accordance with Accounting Standards for Business Enterprises were audited by Grant Thornton LLP, certified public accountants registered in the PRC. (2) The statutory financial statements of this entity for the period ended 31 December 2023 prepared in accordance with Hong Kong Small and Medium-sized Entity Financial Reporting Standards were audited by Pivot CPA Limited, certified public accountants registered in Hong Kong, while the statutory financial statements for the year ended 31 December 2024 were audited by BAFS (HK) CPA Limited, certified public accountants registered in Hong Kong. (3) The statutory financial statements of this entity for the period from 21 August 2023 until 31 December 2024 prepared in accordance with provisions of Title 9, Book 2 of the Dutch Civil Code and the firm pronouncements in the Dutch Accounting Standards were audited by Reanda Audit & Assurance B.V ., certified public accountants registered in Netherlands. (4) No audited financial statements of these entities have been prepared for the period ended 31 December 2023 and the year ended 31 December 2024 as this entity was either newly incorporated or not subject to any statutory audit requirements under the relevant rules and regulations in their jurisdictions of incorporation. * The English name of the company registered in the PRC referred to above in this note represents management’s best effort in translating the Chinese name of this company as no English name has been registered or is available. 2.1 BASIS OF PREPARATION For ordinary shares issued to pre-IPO investors, pursuant to the supplemental agreements entered into between the Company and the pre-IPO investors in relation to the termination of certain of special rights granted by the Company, including redemption rights, liquidation preferences and anti-dilution rights, which are void ab initio as described in note 28 to the Historical Financial Information, having taking into account the legal and regulatory framework of the Company’s jurisdiction and the governing law of the supplementary agreements, the directors considered that it is appropriate to present the Pre-IPO Investments as equity throughout the Relevant Periods. For the details of financial impacts, please refer to note 28 to the Historical Financial Information. The Historical Financial Information has been prepared in accordance with all applicable IFRS Accounting Standards as issued by the International Accounting Standards Board (the “IASB”). All IFRS Accounting Standards effective for the accounting period commencing from 1 January 2025, together with the relevant transitional provisions, have been early adopted by the Group in the preparation of the Historical Financial Information throughout the Relevant Periods. APPENDIX I ACCOUNTANTS’ REPORT – I-12 – --- page 311 --- The Historical Financial Information has been prepared under the historical cost convention, except for derivative financial instruments at fair value through profit or loss and financial assets which are measured at fair value through other comprehensive income, which have been measured at fair value. Basis of consolidation The Historical Financial Information includes the financial statements of the Company and its subsidiaries for the Relevant Periods. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the investee). Generally, there is a presumption that a majority of voting rights results in control. When the Company has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: (a) the contractual arrangement with the other vote holders of the investee; (b) rights arising from other contractual arrangements; and (c) the Group’s voting rights and potential voting rights. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control and continue to be consolidated until the date that such control ceases. Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the owners of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control described above. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, any non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of any investment retained and any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis as would be required if the Group had directly disposed of the related assets or liabilities. 2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS The Group has not applied the following new and amended IFRS Accounting Standards, that have been issued but are not yet effective, in the Historical Financial Information. The Group intends to apply these new and amended IFRS Accounting Standards, if applicable, when they become effective. Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement of Financial Instruments 1 Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 1 IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial Statements 2 IFRS 19 and its amendments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 2 Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Translation to a Hyperinflationary Presentation Currency 2 Amendments to IFRS 10 and IAS 28 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sale or Contribution of Assets between an Investor and its Associate or Joint V enture 3 Annual Improvements to IFRS Accounting Standards — V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 1 1 Effective for annual periods beginning on or after 1 January 2026 2 Effective for annual/reporting periods beginning on or after 1 January 2027 3 No mandatory effective date yet determined but available for adoption The Group has already commenced an assessment of the impact of the new and amended IFRS Accounting Standards, which are relevant to the Group’s operations. According to the assessment made by the directors, no significant impact on the financial performance and financial position of the Group is expected upon the implementation of the new and amended IFRS Accounting Standards, except for IFRS 18. IFRS 18 replaces IAS 1 Presentation of Financial Statements . While a number of sections have been brought forward from IAS 1 with limited changes, IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Entities are required to classify all income and expenses within the statement of profit or loss into one of the five categories: operating, investing, financing, income taxes and discontinued operations and to present two new defined subtotals. It also requires disclosures about APPENDIX I ACCOUNTANTS’ REPORT – I-13 – --- page 312 --- management-defined performance measures in a single note and introduces enhanced requirements on the grouping (aggregation and disaggregation) and the location of information in both the primary financial statements and the notes. Some requirements previously included in IAS 1 are moved to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors , which is renamed as IAS 8 Basis of Preparation of Financial Statements . As a consequence of the issuance of IFRS 18, limited, but widely applicable, amendments are made to IAS 7 Statement of Cash Flows , IAS 33 Earnings per Share and IAS 34 Interim Financial Reporting . In addition, there are minor consequential amendments to other IFRS Accounting Standards. IFRS 18 and the consequential amendments to other IFRS Accounting Standards are effective for annual periods beginning on or after 1 January 2027 with earlier application permitted. Retrospective application is required. Based on the preliminary assessment made by the directors, the adoption of IFRS 18 is not expected to have any significant impact on the financial performance and financial position of the Group, but has impact on the presentation and disclosure of the Group’s financial statements. 2.3 MATERIAL ACCOUNTING POLICY INFORMATION Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable, either directly or indirectly Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. Impairment of non-financial assets Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than inventories, financial assets and deferred tax assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with the function of the impaired asset. An assessment is made at the end of each reporting period as to whether there is an indication that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined (net of any depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited to profit or loss in the period in which it arises. Related parties A party is considered to be related to the Group if: (a) the party is a person or a close member of that person’s family and that person APPENDIX I ACCOUNTANTS’ REPORT – I-14 – --- page 313 --- (i) has control or joint control over the Group; (ii) has significant influence over the Group; or (iii) is a member of the key management personnel of the Group or of a parent of the Group; or (b) the party is an entity where any of the following conditions applies: (i) the entity and the Group are members of the same group; (ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity); (iii) the entity and the Group are joint ventures of the same third party; (iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity; (v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group; (vi) the entity is controlled or jointly controlled by a person identified in (a); (vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and (viii) the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or the parent of the Group. Property, plant and equipment and depreciation Property, plant and equipment, other than construction in progress, are stated at cost less accumulated depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as follows: Plant and machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.75% to 9.50% Furniture and office 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/H111819.00% Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823.75% 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/H1118/H1118/H1118/H111831.67% to 33.33% 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/H1118/H1118/H1118/H1118/H1118/H1118/H111822.22% to 66.67% Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end. An item of property, plant and equipment including any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognised in profit or loss in the year the asset is derecognised is the difference between the net sales proceeds and the carrying amount of the relevant asset. Construction in progress is stated at cost less any impairment losses, and is not depreciated. It is reclassified to the appropriate category of property, plant and equipment when completed and ready for use. Intangible assets (other than goodwill) Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is the fair value at the date of the acquisition. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year end. APPENDIX I ACCOUNTANTS’ REPORT – I-15 – --- page 314 --- Software Software is stated at cost less any impairment losses and is amortised on the straight-line basis over its estimated useful life of 10 years. Research and development costs All research costs are charged to profit or loss as incurred. Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the project and the ability to measure reliably the expenditure during the development. Product development expenditure which does not meet these criteria is expensed when incurred. Leases The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Group as a lessee The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. (a) Right-of-use assets Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease terms and the estimated useful life of the assets as follows: Properties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 5 years Leasehold 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 years If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. (b) Lease liabilities Lease liabilities are recognised at the commencement date of the lease at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term reflects the Group exercising the option to terminate the lease. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in lease payments (e.g., a change to future lease payments resulting from a change in an index or rate) or a change in assessment of an option to purchase the underlying asset. (c) Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to its short-term leases of buildings (that is those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the recognition exemption for leases of low-value assets to leases of office equipment that are considered to be of low value. Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term. APPENDIX I ACCOUNTANTS’ REPORT – I-16 – --- page 315 --- Investments and other financial assets Initial recognition and measurement Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income, and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient of not adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair value plus in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15 in accordance with the policies set out for “Revenue recognition” below. In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model. The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows, while financial assets classified and measured at fair value through other comprehensive income are held within a business model with the objective of both holding to collect contractual cash flows and selling. Financial assets which are not held within the aforementioned business models are classified and measured at fair value through profit or loss. Purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group commits to purchase or sell the asset. Subsequent measurement The subsequent measurement of financial assets depends on their classification as follows: Financial assets at fair value through other comprehensive income (debt instruments) For debt investments at fair value through other comprehensive income, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in other comprehensive income. Upon derecognition, the cumulative fair value change recognised in other comprehensive income is recycled to the statement of profit or loss. Trade receivables and bills receivable Trade receivables and bills receivable are amounts due from customers for products sold in the ordinary course of business. If the collection of accounts receivable is expected in one year or less, they are classified as current assets. Otherwise, they are presented as non-current assets. Trade receivables and bills receivable are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, in which case they are recognised at fair value. The Group holds the trade receivables and the majority of bills receivable with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. See “impairment of financial assets” below for further information about the Group’s impairment policies. Derivative financial instruments The Group uses derivative financial instruments, such as forward currency contracts and foreign currency options, to hedge its foreign currency risk. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Any gains or losses arising from changes in fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognised in other comprehensive income and later reclassified to profit or loss when the hedged item affects profit or loss. APPENDIX I ACCOUNTANTS’ REPORT – I-17 – --- page 316 --- Impairment of financial assets The Group recognises an allowance for expected credit losses (“ECLs”) for all financial assets measured at amortised cost (including cash and bank balances, trade and bills receivables and other receivables). ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. General approach ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. When making the assessment, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information that is available without undue cost or effort, including historical and forward-looking information. The Group considers that there has been a significant increase in credit risk when contractual payments are more than 30 days past due. The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. Financial assets at amortised cost are subject to impairment under the general approach and they are classified within the following stages for measurement of ECLs. Stage 1 – Financial instruments for which credit risk has not increased significantly since initial recognition and for which the loss allowance is measured at an amount equal to 12-month ECLs Stage 2 – Financial instruments for which credit risk has increased significantly since initial recognition but that are not credit-impaired financial assets and for which the loss allowance is measured at an amount equal to lifetime ECLs Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased or originated credit-impaired) and for which the loss allowance is measured at an amount equal to lifetime ECLs Simplified approach For trade receivables that do not contain a significant financing component or when the Group applies the practical expedient of not adjusting the effect of a significant financing component, the Group applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has considered the probability of default of comparable companies with published credit ratings, as well as the background and credit profile of each client, adjusted for forward-looking factors specific to the debtors and the economic environment. Classification as equity and financial liabilities Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of financial liability and equity instrument. A financial liability is any liability that is: (a) a contractual obligation (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the entity; or (b) a contract that will or may be settled in the entity’s own equity instruments and is: (i) a non-derivative for which the entity is or may be obliged to deliver a variable number of the entity’s own equity instruments; or (ii) a derivative that will or may be settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the entity’s own equity instruments. APPENDIX I ACCOUNTANTS’ REPORT – I-18 – --- page 317 --- An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or as payables, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, derivative financial instruments and interest- bearing bank borrowings. Subsequent measurement The subsequent measurement of financial liabilities depends on their classification as follows: Financial liabilities at amortised cost (trade and other payables, and borrowings) After initial recognition, trade and other payables, and interest-bearing borrowings are subsequently measured at amortised cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance costs in profit or loss. Derecognition of financial liabilities A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is recognised in profit or loss. Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis. Net realisable value is based on estimated selling prices less any estimated costs to be incurred to completion and disposal. Cash and cash equivalents Cash and cash equivalents in the statements of financial position comprise cash on hand and at banks, and short-term highly liquid deposits with a maturity of generally within three months that are readily convertible into known amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of meeting short-term cash commitments. For the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise cash on hand and at banks, and short-term deposits as defined above. Provisions A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation. When the effect of discounting is material, the amount recognised for a provision is the present value at the end of the reporting period of the future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in finance costs in profit or loss. The Group provides for warranties in relation to the sale of certain products and general repairs of defects occurring during the warranty period. Provisions for these assurance-type warranties granted by the Group are initially recognised based on the industry rate, discounted to their present values as appropriate. The warranty-related cost is revised quarterly. Income tax Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss is recognised outside profit or loss, either in other comprehensive income or directly in equity. Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each reporting period, taking into consideration interpretations and practices prevailing in the countries in which the Group operates. APPENDIX I ACCOUNTANTS’ REPORT – I-19 – --- page 318 --- Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary differences, except:  when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences; and  in respect of taxable temporary differences associated with investments in subsidiaries when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognised for all deductible temporary differences, the carryforward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits and unused tax losses can be utilised, except:  when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences; and  in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. Government grants Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received, and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the costs, for which it is intended to compensate, are expensed. Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to profit or loss over the expected useful life of the relevant asset by equal annual instalments. Revenue recognition Revenue from contracts with customers Revenue from contracts with customers is recognised when control of goods is transferred to the customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods. When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which the Group will be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. Sale of goods Revenue from the sale of goods is recognised at the point in time when control of the asset is transferred to the customer, generally on acceptance of the goods by customer or upon the confirmation from customer. Under the terms of free on board (“FOB”), control of the assets is transferred to the customer when the products pass the ship’s rail at the named port of shipment, while under the cost, insurance and freight (“CIF”), control is transferred when the products are in transit on the water. APPENDIX I ACCOUNTANTS’ REPORT – I-20 – --- page 319 --- Some contracts for the sale of goods provide customers with volume rebates and physical rebates, giving rise to variable consideration. (i) V olume rebates Retrospective volume rebates may be provided to certain customers once the quantity of products purchased during the period exceeds a threshold specified in the contract. Rebates are offset against amounts payable by the customer. To estimate the variable consideration for the expected future rebates, the most likely amount method is used for contracts with a single-volume threshold and the expected value method for contracts with more than one volume threshold. The selected method that best predicts the amount of variable consideration is primarily driven by the number of volume thresholds contained in the contract. The requirements on constraining estimates of variable consideration are applied and a refund liability for the expected future rebates is recognised. (ii) Physical rebates Physical rebates, including the loyalty program, refer to the option the Group grants to the customers to acquire additional goods for free or at a discount. Under IFRS 15, the physical rebates give rise to a separate performance obligation because they provide a material right to the customer and the Group allocates a portion of the transaction price to the material right based on the relative stand-alone selling price. Other income Interest income is recognised on an accrual basis using the effective interest method by applying the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset. Contract liabilities A contract liability is recognised when a payment is received, or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods. Contract liabilities are recognised as revenue when the Group performs under the contract (i.e., transfers control of the related goods to the customer). Other employee benefits Pension schemes The Group operates a defined contribution Mandatory Provident Fund retirement benefit scheme (the “MPF Scheme”) under the Mandatory Provident Fund Schemes Ordinance for certain of its employees. Contributions are made based on a percentage of the employees’ basic salaries and are charged to profit or loss as they become payable in accordance with the rules of the MPF Scheme. The assets of the MPF Scheme are held separately from those of the Group in an independently administered fund. The Group’s employer contributions vest fully with the employees when contributed into the MPF Scheme. The employees of the Group’s subsidiaries which operate in Chinese mainland are required to participate in a central pension scheme operated by the local municipal government. These subsidiaries are required to contribute a certain percentage of their payroll costs to the central pension scheme. The contributions are charged to profit or loss as they become payable in accordance with the rules of the central pension scheme. Housing fund and other social insurances The Group has participated in defined social security contribution schemes for its employees pursuant to the relevant laws and regulations of the PRC. These include housing fund, basic medical insurance, unemployment insurance, injury insurance and maternity insurance. The Group makes monthly contributions to the housing fund and other social insurances. The contributions are charged to profit or loss on an accrual basis. The Group has no further obligations beyond the contributions made. Termination benefits Termination benefits are recognised at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises restructuring costs involving the payment of termination benefits. Borrowing costs All borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Share-based payments The Company operates a share option scheme. Employees (including directors) of the Group receive remuneration in the form of share-based payments, whereby employees (including directors) render services in exchange for equity instruments (“equity-settled transactions”). The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an external valuer using a binomial model, further details of which are given in note 29 to the Historical Financial Information. APPENDIX I ACCOUNTANTS’ REPORT – I-21 – --- page 320 --- The cost of equity-settled transactions is recognised in employee benefit expense, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The charge or credit to profit or loss for a period represents the movement in the cumulative expense recognised as at the beginning and end of that period. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions. For awards that do not ultimately vest because non-market performance and/or service conditions have not been met, no expense is recognised. Where awards include a market or non-vesting condition, the transactions are treated as vesting irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified, if the original terms of the award are met. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payments, or is otherwise beneficial to the employee as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. This includes any award where non-vesting conditions within the control of either the Group or the employee are not met. However, if a new award is substituted for the cancelled award, and is designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. Foreign currencies The Historical Financial Information is presented in RMB which is the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Foreign currency transactions recorded by the entities in the Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of exchange ruling at the end of the reporting period. Differences arising on settlement or translation of monetary items are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss, respectively). The functional currencies of certain overseas subsidiaries are currencies other than the RMB. As at the end of the reporting period, the assets and liabilities of these entities are translated into RMB at the exchange rates prevailing at the end of the reporting period and their statements of profit or loss are translated into RMB at the exchange rates that approximate to those prevailing at the dates of the transactions. The resulting exchange differences are recognised in other comprehensive income and accumulated in the exchange fluctuation reserve, except to the extent that the differences are attributable to non-controlling interests. On disposal of a foreign operation, the cumulative amount in the reserve relating to that particular foreign operation is recognised in profit or loss. 3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES The preparation of the Group’s Historical Financial Information required management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future. Judgements In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements: Deferred tax assets Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. APPENDIX I ACCOUNTANTS’ REPORT – I-22 – --- page 321 --- The Group has tax losses of RMB420,223,000, RMB152,821,000 and RMB167,353,000, respectively, carried forward as at 31 December 2023, 2024 and 2025. These losses related to the Company and subsidiaries that have a history of losses, have not expired, and may not be used to offset taxable income elsewhere in the Group. The subsidiaries have neither any taxable temporary difference nor any tax planning opportunities available that could partly support the recognition of these losses as deferred tax assets. On this basis, the Group has determined that it cannot recognise deferred tax assets on the tax losses carried forward. If the Group had been able to recognise all unrecognised deferred tax assets, the profit and equity would have increased by RMB70,098,000, RMB58,138,000 and RMB14,316,000 respectively, for the each of years ended 31 December 2023, 2024 and 2025. Further details on deferred taxes are disclosed in note 18 to the Historical Financial Information. Identifying performance obligations in physical rebates The Group operates physical rebates that grant customers an option to acquire additional goods for free or at a discount in future purchases. The Group assessed that the option provides a material right to customers that they would not receive without entering into a contract. Consequently, the Group concludes that the promise to grant the option is a performance obligation. The Group accounts for future purchase option as a separately identifiable component of the sales transaction in which it is granted. The fair value of the consideration received or receivable in respect of the initial sale is allocated between the components, i.e., the goods sold (revenue) and the option granted (deferred revenue). The allocation is made by reference to the relative standalone values of the components, i.e., the amounts for which each component could be sold separately. The expected physical rebates at the end of each of the Relevant Periods are disclosed in note 25 to the Historical Financial Information. Estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each of the Relevant Periods, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. V ariable consideration for volume rebates The Group estimates variable consideration to be included in the transaction price for the sale of products with rights of volume rebates. The Group’s expected volume rebates are analysed on a per customer basis for contracts that are subject to a single volume threshold. Determining whether a customer is likely to be entitled to a rebate depends on the customer’s historical rebate entitlement and accumulated purchases to date. The Group updates its assessment of expected volume rebates quarterly and the contract liabilities are adjusted accordingly. Estimates of expected volume rebates are sensitive to changes in circumstances and the Group’s past experience regarding rebate entitlements may not be representative of customers’ actual rebate entitlements in the future. The expected volume rebates at the end of each of the Relevant Periods were disclosed in note 25 to the Historical Financial Information. Provision for expected credit losses on trade receivables and other receivables The Group has applied the probability of default approach to calculate the expected credit losses for trade receivables and other receivables and considered the default event, historical loss rate and adjusted for forward-looking macroeconomic data in calculating the expected credit loss rate. The assessment of the correlation among historical loss rates and forecast economic conditions is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of a customer’s actual default in the future. The information about the ECLs on the Group’s trade receivables and other receivables is disclosed in note 20 and note 21 to the Historical Financial Information, respectively. Leases — Estimating the incremental borrowing rate The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an incremental borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group “would have to pay”, which requires estimation when no observable rates are available (such as for entities that do not enter into financing transactions) or when it needs to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating). 4. OPERATING SEGMENT INFORMATION For management purposes, the Group is not organised into business units based on their products and services and only has one reportable operating segment. Since this is the only reportable operating segment of the Group, no further operating segment analysis thereof is presented. APPENDIX I ACCOUNTANTS’ REPORT – I-23 – --- page 322 --- Geographical information (a) Revenue from external customers Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,312 798,206 4,010,117 Asia-Pacific /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,307 261,924 4,129,731 Africa /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118904 171,166 553,882 Chinese mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,096 63,525 89,798 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/H11182,683 35,017 216,984 Total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,302 1,329,838 9,000,512 * Comprising Middle East and Central Asia, Latin America and Northern America. The revenue information above is based on the locations of the customers. (b) Non-current assets No geographical information related to non-current assets is presented as nearly all non-current assets of the Group are located in Chinese mainland. Information about major customers External customers from which the revenue amounted to over 10% of the total revenue of the Group for each of the Relevant Periods were as follows: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Customer A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,006 * * Customer B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,368 * * Customer C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,057 * * Customer D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,650 – – Customer E /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– * 1,209,079 Customer F /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– * 1,072,780 * Less than 10% of the Group’s revenue 5. REVENUE, OTHER INCOME AND GAINS An analysis of revenue is as follows: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Revenue from contracts with customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,302 1,329,838 9,000,512 APPENDIX I ACCOUNTANTS’ REPORT – I-24 – --- page 323 --- Revenue from contracts with customers (a) Disaggregated revenue information Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Types of goods SigenStor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,174 1,204,247 8,363,020 Gateway /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,115 78,380 438,885 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/H11181,013 47,211 198,607 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/H111858,302 1,329,838 9,000,512 Timing of revenue recognition Goods transferred at a point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,302 1,329,838 9,000,512 The following table shows the amounts of revenue recognised in the Relevant Periods that were included in the contract liabilities at the beginning of each of the Relevant Periods: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Revenue recognised that was included in contract liabilities at the beginning of the reporting year Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,686 13,462 (b) Performance obligations Information about the Group’s performance obligation is summarised below: Sale of goods The performance obligation is satisfied at the point in time when control of the goods is transferred to the customer, generally on acceptance of the product by the customer or upon confirmation from the customer. Under the terms of FOB, the control of assets is transferred to customers when the products pass the ship’s rail at the named port of shipment, while under CIF, the control is transferred when the products are on the water. The payment is generally due within 30 to 90 days from delivery, except for new customers, whose payment in advance is normally required. Some contracts provide customers with a right to volume rebates which give rise to variable consideration subject to constraint. The amounts of transaction prices allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at the end of each of the Relevant Periods is as follows: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Amounts expected to be recognised as revenue: Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,940 13,462 18,826 All amounts of transaction prices allocated to the performance obligations of sales of goods are expected to be recognised as revenue within one year. APPENDIX I ACCOUNTANTS’ REPORT – I-25 – --- page 324 --- An analysis of other income and gains is as follows: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Other income Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,222 4,285 8,802 Additional value added tax deduction /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 19,292 Government grants* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118321 2,891 31,114 Technical support services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 6 4–– Waste recycling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856 119 1,126 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/H1118162 165 541 Total other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,725 7,460 60,875 Gains Foreign exchange gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,544 13 115,037 Gain on termination of a lease (note 15(c)) /H1118/H1118/H1118/H1118/H1118/H1118 – – 2,325 Fair value gains, net: Financial assets at fair value through profit or loss – – 1,833 Gains on disposal of derivative financial instruments, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 405 – Total 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/H11181,544 418 119,195 Total other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,269 7,878 180,070 * The government grants have been received from the PRC local government authorities to support the operating activities of the Group’s subsidiaries incorporated in Chinese mainland. There are no unfulfilled eligibility requirements or conditions relating to these government grants. 6. PROFIT/(LOSS) BEFORE TAX The Group’s profit/(loss) before tax is arrived at after charging/(crediting): Y ear ended 31 December Notes 2023 2024 2025 RMB’000 RMB’000 RMB’000 Cost of inventories sold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,589 663,955 4,199,467 Write-down of inventories to net realisable value (a) /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 – 1,052 4,084 Additional product warranty provision (a) /H1118/H1118/H1118/H1118/H1118/H1118/H11181,234 29,715 277,903 Depreciation of property, plant and equipment (b) /H1118/H1118 10,107 27,214 51,813 Depreciation of right-of-use assets (b) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815(c) 8,469 13,589 15,250 Amortisation of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 87 138 243 Research and development costs (c) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,023 41,164 84,880 Expense relating to short-term leases and leases of low-value assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815(c) 559 1,191 1,979 Fair value losses/(gains), net: Derivative 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– 49 (1,833) Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,648 25,929 Outsourcing and labour costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,789 38,376 41,152 Employee benefit expense (including directors’, chief executive’s and supervisors’ remuneration in note 9 ) (c): Wages and salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,987 258,804 470,058 Pension scheme contributions and social welfare /H1118/H1118 10,021 19,577 34,297 Equity-settled share-based payment expenses /H1118/H1118/H1118/H1118 123,107 58,657 286,435 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/H1118273,115 337,038 790,790 Foreign exchange differences, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,544) 22,452 (115,037) (a) The impairment losses of inventories recognised and the additional provision for product warranty for the Relevant Periods are included in “Cost of sales” in the consolidated statement of profit or loss and other comprehensive income. APPENDIX I ACCOUNTANTS’ REPORT – I-26 – --- page 325 --- (b) The depreciation of property, plant and equipment and the depreciation of right-of-use assets for the Relevant Periods were included in “cost of sales”, “selling and distribution expenses”, “administrative expenses” and “research and development expenses” in the consolidated statement of profit or loss and other comprehensive income. (c) The employee benefit expense for the Relevant Periods were included in “selling and distribution expenses”, “administrative expenses” and “research and development expenses” in the consolidated statement of profit or loss and other comprehensive income. 7. OTHER EXPENSES Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Fair value losses, net: Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–4 9 – Foreign exchange losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 22,465 – 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/H1118494 1,134 1,963 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/H1118494 23,648 1,963 For the details of Pre-IPO Investments, please refer to note 28 to the Historical Financial Information. 8. FINANCE COSTS An analysis of finance costs is as follows: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Interest on bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,421 8,565 21,725 Interest on lease liabilities (note 15) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,334 2,255 2,050 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,755 10,820 23,775 9. DIRECTORS’, CHIEF EXECUTIVE’S AND SUPERVISORS’ REMUNERATION Directors’, chief executive’s and supervisors’ remuneration for the Relevant Periods is as follows: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– Other emoluments: Salaries, allowances and benefits in kind /H1118/H1118/H1118/H1118/H1118/H11182,720 7,676 15,100 Equity-settled share-based payment expenses /H1118/H1118/H1118/H1118 91,799 2,710 167,951 Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118280 720 750 Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,799 11,106 183,801 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/H111894,799 11,106 183,801 During the Relevant Periods, in respect of their services to the Group, the chief executive and a director subscribed for the registered capital or ordinary shares at a consideration lower than fair value, while certain supervisors were granted restricted shares and options under the Share Incentive Schemes of the Company, further details of which are set out in note 29 to the Historical Financial Information. The amounts of the share-based payment expenses during the Relevant Periods are included in the above directors’, chief executive’s and supervisors’ remuneration disclosures. APPENDIX I ACCOUNTANTS’ REPORT – I-27 – --- page 326 --- The remuneration of each of the directors and supervisors and the chief executive of the Company paid/payable by the Group (including emoluments for services as employees of the group entities prior to becoming the directors/supervisors of the Company) for the Relevant Periods is set out as follows: Y ear ended 31 December 2023 Fees Salaries, allowances and benefits in kind Equity-settled share-based payment expenses Pension scheme contributions Total remuneration RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Chief executive and executive director: Mr. Xu Yingtong (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,460 67,826 140 69,426 Executive director: Mr. Zhang Xianmiao (ii) /H1118/H1118/H1118/H1118/H1118 – 1,260 23,973 140 25,373 Non-executive directors: Mr. Sun Guoqing (iii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– Mr. Wang Lin (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– Ms. Yang Ting (v) /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– 2,720 91,799 280 94,799 Y ear ended 31 December 2024 Fees Salaries, allowances and benefits in kind Equity-settled share-based payment expenses Pension scheme contributions Total remuneration RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Chief executive and executive director: Mr. Xu Yingtong (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,200 – 144 2,344 Executive director: Mr. Zhang Xianmiao (ii) /H1118/H1118/H1118/H1118/H1118 – 2,200 – 144 2,344 Non-executive directors: Mr. Sun Guoqing (iii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– Mr. Wang Lin (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– Ms. Yang Ting (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– ––––– Supervisors: Mr. Liu Qinwei (vi) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,370 1,180 144 2,694 Mr. Zhu Bo (vi) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 906 499 144 1,549 Ms. Yang Shunxia (vi) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,000 1,031 144 2,175 – 3,276 2,710 432 6,418 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,676 2,710 720 11,106 APPENDIX I ACCOUNTANTS’ REPORT – I-28 – --- page 327 --- Y ear ended 31 December 2025 Fees Salaries, allowances and benefits in kind Equity-settled share-based payment expenses Pension scheme contributions Total remuneration RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Chief executive and executivedirector: Mr. Xu Yingtong (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,860 121,748 150 126,758 Executive director: Mr. Zhang Xianmiao (ii) /H1118/H1118/H1118/H1118/H1118 – 4,500 42,199 150 46,849 Non-executive directors: Mr. Sun Guoqing (iii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– Mr. Wang Lin (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– Ms. Yang Ting (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– ––––– Supervisors: Mr. Liu Qinwei (vi) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,210 2,288 150 5,648 Mr. Zhu Bo (vi) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 930 572 150 1,652 Ms. Yang Shunxia (vi) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,600 1,144 150 2,894 – 5,740 4,004 450 10,194 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,100 167,951 750 183,801 (i) Mr. Xu Yingtong has been the chief executive officer since the incorporation of the Company, and was appointed as an executive director on 8 December 2023. (ii) Mr. Zhang Xianmiao was appointed as an executive director on 8 December 2023. (iii) Mr. Sun Guoqing was appointed as a non-executive director on 8 December 2023. (iv) Mr. Wang Lin was appointed as a non-executive director on 31 August 2022. (v) Ms. Yang Ting was appointed as a non-executive director on 8 December 2023. (vi) Mr. Liu Qinwei, Mr. Zhu Bo and Ms. Yang Shunxia were appointed as supervisors on 20 December 2024. There was no arrangement under which a director, the chief executive or a supervisor waived or agreed to waive any remuneration during the Relevant Periods. 10. FIVE HIGHEST PAID EMPLOYEES The five highest paid employees included the chief executive and a director for the year ended 31 December 2023, no director or supervisor for the year ended 31 December 2024, the chief executive and a director for the year ended 31 December 2025, respectively. Details of the remuneration for each of the years ended 31 December 2023, 2024 and 2025 for the remaining three, five, and three highest paid employees, respectively, who are neither a director nor a supervisor of the Company (including emoluments for services as dispatched workers from third-party employment agencies prior to becoming the employees of the Group) are as follows: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Salaries, allowances and benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H11182,825 6,980 9,740 Equity-settled share-based payment expenses /H1118/H1118/H1118/H1118/H11182,771 16,615* 19,315 Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118435 712 450 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,031 24,307 29,505 APPENDIX I ACCOUNTANTS’ REPORT – I-29 – --- page 328 --- The number of non-director, non-chief executive and non-supervisor highest paid employees whose remuneration fell within the following bands is as follows: Number of employees Y ear ended 31 December 2023 2024 2025 HKD2,000,001 to HKD3,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183–– HKD3,000,001 to HKD4,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–3– HDK6,000,001 to HKD7,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1 * – HKD8,000,001 to HKD9,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1 * 1 HKD10,000,001 to HKD11,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1 HKD14,000,001 to HKD15,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118353 * The remuneration for these two employees’ included RMB3,308,000 and RMB2,082,000, respectively, recognised from accelerated vesting due to each employee’s voluntary withdrawal of 31,500 shares under the Share Incentive Schemes in December 2024. 11. INCOME TAX The Group is subject to income tax on an entity basis on profits arising in or derived from the tax jurisdictions in which members of the Group are domiciled and operate. Chinese mainland The subsidiaries incorporated in Chinese mainland are subject to tax at the statutory rate of 25% on the taxable profits determined in accordance with the PRC Corporate Income Tax Law which became effective on 1 January 2008, except for those subject to preferential tax set out below: Shanghai Sigeyuan Intelligence Technology Co., Ltd. was qualified as one of the “Enterprises in Key Industries in Lingang New Area of China (Shanghai) Pilot Free Trade Zone” on 24 January 2024 and is entitled to an income tax rate of 15% for five years from the date of establishment. Furthermore, on 26 December 2024, this subsidiary was granted as a “High and New Technology Enterprise” with a valid period of three years and entitled to a preferential income tax rate of 15%. Such qualifications are subject to review by the relevant tax authority in the PRC every three years. Certain subsidiaries of the Group have applied the Small-Scaled Minimal Profit Corporate Income Tax Preferential Policy announced by the PRC’s State Administration of Taxation. Pursuant to the policy announced by the PRC’s State Administration of Taxation, for the period from 1 January 2022 to 31 December 2027, the annual taxable income amount of a Small-Scaled Minimal Profit Corporate shall be computed at a reduced rate of 25% as taxable income amount, and shall be levied at a reduced tax rate of 20%. Hong Kong The subsidiary incorporated in Hong Kong is subject to Hong Kong profits tax at the rate of 16.5% for taxable income exceeding HKD2,000,000 on any estimated assessable profits arising in Hong Kong. United States The subsidiary incorporated in the United States is subject to statutory United States federal corporate income tax at a rate of 21%. Australia The subsidiary incorporated in Australia is subject to Australian corporate income tax at a rate of 30%. The Group’s tax provision in respect of other jurisdictions has been calculated at the applicable tax rates in accordance with the prevailing practices of the jurisdictions in which the Group’s subsidiaries operate. The income tax expense/(credit) of the Group for the Relevant Periods is analysed as follows: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Current income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118166 12,498 752,382 Deferred income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (40,696) (374,988) 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/H1118166 (28,198) 377,394 APPENDIX I ACCOUNTANTS’ REPORT – I-30 – --- page 329 --- A reconciliation of tax expense/(credit) applicable to profit/(loss) before tax at the statutory tax rate for the jurisdiction in which the majority of the Company’s subsidiaries are domiciled and/or operate to the income tax expense/(credit) at the effective income tax rate for each of the Relevant Periods is as follows: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Profit/(Loss) before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(373,286) 55,647 3,296,226 Tax at the statutory tax rate of 25% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(93,322) 13,912 824,057 Effect of preferential tax rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,058 (27,438) (425,385) Expenses not deductible for tax (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110 167 1,097 Super deductible allowance for research and development costs (b) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(25,551) (34,288) (53,367) Equity-settled share-based payment expenses /H1118/H1118/H1118/H1118/H111827,773 8,962 60,032 Tax effect of utilisation of tax losses and deductible temporary differences not recognised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (47,651) (43,356) Deductible temporary differences and tax losses not recognised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,098 58,138 14,316 Tax charge/(credit) at the Group’s effective income tax rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118166 (28,198) 377,394 (a) Expenses not deductible for tax mainly include the tax effect of non-deductible business entertainment expenses and penalties without compliant notes. (b) Super deductible allowance was for qualified research and development costs. According to the relevant laws and regulations promulgated by the State Taxation Administration of the PRC, enterprises engaging in research and development activities were entitled to claim 175% of their qualified research and development costs as tax deductible expenses when determining their assessable profits for the nine months ended 30 September 2022. According to the relevant laws and regulations, the aforementioned deduction rate has increased to 200% since 1 October 2022. 12. DIVIDENDS No dividend has been paid or declared by the Company during the Relevant Periods. 13. EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY The calculation of the basic earnings/(loss) per share amount is based on the profit/(loss) attributable to ordinary equity holders of the Company and the weighted average numbers of ordinary shares outstanding during the Relevant Periods. The Group had no potentially dilutive ordinary shares in issue during the Relevant Periods. The calculation of basic earnings/(loss) per share is based on: Y ear ended 31 December 2023 2024 2025 Earnings/(loss) Profit/(loss) attributable to ordinary equity holders of the Company (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(373,452) 83,845 2,918,832 Shares Weighted average number of ordinary shares outstanding during the year (’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,707 18,468 23,172 Earnings/(loss) per share: Basic and diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22.35) 4.54 125.96 APPENDIX I ACCOUNTANTS’ REPORT – I-31 – --- page 330 --- The weighted average number of ordinary shares in issue before the Company’s conversion into a joint stock company was determined assuming that the paid-in capital had been fully converted into share capital at the same conversion ratio of 1:1 as upon its conversion into a joint stock company in January 2025. For the details of Pre-IPO Investments, please refer to note 28 to the Historical Financial Information. 14. PROPERTY, PLANT AND EQUIPMENT The Group Plant and machinery Furniture and office equipment Motor vehicles Other equipment Leasehold improvements Construction in progress Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 31 December 2023 At 1 January 2023: Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,162 1,412 – 35 6,491 – 12,100 Accumulated depreciation /H1118 (192) (13) – – (230) – (435) Net carrying amount /H1118/H1118/H1118/H11183,970 1,399 – 35 6,261 – 11,665 At 1 January 2023, net of accumulated depreciation /H1118 3,970 1,399 – 35 6,261 – 11,665 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843,154 3,153 425 8,085 23,098 20,827 98,742 Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,68 4––– – (20,684) – Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (103) – – – – (103) Depreciation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,201) (500) (92) (260) (4,589) – (11,642) At 31 December 2023, net of accumulated depreciation /H1118 61,607 3,949 333 7,860 24,770 143 98,662 At 31 December 2023: Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,000 4,462 425 8,120 29,589 143 110,739 Accumulated depreciation /H1118 (6,393) (513) (92) (260) (4,819) – (12,077) Net carrying amount /H1118/H1118/H1118/H111861,607 3,949 333 7,860 24,770 143 98,662 Plant and machinery Furniture and office equipment Motor vehicles Other equipment Leasehold improvements Construction in progress Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 31 December 2024 At 1 January 2024: Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,000 4,462 425 8,120 29,589 143 110,739 Accumulated depreciation /H1118 (6,393) (513) (92) (260) (4,819) – (12,077) Net carrying amount /H1118/H1118/H1118/H111861,607 3,949 333 7,860 24,770 143 98,662 At 1 January 2024, net of accumulated depreciation /H1118 61,607 3,949 333 7,860 24,770 143 98,662 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,172 1,493 – 5,797 6,561 1,037 42,060 Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,082––– – (1,082) – Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(187) (7) – (48) – – (242) Depreciation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,003) (942) (101) (3,296) (9,755) – (30,097) At 31 December 2024, net of accumulated depreciation /H1118 73,671 4,493 232 10,313 21,576 98 110,383 At 31 December 2024: Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895,856 5,946 425 13,801 36,150 98 152,276 Accumulated depreciation /H1118 (22,185) (1,453) (193) (3,488) (14,574) – (41,893) Net carrying amount /H1118/H1118/H1118/H111873,671 4,493 232 10,313 21,576 98 110,383 APPENDIX I ACCOUNTANTS’ REPORT – I-32 – --- page 331 --- Plant and machinery Furniture and office equipment Motor vehicles Other equipment Leasehold improvements Construction in progress Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 31 December 2025 At 1 January 2025: Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895,856 5,946 425 13,801 36,150 98 152,276 Accumulated depreciation /H1118 (22,185) (1,453) (193) (3,488) (14,574) – (41,893) Net carrying amount /H1118/H1118/H1118/H111873,671 4,493 232 10,313 21,576 98 110,383 At 1 January 2025, net of accumulated depreciation /H1118 73,671 4,493 232 10,313 21,576 98 110,383 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111891,137 6,047 266 32,439 79,551 204,008 413,448 Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,72 4––– – (22,724) – Transfers to other intangible assets (note 16) /H1118/H1118/H1118/H1118/H1118/H1118–––– – (123) (123) Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,382) (188) – (500) – – (5,070) Depreciation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,905) (1,499) (113) (6,099) (24,878) – (57,494) At 31 December 2025, net of accumulated depreciation /H1118 158,245 8,853 385 36,153 76,249 181,259 461,144 At 31 December 2025: Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,682 11,660 691 45,518 115,642 181,259 555,452 Accumulated depreciation /H1118 (42,437) (2,807) (306) (9,365) (39,393) – (94,308) Net carrying amount /H1118/H1118/H1118/H1118158,245 8,853 385 36,153 76,249 181,259 461,144 The Company Plant and machinery Furniture and office equipment Motor vehicles Other equipment Leasehold improvements Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 31 December 2023 At 1 January 2023: Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,162 1,412 – 35 6,491 12,100 Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(192) (13) – – (230) (435) Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,970 1,399 – 35 6,261 11,665 At 1 January 2023, net of accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,970 1,399 – 35 6,261 11,665 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,533 70 416 3 2,332 4,354 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (82) – – – (82) Depreciation provided during the year /H1118/H1118/H1118(1,773) (258) (91) (12) (2,448) (4,582) At 31 December 2023, net of accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,730 1,129 325 26 6,145 11,355 At 31 December 2023: Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,695 1,400 416 38 8,823 16,372 Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,965) (271) (91) (12) (2,678) (5,017) Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,730 1,129 325 26 6,145 11,355 APPENDIX I ACCOUNTANTS’ REPORT – I-33 – --- page 332 --- Plant and machinery Furniture and office equipment Motor vehicles Other equipment Leasehold improvements Construction in progress Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 31 December 2024 At 1 January 2024: Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,695 1,400 416 38 8,823 – 16,372 Accumulated depreciation /H1118 (1,965) (271) (91) (12) (2,678) – (5,017) Net carrying amount /H1118/H1118/H1118/H11183,730 1,129 325 26 6,145 – 11,355 At 1 January 2024, net of accumulated depreciation /H1118 3,730 1,129 325 26 6,145 – 11,355 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 9 5 5 9 8 1,053 Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(125) – – – – – (125) Depreciation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,743) (267) (99) (13) (2,641) – (4,763) At 31 December 2024, net of accumulated depreciation /H1118 1,862 862 226 13 4,459 98 7,520 At 31 December 2024: Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,570 1,400 416 38 9,778 98 17,300 Accumulated depreciation /H1118 (3,708) (538) (190) (25) (5,319) – (9,780) Net carrying amount /H1118/H1118/H1118/H11181,862 862 226 13 4,459 98 7,520 Plant and machinery Furniture and office equipment Motor vehicles Other equipment Leasehold improvements Construction in progress Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 31 December 2025 At 1 January 2025: Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,570 1,400 416 38 9,778 98 17,300 Accumulated depreciation (3,708) (538) (190) (25) (5,319) – (9,780) Net carrying amount /H1118/H1118/H11181,862 862 226 13 4,459 98 7,520 At 1 January 2025, net of accumulated depreciation /H1118 1,862 862 226 13 4,459 98 7,520 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189––– 5,385 25 5,419 Transfers to other intangible assets (note 16) /H1118/H1118/H1118/H1118/H1118/H1118–––– – (123) (123) Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,199) (178) – – – – (1,377) Depreciation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(647) (226) (98) (13) (4,910) – (5,894) At 31 December 2025, net of accumulated depreciation /H1118 25 458 128 – 4,934 – 5,545 At 31 December 2025: Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374 1,079 416 38 15,162 – 17,069 Accumulated depreciation (349) (621) (288) (38) (10,228) – (11,524) Net carrying amount /H1118/H1118/H1118 25 458 128 – 4,934 – 5,545 APPENDIX I ACCOUNTANTS’ REPORT – I-34 – --- page 333 --- 15. LEASES The Group as a lessee The Group has lease contracts for various items of properties used in its operations. Lump sum payments were made upfront to acquire the leased land from the owners with lease periods of 30 years, and no ongoing payments will be made under the terms of this land lease. Leases of properties generally have lease terms between 18 months and 5 years, while leasehold land generally has lease terms of 30 years. Generally, the Group is restricted from assigning and subleasing the leased assets outside the Group. (a) Right-of-use assets The carrying amounts of right-of-use assets and the movements during the Relevant Periods are as follows: The Group Properties Leasehold land Total RMB’000 RMB’000 RMB’000 At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,903 – 22,903 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/H111834,280 – 34,280 Reassessment of a change in lease terms /H1118/H1118/H1118/H1118/H1118/H1118/H1118(19) – (19) Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,675) – (12,675) At 31 December 2023 and at 1 January 2024 /H1118/H1118/H1118/H1118/H111844,489 – 44,489 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/H111812,252 – 12,252 Reassessment of a change in lease terms /H1118/H1118/H1118/H1118/H1118/H1118/H1118725 – 725 Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,527) – (15,527) At 31 December 2024 and at 1 January 2025 /H1118/H1118/H1118/H1118 41,939 – 41,939 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/H111813,588 18,266 31,854 Early termination of leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,905) – (12,905) Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,612) (457) (20,069) At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,010 17,809 40,819 The Company Properties RMB’000 At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,903 Early termination of leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,871) Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,032) At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– APPENDIX I ACCOUNTANTS’ REPORT – I-35 – --- page 334 --- (b) Lease liabilities The carrying amounts of lease liabilities and the movements during the Relevant Periods are as follows: The Group As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Carrying amount at the beginning of the year /H1118/H1118/H1118/H1118/H111822,720 47,462 44,865 New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,151 11,619 12,205 Accretion of interest recognised during the year (note 8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,334 2,255 2,050 Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,724) (17,196) (19,425) Reassessment of a change in lease terms /H1118/H1118/H1118/H1118/H1118/H1118/H1118(19) 725 – Early termination of leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (15,230) Carrying amount at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,462 44,865 24,465 Analysed into: Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,419 19,118 13,446 Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,043 25,747 11,019 The Company As at 31 December 2023 RMB’000 Carrying amount at the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,720 Accretion of interest recognised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118359 Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(66) Early termination of a lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(23,013) Carrying amount at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– The maturity analysis of lease liabilities is disclosed in note 37 to the Historical Financial Information. (c) The amounts recognised in profit or loss in relation to leases are as follows: The Group As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Interest on lease liabilities (note 8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,334 2,255 2,050 Depreciation charge of right-of-use assets (note 6) /H1118/H1118 8,469 13,589 15,250 Expense relating to short-term leases and leases of low-value assets (note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118559 1,191 1,979 Gain on termination of a lease (note 5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (2,325) Total amount recognised 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/H1118/H1118/H1118/H1118/H111811,362 17,035 16,954 (d) The total cash outflow for leases and future cash outflows relating to leases that have not yet commenced are disclosed in note 31 and 32, respectively, to the Historical Financial Information. APPENDIX I ACCOUNTANTS’ REPORT – I-36 – --- page 335 --- 16. OTHER INTANGIBLE ASSETS The Group As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Software: At beginning of year: 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/H1118514 1,273 1,947 Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21) (108) (246) Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118493 1,165 1,701 At beginning of year, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118493 1,165 1,701 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118759 674 396 Transfer from construction in progress (note 14) /H1118 – – 123 Amortisation provided during the year (note 6) /H1118/H1118 (87) (138) (243) At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,165 1,701 1,977 At end of year: 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/H11181,273 1,947 2,466 Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(108) (246) (489) Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,165 1,701 1,977 The Company As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Software: At beginning of year: 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/H1118514 1,171 1,787 Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21) (102) (228) Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118493 1,069 1,559 At beginning of year, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118493 1,069 1,559 Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118657 616 396 Transfer from construction in progress (note 14) /H1118 – – 123 Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118(81) (126) (227) At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,069 1,559 1,851 At end of year: 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/H11181,171 1,787 2,306 Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(102) (228) (455) Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,069 1,559 1,851 APPENDIX I ACCOUNTANTS’ REPORT – I-37 – --- page 336 --- 17. INVESTMENTS IN SUBSIDIARIES The Company As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Investments in subsidiaries — capital contribution from the Company for obtaining 100% equity interests in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118102,200 124,361 215,363 Investments in subsidiaries — deemed investments arising from share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,155 91,867 218,090 Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134,355 216,228 433,453 The Company’s outstanding balances with the subsidiaries are disclosed in note 33 to the Historical Financial Information. 18. DEFERRED TAX The movements in deferred tax assets and liabilities during the Relevant Periods are as follows: Deferred tax assets The Group Lease liabilities Impairment of financial assets Provision for impairment of inventories Unrealised gains on internal transactions Provision Loss available for offsetting against future profit Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Gross deferred tax assets at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,680 – – – – – 5,680 Deferred tax credited to profit or loss during the year /H1118/H1118/H1118/H1118/H1118993 – – – – – 993 Gross deferred tax assets at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H11186,673 – – – – – 6,673 Deferred tax credited/(charged) to profit or loss during the year /H1118/H1118 (119) 1,971 107 – 1,253 36,897 40,109 Gross deferred tax assets at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H11186,554 1,971 107 – 1,253 36,897 46,782 Deferred tax credited/(charged) to profit or loss during the year /H1118/H1118 (3,168) 18,245 885 336,244 53,973 (31,562) 374,617 Gross deferred tax assets at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H11183,386 20,216 992 336,244 55,226 5,335 421,399 Elimination of unrealised gains arising from intra-group transactions gives rise to temporary differences between the carrying amount of inventories and their tax bases. As at 31 December 2025, the management concluded that it is probable that sufficient taxable profits will be available against which the deductible temporary differences can be utilised. Accordingly, deferred tax assets have been recognised. The Company Lease liabilities RMB’000 Gross deferred tax assets at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,680 Deferred tax charged to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,680) Gross deferred tax assets at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– APPENDIX I ACCOUNTANTS’ REPORT – I-38 – --- page 337 --- Deferred tax liabilities The Group Right-of-use assets Fair value adjustments arising from derivative financial instruments at fair value through profit or loss Total RMB’000 RMB’000 RMB’000 Gross deferred tax liabilities at 1 January 2023 /H1118/H1118/H1118 5,680 – 5,680 Deferred tax charged to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118993 – 993 Gross deferred tax liabilities at 31 December 2023 /H1118 6,673 – 6,673 Deferred tax credited to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(587) – (587) Gross deferred tax liabilities at 31 December 2024 /H1118 6,086 - 6,086 Deferred tax (credited)/charged to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,921) 2,550 (371) Gross deferred tax liabilities at 31 December 2025 /H1118 3,165 2,550 5,715 The Company Right-of-use assets RMB’000 Gross deferred tax liabilities at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,680 Deferred tax credited to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,680) Gross deferred tax liabilities at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– For presentation purposes, certain deferred tax assets and liabilities have been offset in the statements of financial position. The following is an analysis of the deferred tax balances of the Group for financial reporting purposes: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Net deferred tax assets recognised in the consolidated statements of financial position /H1118/H1118/H1118/H1118 – 40,711 418,234 Net deferred tax liabilities recognised in the consolidated statements of financial position /H1118/H1118/H1118/H1118 – 15 2,550 Deferred tax assets have not been recognised in respect of tax losses and deductible temporary differences of certain subsidiaries: The Group As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Tax losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118420,223 152,821 167,353 Deductible temporary differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118942 180,024 12,411 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/H1118421,165 332,845 179,764 The above tax losses are available for offsetting against future taxable profits of the companies in which the losses arose. Deferred tax assets have not been recognised in respect of the above items as these subsidiaries are not considered probable that taxable profits will be available against which the above items can be utilised. The Group has tax losses of RMB420,223,000, RMB152,821,000 and RMB167,353,000 as at 31 December 2023, 2024 and 2025, respectively, that will expire in one to six years for offsetting against future taxable profits. APPENDIX I ACCOUNTANTS’ REPORT – I-39 – --- page 338 --- 19. INVENTORIES The Group As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878,355 287,080 1,506,668 Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,634 113,867 446,000 Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,466 80,949 195,722 189,455 481,896 2,148,390 Provision for impairment of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,052) (5,136) 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/H1118189,455 480,844 2,143,254 The movements in the provision for impairment of inventories are as follows: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,052 Impairment losses recognised, net (note 6) /H1118/H1118/H1118/H1118/H1118/H1118 – 1,052 4,084 At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,052 5,136 The Company As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843 12 – 20. TRADE AND BILLS RECEIV ABLES The Group An analysis of trade and bills receivables is as follows: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 357 18,019 Bank acceptance notes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 12,082 Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,703 371,948 3,228,338 20,703 372,305 3,258,439 Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(442) (14,709) (95,859) Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,261 357,596 3,162,580 The Group’s trading terms with its customers are mainly on credit, except for new customers, where payment in advance is normally required. The credit period is generally from 30 to 60 days, extending up to 90 days under the terms of FOB and CIF. The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to minimise credit risk. Overdue balances are reviewed regularly by senior management. The credit enhancement of the Group is guaranteed by China Export & Credit Insurance Corporation for the majority of the Group’s international businesses. Trade receivables are non-interest-bearing. APPENDIX I ACCOUNTANTS’ REPORT – I-40 – --- page 339 --- An ageing analysis of trade receivables as at 31 December 2023, 2024 and 2025, based on the transaction date and net of loss allowance, is as follows: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 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/H111819,436 312,322 2,422,502 Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118754 43,712 691,312 Over 3 months and within 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871 328 11,434 Over 6 months and within 9 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 437 3,340 Over 9 months and within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20 762 Over 1 year and within 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 420 3,129 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/H111820,261 357,239 3,132,479 The movements in the loss allowance for impairment of trade receivables are as follows: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 442 14,709 Effect of foreign exchange /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (307) Impairment losses recognised, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118442 14,267 81,457 At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118442 14,709 95,859 The Group has classified bank acceptance notes that are held both to collect cash flows and to sell as financial assets at fair value through other comprehensive income under IFRS 9. All bills receivables at amortised cost and bank acceptance notes at fair value through other comprehensive income are aged within 6 months. The Group considers that there is no material credit risk in the bills receivables and bank acceptance notes held by the Group. Simplified approach is used to measure expected credit losses when performing impairment analysis at each reporting date. Since the ageing of most trade receivables is within one year, the Group considers the probability of default of comparable companies with published credit ratings, as well as the background and credit profile of each client. As at 31 December 2023 and 2024 and 2025, the probability of default applied ranged from 3.17% to 3.26%, from 4.43% to 6.82% and from 4.43% to 6.82%, respectively, and the loss given default was estimated to be 63.60%, from 61.10% to 63.50% and from 61.10% to 63.50%, respectively. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. The Group writes off trade receivables when there is information indicating that the counterparty is in severe financial difficulties and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings, whichever occurs sooner, taking into account legal advice where appropriate. Set out below is the information about the credit risk exposure on the Group’s trade receivables using a matrix provision: As at 31 December 2023 Expected credit loss rate Total gross carrying amount Expected credit losses % RMB’000 RMB’000 Collectively assessed: Wholesale industry /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.13 20,703 442 As at 31 December 2024 Expected credit loss rate Total gross carrying amount Expected credit losses % RMB’000 RMB’000 Individually assessed: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.00 2,930 2,930 Collectively assessed: Wholesale industry /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.19 369,018 11,779 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/H1118371,948 14,709 APPENDIX I ACCOUNTANTS’ REPORT – I-41 – --- page 340 --- As at 31 December 2025 Expected credit loss rate Total gross carrying amount Expected credit losses % RMB’000 RMB’000 Individually assessed: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.00 2,646 2,646 Collectively assessed: Wholesale industry /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.89 3,225,692 93,213 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/H11183,228,338 95,859 The Company An analysis of trade receivables is as follows: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118414 45,668 60,621 Impairment losses recognised, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14) (553) (12) Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400 45,115 60,609 An ageing analysis of trade receivables as at 31 December 2023, 2024 and 2025, based on the billing date and net of loss allowance, is as follows: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400 44,715 60,195 Over 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– 400 414 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/H1118400 45,115 60,609 The movements in the loss allowance for impairment of trade receivables are as follows: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 14 553 Impairment losses recognised/(reversal of impairment losses), net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 539 (541) At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 553 12 21. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS The Group As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Current: Value-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,989 120,237 358,746 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/H11187,465 12,406 22,963 Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,584 15,967 79,186 Listing expenditures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,169 5,360 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/H1118536 1,099 6,133 63,574 151,878 472,388 Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(65) (149) (173) Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,509 151,729 472,215 APPENDIX I ACCOUNTANTS’ REPORT – I-42 – --- page 341 --- As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Non-current: Value-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 527,798 Prepayments to acquire non-current assets /H1118/H1118/H1118/H1118/H11181,428 995 33,914 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– – 1,900 Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,428 995 563,612 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,937 152,724 1,035,827 The movements in the loss allowance for impairment of other receivables and other assets are as follows: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 65 149 Impairment losses recognised, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858 84 24 At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865 149 173 An impairment analysis was performed at the end of each of the Relevant Periods. The ECLs of the financial assets included in other receivables and other assets were measured based on the 12-month expected credit losses if they were not past due and there was no information indicating that the financial assets had a significant increase in credit risk since initial recognition. As at 31 December 2023, 2024 and 2025, the probability of default applied ranged from 0.50% to 3.12%, from 0.51% to 3.18%, and from 0.16% to 3.18%, respectively, and the loss given default was estimated to be from 60.10% to 63.60%, from 59.90% to 63.50%, and from 59.90% to 63.50%, respectively. The calculation reflected the probability- weighted outcome, the time value of money and reasonable and supportable information that was available at the end of each of the Relevant Periods about past events, current conditions and forecasts of future economic conditions. The Company As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Current: Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118184,991 345,013 169,050 Listing expenditures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,169 5,360 Prepayment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118470 1,021 2,456 Value-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,141 1,099 2,986 Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118238 238 191 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/H111873 71 58 188,913 349,611 180,101 Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,141) (10,941) (127) Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118182,772 338,670 179,974 Non-current: Prepayments to acquire non-current assets /H1118/H1118/H1118/H1118/H1118 –9– Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118182,772 338,679 179,974 The movements in the loss allowance for impairment of other receivables and other assets are as follows: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 6,141 10,941 Impairment losses recognised/(reversal of impairment losses), net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,134 4,800 (10,814) At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,141 10,941 127 APPENDIX I ACCOUNTANTS’ REPORT – I-43 – --- page 342 --- 22. CASH AND CASH EQUIV ALENTS, RESTRICTED CASH AND DEPOSITS The Group As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,874 430,970 1,118,964 Pledged deposits and restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118136 5,785 54,892 Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118237,010 436,755 1,173,856 Less: Interest receivable on bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,568) (6,676) (9,671) Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(79) (104) (272) Pledged deposits for derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (5,609) (54,550) Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(57) (72) (70) Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233,306 424,294 1,109,293 Denominated in: RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118204,749 212,305 322,111 EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,930 126,409 255,111 USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,377 43,441 398,192 AUD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872 32,635 102,012 ZAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,645 8,894 GBP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,178 2,620 19,470 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– 239 3,503 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/H1118233,306 424,294 1,109,293 The RMB is not freely convertible into other currencies, however, under Chinese mainland’s Foreign Exchange Control Regulations and Administration of Settlement, and Sale and Payment of Foreign Exchange Regulations, the Group is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange business. Cash at banks earns interest at floating rates based on daily bank deposit rates. Short term time deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earns interest at fixed rates between 1% and 2%. The bank balances are deposited with creditworthy banks with no history of default. The carrying amounts of the cash and cash equivalents approximate to their fair values. The Company As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118191,001 174,591 168,179 Less: Interest receivable on bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,568) (6,676) (9,671) Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118187,433 167,915 158,508 Denominated in: RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118187,433 167,915 158,508 23. TRADE PAYABLES An ageing analysis of trade payables as at the end of each of the Relevant Periods, based on the billing date, is as follows: The Group As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,848 359,129 1,157,579 Over 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/H111813 233 349 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/H111875,861 359,362 1,157,928 APPENDIX I ACCOUNTANTS’ REPORT – I-44 – --- page 343 --- The Company As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883 23 – Over 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/H111813 20 42 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/H111896 43 42 The trade payables are non-interest-bearing and are normally settled on terms of 30 to 90 days. 24. OTHER PAYABLES AND ACCRUALS The Group As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Salaries and benefits payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,050 72,780 164,085 Tax payable other than income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,304 14,374 143,114 Accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,983 26,906 98,467 Payables for property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H11189,211 7,912 101,568 Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500 7,100 6,600 Listing expenditures payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,191 10,260 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/H11181,196 2,598 8,297 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/H111855,244 135,861 532,391 The Company As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Salaries and benefits payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,102 8,083 2,284 Listing expenditures payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,191 10,260 Accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118624 258 6,448 Tax payable other than income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118137 226 136 Payables for property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118308 214 87 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/H111811 25 19 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/H11185,182 12,997 19,234 Other payables are unsecured, interest-free and repayable on demand. 25. CONTRACT LIABILITIES The Group As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Short-term advances received from customers: Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,940 13,462 18,826 V olume rebates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118766 60,960 540,045 Physical rebates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,176 70,816 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,706 86,598 629,687 APPENDIX I ACCOUNTANTS’ REPORT – I-45 – --- page 344 --- 26. INTEREST-BEARING BANK BORROWINGS The Group The effective interest rates and maturities of the borrowings are as follows: As at 31 December 2023 Effective interest rate Maturity (%) RMB’000 Current Bank loans — unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.7-3.0 On demand 53,382 Bank loans — unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.0 2024 148,619 Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118202,001 Non-current Bank loans — unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.0 2025 1,500 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118203,501 As at 31 December 2024 Effective interest rate Maturity (%) RMB’000 Current Bank loans — unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.7-3.0 On demand 53,940 Bank loans — unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.5-3.5 2025 331,180 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/H1118385,120 As at 31 December 2025 Effective interest rate Maturity (%) RMB’000 Current Bank loans — unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.4-2.6 On demand 41,918 Bank loans — unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.0-3.0 2026 1,668,415 Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,710,333 Non-current Bank loans — unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.6 2027 10,100 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,720,433 The carrying amounts of borrowings are denominated in RMB. As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Analysed into: Bank loans repayable: Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118202,001 385,120 1,710,333 In the second year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,500 – 10,100 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/H1118203,501 385,120 1,720,433 The Company As at 31 December 2024 Effective interest rate Maturity (%) RMB’000 Current Bank loans — unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.0-3.5 2025 31,869 APPENDIX I ACCOUNTANTS’ REPORT – I-46 – --- page 345 --- 27. PROVISION The Group As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Non-current: Product warranties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,234 23,682 171,979 Current: Product warranties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,397 91,605 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,234 27,079 263,584 The Group provides warranties on products and undertakes to repair or replace items that fail to perform satisfactorily. Provision was made for estimated warranty claims in respect of products sold which were still under warranty at the end of each of the Relevant Periods. The amount of the provision for the warranties is estimated based on sales volumes and past experience of the level of repairs and returns. The estimation basis is reviewed on an ongoing basis and revised where appropriate. In November 2025, after reviewing reports that AC plugs used in its single phase 8/10/12kW inverter models sold in Australia were at risk of overheating and becoming damaged, the Group initiated a volunteer recall covering the aforementioned products sold in Australia, the Group’s management has completed the assessment of the financial impact of this matter and has recognised the corresponding provision, which have been included in the current provision as at 31 December 2025. 28. PAID-IN CAPITAL/SHARE CAPITAL The paid-in capital/share capital of the Company as at 31 December 2023, 2024 and 2025 was RMB16,857,000, RMB22,156,000 and RMB23,322,000, respectively. The movements therein are as follows: Numbers of ordinary shares Paid-in capital/ Share capital RMB’000 At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 15,450 Capital contribution by shareholders (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 1,407 At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 16,857 Capital contribution by shareholders (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 5,299 At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 22,156 Issue of ordinary shares upon conversion into a joint stock company (note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,156,188 – Issue of ordinary shares (note (c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,166,115 1,166 At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,322,303 23,322 (a) On 27 December 2023, the Company underwent the Series B pre-IPO investment, through which Hangzhou Yiyun Hangshi Xingyan Venture Capital Partnership (Limited Partnership) (“Hangzhou Yiyun”), Yongkang Guohe Yaoneng Venture Capital Partnership (Limited Partnership) (“Guohe Yaoneng”) and Yongkang Xingxu New Energy Technology Partnership Enterprise (Limited Partnership) (“Xingxu New Energy”) subscribed the registered capital amounting to RMB371,926, RMB53,132 and RMB318,794, at a consideration of RMB188.2 per registered capital, to, respectively. Concurrently, Jiaxing Qianzhusong and Jiaxing Mailin subscribed the registered capital amounting to RMB265,662 and RMB796,985, respectively, at a consideration of RMB1 per registered capital. On 31 January 2024, the Company underwent the Series B1 pre-IPO Investment, though which Hangzhou TTGG Zhixin Venture Capital Partnership (Limited Partnership) (“TTGG Ventures”) subscribed the registered capital amounting to RMB159,397 at a consideration of RMB188.2 per registered capital. (b) On 13 January 2025, the Company was converted into a joint stock limited liability company. The net assets of the Company as of 31 October 2024, including paid-in capital, reserves and accumulated losses, amounting to approximately RMB691,050,643, were converted into 22,156,188 ordinary shares at RMB1 each. The excess of the net assets converted over the nominal value of the ordinary shares was credited to the Company’s capital reserve. (c) On 12 February 2025, Mr. Xu Yingtong and Mr. Zhang Xianmiao subscribed for 874,586 and 291,529 ordinary shares, respectively, at a consideration of RMB1 per ordinary share. For the details, please refer to note 29 the Historical Financial Information. Pursuant to the respective shareholders’ agreements entered into during the Relevant Periods (collectively, the “Pre-IPO Investors’ Agreements”), the Company issued 9,230,968 ordinary shares to various pre-IPO investors (collectively the “Pre-IPO Investors”) at respective costs per share for a total net cash proceed of approximately RMB715,000,000 (collectively the “Pre-IPO Investments”). Pursuant to the Pre-IPO Investors’Agreements, the Pre-IPO Investors were granted by the Company with redemption rights. APPENDIX I ACCOUNTANTS’ REPORT – I-47 – --- page 346 --- There was no exercise of redemption rights granted by the Company throughout the Relevant Periods. On 21 December 2024, the Company and the Pre-IPO Investors subsequently entered into a supplemental agreement, to irrecoverably terminate aforementioned redemption rights granted by the Company to Pre-IPO investors, and they shall be void ab initio. Taking into account the legal and regulatory framework of the Company’s jurisdiction and the governing law of the supplemental agreements, the directors considered that it is appropriate to present the Pre-IPO Investments as equity throughout the Relevant Periods. Had the aforementioned redemption rights granted by the Company to the Pre-IPO Investors been accounted for as financial liabilities measured at fair value of the redemption amount, prior to entering into the supplemental agreements, (i) the financial liabilities at fair value through profit and loss, total current liabilities, net current liabilities and net liabilities would have been: As at 31 December 2023 RMB’000 Financial liabilities at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118930,254 Total 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,287,651 Net 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118777,416 Net 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/H1118/H1118/H1118/H1118/H1118/H1118666,449 ;and (ii) the fair value changes associated with the financial liabilities at fair value through profit or loss, the net loss for the year, basic and diluted loss per share amounts would have been: Y ear ended 31 December 2023 2024 RMB’000 RMB’000 Fair value losses, net: Financial liabilities at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118305,413 1,370,734 Total net loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118678,865 1,286,889 Loss per share (RMB): Basic and diluted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840.63 69.68 29. SHARE-BASED PAYMENTS Expenses arising from equity-settled share-based payment transactions are as follows: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Share Incentive Schemes (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,155 56,548 38,043 Non-proportional capital injection (b) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111891,799 – 163,947 2024 RSU Scheme (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,164 88,181 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/H1118123,954 59,712 290,171 Share-based payment expenses relating to employees recognised for the Relevant Periods are as follows: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,923 27,102 68,546 Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,478 25,376 41,441 Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895,706 6,179 176,448 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/H1118847 1,055 3,736 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/H1118123,954 59,712 290,171 Notes: (a) Share Incentive Schemes APPENDIX I ACCOUNTANTS’ REPORT – I-48 – --- page 347 --- To incentivise and reward eligible participants who contribute to the Group’s operations, the Company’s controlling shareholder, Mr. Xu Yingtong, has implemented a series of employee incentive programs (the “Share Incentive Schemes”) through multiple employee shareholding platforms. Eligible participants of the schemes, including members of senior management, mid-level managers and other employees of the Group, and approved by the Company through board resolutions. The controlling shareholder of the Company acted as the general partner of these platforms, and had the right to determine the eligible participants and vesting criteria, and was obliged to repurchase the shares of the resigned eligible participants at subscription prices and then reallocate these shares to other eligible participants. On 30 September 2022, 30 October 2022, 1 November 2022, 31 December 2022, 31 May 2023, 31 October 2023 and 1 December 2023, 73,500 shares, 679,350 shares, 52,500 shares, 278,722 shares, 278,087 shares, 278,985 shares and 63,000 shares of the Company were granted to eligible participants through the employee shareholding platforms of the schemes at subscription prices of RMB4.76 per share, RMB4.76 per share, RMB4.76 per share, RMB4.76 per share, RMB13.33 per share, RMB13.33 per share and RMB13.33 per share, respectively. The grant date fair values of the shares of the Share Incentive Schemes were RMB54.10 per share, RMB54.14 per share, RMB54.14 per share, RMB129.49 per share, RMB175.65 per share, RMB175.87 per share and RMB175.87 per share, respectively, by reference to investors’ recent capital injection prices, of which was recorded in the share option reserve within equity with the corresponding “equity-settled share-based payment expenses” in profit or loss. The shares held by the employee shareholding platforms of the Share Incentive Schemes will vest at the date of successful listing of the shares of the Company. Therefore, service conditions are included in assumptions about the number of equity instruments that are expected to vest. The vesting period will be reviewed and determined by management and the related expense is recognised over the vesting period, which is from the date of grant to the expected listing date. Movements in the number of equity interests shares granted and the respective weighted average grant date fair value were as follows: Y ears ended 31 December 2023 2024 Weighted average grant date fair value Number of shares Weighted average grant date fair value Number of shares RMB per share RMB per share At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873.51 1,084,073 103.85 1,640,237 Granted during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162.50 620,072 – – Forfeited during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118151.10 (63,908) 159.84 (93,503) Cancelled during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 62.20 (66,413) Conversion to RSU Scheme /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (1,480,321) At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103.85 1,640,237 103.98 – The fair values of equity-settled share options granted during the Relevant Periods were estimated as at the date of grant using a binomial model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used: Y ear ended 31 December 2023 Expected volatility (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866.03-67.96 Risk-free interest rate (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.64-2.81 Expected life of options (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/H111810 Weighted average share price (RMB per share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118157.73-188.21 The expected life of the options is based on the terms in the agreement and is not necessarily indicative of the exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. In December 2024, the Share Incentive Schemes, which were adopted by the Company and took effect in September 2022, were amended. The outstanding options under the Share Incentive Schemes which were neither exercised nor vested were converted into shares on a one-to-one basis under a restricted share incentive scheme (the “RSU Scheme”), under which, the partnership interests of the eligible participants shall be subject to certain transfer restrictions and/or performance targets for a term of four years from the date of grant of the awards. APPENDIX I ACCOUNTANTS’ REPORT – I-49 – --- page 348 --- On 19 December 2024, the Group newly granted 806,410 restricted shares under the RSU Scheme to 217 grantees at a subscription price of RMB19.05 (“2024 RSU Scheme”), including supervisors, senior management of the Company, other employees of the Group and certain dispatched workers from third-party employment agencies. 25%, 25%, 25% and 25% of the shares will be vested on the first, second, third and forth anniversaries of the date of contribution payments if they remain in office as employees of the Group at those dates as well as upon the fulfilment of the performance targets. The total fair value of the 2024 RSU Scheme at the date of grant was equivalent to RMB185,378,000, and the fair value was determined by an external valuer using the market approach. The following shares were outstanding during the Relevant Periods: Number of shares At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– Conversion from Share Incentive Schemes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,480,321 2024 RSU Scheme /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118806,410 At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,286,731 Forfeited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,682) At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,279,049 (b) Non-proportional capital injection Concurrently with the Series A2 pre-IPO investment, pursuant to the Series A2 pre-IPO capital increase agreement dated 7 November 2022, Jiaxing Mailin, Jiaxing Maita and Jiaxing Qianzhusong (together, the “Shareholder Group A”) subscribed the registered capital amounting to RMB1,117,543, RMB372,515 and RMB372,515, respectively, at the consideration of RMB1 per registered capital. The grant date fair value of the shares on the same date was RMB54.14 per registered capital, which was determined based on investors’ recent capital injection price. The shares held by Shareholder Group A increased by 955,120 through non-proportional capital injection. The difference between the fair value of the registered capital granted and the subscription price was recorded in the share option reserve within equity with the corresponding “equity-settled share-based payment expenses” in profit or loss. Concurrently with the Series B pre-IPO investment, pursuant to the Series B pre-IPO capital increase agreement dated 27 December 2023, Jiaxing Mailin and Jiaxing Qianzhusong subscribed the registered capital amounting to RMB796,985 and RMB265,662, respectively, at the consideration of RMB1 per registered capital. The grant date fair value of the shares on the same date was RMB175.87 per registered capital, which was determined based on investors’ recent capital injection price. The shares held by Jiaxing Mailin and Jiaxing Qianzhusong increased by 613,722 through non-proportional capital injection. The difference between the fair value of the registered capital granted and the subscription price was recorded in the share option reserve within equity with the corresponding “equity-settled share-based payment expenses” in profit or loss. In February 2025, to recognise Mr. Xu Yingtong and Mr. Zhang Xianmiao for their contributions to the Company’s achievement in milestones in commercialisation and capitalisation, the board of directors has resolved to grant them shares under a share incentive scheme, under which Mr. Xu Yingtong and Mr. Zhang Xianmiao subscribed for 874,586 and 291,529 ordinary shares, respectively, at a consideration of RMB1 per ordinary share. The grant date fair value of the shares on the same date was RMB248.93 per share, which was determined by the market approach. The difference between the fair value of the ordinary shares granted and the subscription price was recorded in the share option reserve within equity with the corresponding “equity-settled share-based payment expenses” in profit or loss. 30. RESERVES The Group The amounts of the Group’s reserves and the movements therein for the Relevant Periods are presented in the consolidated statements of changes in equity. (i) Capital reserve The capital reserve account represents the difference between the value of the paid-up capital and the consideration received. (ii) Exchange fluctuation reserve The exchange fluctuation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from the Group’s presentation currency. APPENDIX I ACCOUNTANTS’ REPORT – I-50 – --- page 349 --- (iii) Share option reserve The share-based payment reserve represents the equity-settled share awards as set out in note 29 to the Historical Financial Information. (iv) Statutory surplus reserve In accordance with the Company Law of the PRC, companies registered in the PRC are required to allocate 10% of their statutory after-tax profits to the surplus reserve until the cumulative total of the reserve reaches 50% of the companies’ registered capital. Subject to approval from the relevant PRC authorities, the surplus reserve may be used to offset any accumulated losses or to increase the registered capital of the companies. The surplus reserve is not available for dividend distribution to equity holders of the PRC companies. The Company The amounts of the Company’s reserve and the movements therein for the Relevant Periods are presented as follows: Capital reserve Share option reserve Accumulated losses Total RMB’000 RMB’000 RMB’000 RMB’000 At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388,079 37,253 (74,344) 350,988 Total comprehensive loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (124,675) (124,675) Capital contribution from shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148,593 – – 148,593 Equity-settled share-based payments (note 29) /H1118/H1118/H1118/H1118/H1118/H1118– 123,954 – 123,954 At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118536,672 161,207 (199,019) 498,860 Total comprehensive loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (9,347) (9,347) Capital contribution from shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167,414 – – 167,414 Equity-settled share-based payments (note 29) /H1118/H1118/H1118/H1118/H1118/H1118– 59,712 – 59,712 At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118704,086 220,919 (208,366) 716,639 Total comprehensive loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (199,797) (199,797) Equity-settled share-based payments (note 29) /H1118/H1118/H1118/H1118/H1118/H1118– 290,171 – 290,171 Conversion into a joint stock company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(35,192) (202,775) 237,967 – At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118668,894 308,315 (170,196) 807,013 31. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS (a) Major non-cash transactions During the years ended 31 December 2023, 2024 and 2025, the Group had non-cash additions to right-of-use assets and lease liabilities of RMB32,151,000, RMB11,619,000 and RMB12,205,000, respectively, in respect of lease arrangements for properties. (b) Changes in liabilities arising from financing activities Lease liabilities Interest-bearing bank borrowings Other payables and accruals Total RMB’000 RMB’000 RMB’000 RMB’000 At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,720 – – 22,720 Changes from financing cash flows /H1118/H1118/H1118/H1118(9,724) 201,080 – 191,356 New leases (note 15) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,151 – – 32,151 Reassessment of a change in lease terms (note 15) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19) – – (19) Interest expense (note 8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,334 2,421 – 4,755 At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,462 203,501 – 250,963 Changes from financing cash flows /H1118/H1118/H1118/H1118(17,196) 173,054 (1,157) 154,701 Changes from operating cash flows /H1118/H1118/H1118/H1118 – – (3,468) (3,468) New leases (note 15) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,619 – – 11,619 Reassessment of a change in lease terms (note 15) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118725 – – 725 APPENDIX I ACCOUNTANTS’ REPORT – I-51 – --- page 350 --- Lease liabilities Interest-bearing bank borrowings Other payables and accruals Total RMB’000 RMB’000 RMB’000 RMB’000 Accrual of listing expenditures /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 8,816 8,816 Interest expense (note 8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,255 8,565 – 10,820 At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,865 385,120 4,191 434,176 Changes from financing cash flows /H1118/H1118/H1118/H1118(19,425) 1,313,588 (3,970) 1,290,193 Changes from operating cash flows /H1118/H1118/H1118/H1118 – – (19,081) (19,081) New leases (note 15) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,205 – – 12,205 Termination of a lease (note 15) /H1118/H1118/H1118/H1118/H1118/H1118(15,230) – – (15,230) Accrual of listing expenditures /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 29,120 29,120 Interest expense (note 8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,050 21,725 – 23,775 At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,465 1,720,433 10,260 1,755,158 (c) Total cash outflow for leases The total cash outflow for leases included in the consolidated statement of cash flows is as follows: As at December 31 2023 2024 2025 RMB’000 RMB’000 RMB’000 Within operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118559 1,191 1,979 Within financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,724 17,196 19,425 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,283 18,387 21,404 32. COMMITMENTS The Group had the following contractual commitments at the end of each of the Relevant Periods: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,046 41,918 217,181 Lease contracts that have not yet commenced /H1118/H1118/H1118/H1118 45 1,399 1,673 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/H111840,091 43,317 218,854 33. RELATED PARTY TRANSACTIONS (1) Transactions with related parties The Company Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Subsidiaries: Sales of goods and service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118367 42,691 13,504 APPENDIX I ACCOUNTANTS’ REPORT – I-52 – --- page 351 --- (2) Outstanding balances with related parties The Company As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Subsidiaries: Trade related Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118414 45,668 60,621 Less: Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14) (553) (12) 400 45,115 60,609 Non-trade related Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118184,991 345,013 169,050 Less: Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,142) (10,941) (127) 178,849 334,072 168,923 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/H1118179,249 379,187 229,532 (3) Compensation of key management personnel of the Group: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– Salaries, bonuses, allowances and benefits in kind /H1118/H1118 8,000 11,400 23,150 Equity-settled share-based payment expenses /H1118/H1118/H1118/H1118/H111896,703 3,170 182,967 Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,110 1,100 1,050 Total compensation paid to key management personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,813 15,670 207,167 Further details of directors’, the chief executive’s and supervisors’ emoluments are included in note 9 to the Historical Financial Information. (4) Redemption rights of the Pre-IPO Investors granted by the controlling shareholder as defined in the Pre-IPO Investors Agreements The Pre-IPO Investors have been granted the redemption rights in relation to the Company during the Relevant Periods. Pursuant to the supplemental agreement entered into amongst all existing shareholders in December 2024, the redemption rights provided by the Company were irrecoverably terminated and shall be void ab initio, while the redemption rights provided by the controlling shareholder were terminated prior to the date on which the Company filed its listing application. The Company has not provided any form of guarantee in connection with any potential failure of the controlling shareholder to fulfill his obligations relating to the redemption rights granted by the controlling shareholder. Accordingly, no financial liability regarding redemption rights granted by controlling shareholder was recorded by the Company during the Relevant Periods. 34. TRANSFERS OF FINANCIAL ASSETS Transferred financial assets that are not derecognised in their entirety At 31 December 2025, a subsidiary of the Group, endorsed certain bills receivable accepted by banks in the Chinese Chinese Mainland (the “Endorsed Bills”) with a carrying amount of RMB3,891,000 to certain of its suppliers in order to settle the trade payables due to such suppliers (the “Endorsement”). In the opinion of the directors, the Group has retained the substantial risks and rewards, which include default risks relating to such Endorsed Bills, and accordingly, it continued to recognise the full carrying amounts of the Endorsed Bills and the associated trade payables settled. Subsequent to the Endorsement, the Group did not retain any rights on the use of the Endorsed Bills, including the sale, transfer or pledge of the Endorsed Bills to any other third parties. The aggregate carrying amount of the trade payables settled by the Endorsed Bills during the year to which the suppliers have recourse was RMB9,217,000 as at 31 December 2025. APPENDIX I ACCOUNTANTS’ REPORT – I-53 – --- page 352 --- Transferred financial assets that are derecognised in their entirety At 31 December 2025, a subsidiary of the Group, endorsed certain bills receivables accepted by banks in the Chinese mainland (the “Derecognised Bills”) to certain of its suppliers in order to settle the trade payables due to such suppliers with a carrying amount in aggregate of RMB974,000. The Derecognised Bills had a maturity of one to six months at the end of the reporting period. In accordance with the Law of Negotiable Instruments in the PRC, the holders of the Derecognised Bills may exercise the right of recourse against any, several or all of the persons liable for the Derecognised Bills, including the Group, in disregard of the order of precedence (the “Continuing Involvement”). In the opinion of the directors, the risk of the Group being claimed by the holders of the Derecognised Bills is remote in the absence of a default of the accepted banks. The Group has transferred substantially all risks and rewards relating to the Derecognised Bills. Accordingly, it has derecognised the full carrying amounts of the Derecognised Bills and the associated trade payables. The maximum exposure to loss from the Group’s Continuing Involvement in the Derecognised Bills and the undiscounted cash flows to repurchase these Derecognised Bills is equal to their carrying amounts. In the opinion of the directors, the fair values of the Group’s Continuing Involvement in the Derecognised Bills are not significant. During the year ended 31 December 2025, the Group has not recognised any gain or loss on the date of transfer of the Derecognised Bills. No gains or losses were recognised from the Continuing Involvement, both during the year or and cumulatively. The endorsement has been made evenly throughout the year. 35. FINANCIAL INSTRUMENTS BY CATEGORY The carrying amounts of each of the categories of financial instruments as at the end of each of the Relevant Periods are as follows: The Group As at 31 December 2023 Financial assets Financial assets at amortised cost RMB’000 Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,261 Financial assets included in prepayment, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,001 Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857 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/H1118/H1118/H1118/H1118/H111879 Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,874 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118265,272 Financial liabilities Financial liabilities at amortised cost RMB’000 Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,861 Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,390 Interest-bearing bank 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/H1118203,501 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118297,752 APPENDIX I ACCOUNTANTS’ REPORT – I-54 – --- page 353 --- As at 31 December 2024 Financial assets Financial assets at fair value through profit or loss Financial assets at amortised cost Total RMB’000 RMB’000 RMB’000 Derivative financial instruments at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853 – 53 Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 357,596 357,596 Financial assets included in prepayment, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 13,505 13,505 Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,681 5,681 Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 104 104 Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 430,970 430,970 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/H111853 807,856 807,909 Financial liabilities Financial liabilities at fair value through profit or loss Financial liabilities at amortised cost Total RMB’000 RMB’000 RMB’000 Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 359,362 359,362 Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 41,607 41,607 Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 385,120 385,120 Derivative financial instruments at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118102 – 102 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/H1118102 786,089 786,191 As at 31 December 2025 Financial assets Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Financial assets at amortised cost Total RMB’000 RMB’000 RMB’000 RMB’000 Derivative financial instruments at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H111810,223 – – 10,223 Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,082 3,150,498 3,162,580 Financial assets included in prepayment, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 29,096 29,096 Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 54,620 54,620 Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 272 272 Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,118,964 1,118,964 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,223 12,082 4,353,450 4,375,755 APPENDIX I ACCOUNTANTS’ REPORT – I-55 – --- page 354 --- Financial liabilities Financial liabilities at fair value through profit or loss Financial liabilities at amortised cost Total RMB’000 RMB’000 RMB’000 Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,157,928 1,157,928 Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 218,592 218,592 Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,720,433 1,720,433 Derivative financial instruments at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182–2 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 3,096,953 3,096,955 For the details of Pre-IPO Investments, please refer to note 28 to the Historical Financial Information. 36. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS Management has assessed that the fair values of cash and bank balances, trade and bills receivables, trade payables, financial assets included in prepayments, other receivables and other assets, financial liabilities included in other payables and accruals, interest-bearing bank borrowings and derivative financial instruments at fair value through profit or loss approximate to their carrying amounts largely due to the short-term maturities of these instruments. The Group’s finance department headed by the General Manager of Finance is responsible for determining the policies and procedures for the fair value measurement of financial instruments. At each reporting date, the finance department analyses the movements in the values of financial instruments and determines the major inputs applied in the valuation. The valuation is reviewed and approved by the General Manager of Finance. The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values: The Group enters into derivative financial instruments with various counterparties, principally financial institutions with AAA credit ratings. Derivative financial instruments, including forward currency contracts and foreign exchange options, are measured using valuation techniques similar to forward pricing models, using present value calculations. The models incorporate various market observable inputs including the credit quality of counterparties, foreign exchange spot and forward rates and interest rate curves. The carrying amounts of forward currency contracts and foreign currency options are the same as their fair values. Fair value hierarchy The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments: Assets measured at fair value As at 31 December 2024 Fair value measurement using Quoted prices in active markets (Level 1) Significant observable inputs (Level 2) Significant unobservable inputs (Level 3) Total RMB’000 RMB’000 RMB’000 RMB’000 Derivative financial instruments /H1118/H1118/H1118/H1118 –5 3 –5 3 As at 31 December 2025 Fair value measurement using Quoted prices in active markets (Level 1) Significant observable inputs (Level 2) Significant unobservable inputs (Level 3) Total RMB’000 RMB’000 RMB’000 RMB’000 Derivative financial instruments /H1118/H1118/H1118/H1118 – 10,223 – 10,223 Financial investments designated at fair value through other comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,082 – 12,082 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 22,305 – 22,305 APPENDIX I ACCOUNTANTS’ REPORT – I-56 – --- page 355 --- Liabilities measured at fair value As at 31 December 2024 Fair value measurement using Quoted prices in active markets (Level 1) Significant observable inputs (Level 2) Significant unobservable inputs (Level 3) Total RMB’000 RMB’000 RMB’000 RMB’000 Derivative financial instruments /H1118/H1118/H1118/H1118 – 102 – 102 As at 31 December 2025 Fair value measurement using Quoted prices in active markets (Level 1) Significant observable inputs (Level 2) Significant unobservable inputs (Level 3) Total RMB’000 RMB’000 RMB’000 RMB’000 Derivative financial instruments /H1118/H1118/H1118/H1118 –2–2 During the Relevant Periods, there were no transfers into or out of Level 3 for both financial assets and financial liabilities. 37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s principal financial instruments, other than derivatives, comprise interest-bearing bank borrowings and cash and cash equivalents. The main purpose of these financial instruments is to raise finance for the Group’s operations. The Group has various other financial assets and liabilities such as trade and bills receivables and trade payables, which arise directly from its operations. The Group also enters into derivative transactions, including principally forward currency contracts and foreign exchange options. The purpose is to manage the interest rate and currency risks arising from the Group’s operations and its sources of finance. The main risks arising from the Group’s financial instruments are foreign currency risk, credit risk and liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are summarised below. (a) Foreign currency risk The Group has transactional currency exposures. Such exposures arise from sales or purchases by operating units in currencies other than the units’ functional currencies. The Group seeks to limit its exposure to foreign currency risk by minimising its net foreign currency position. The following table demonstrates the sensitivity as at the end of each of the Relevant Periods to a reasonably possible change in the EUR, USD and AUD exchange rates, with all other variables held constant, of the Group’s profit/(loss) before tax (arising from EUR, USD and AUD dominated monetary assets and liabilities, and due to changes in the fair value of derivative financial instruments). Increase/(decrease) in rate of foreign currency Increase/(decrease) in loss before tax % RMB’000 As at 31 December 2023 If RMB weakens against EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 987 If RMB strengthens against EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (987) If RMB weakens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 1 7 If RMB strengthens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (117) APPENDIX I ACCOUNTANTS’ REPORT – I-57 – --- page 356 --- Increase/(decrease) in rate of foreign currency Increase/(decrease) in profit before tax % RMB’000 As at 31 December 2024 If RMB strengthens against EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 12,963 If RMB weakens against EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (12,963) If RMB strengthens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 3,715 If RMB weakens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (3,715) If RMB strengthens against AUD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 2,639 If RMB weakens against AUD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (2,639) 31 December 2025 If RMB strengthens against EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 192,584 If RMB weakens against EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (192,584) If RMB strengthens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 92,679 If RMB weakens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (92,679) If RMB strengthens against AUD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 51,465 If RMB weakens against AUD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (51,465) (b) Credit risk The carrying amounts of cash and bank balances, trade and bills receivables and financial assets included in prepayments, other receivables and other assets included in the consolidated statements of financial position represent the Group’s maximum exposure to credit risk in relation to its financial assets as at the end of each of the Relevant Periods. The Group classifies financial instruments on the basis of shared credit risk characteristics, such as instrument types and credit risk ratings, for the purpose of determining significant increases in credit risk and calculating of impairment. Maximum exposure and year-end staging The table below shows the credit quality and the maximum exposure to credit risk based on the Group’s credit policy, which is mainly based on past due information unless other information is available without undue cost or effort, and year-end staging classification as at 31 December 2023, 2024 and 2025. The amounts presented are gross carrying amounts for financial assets. At 31 December 2023 12-month ECLs Life time ECLs Stage 1 Stage 2 Stage 3 Simplified approach Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Trade and bills receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 20,703 20,703 Financial assets included in prepayments, other receivables and other assets – Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,001––– 8,001 Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H11185 7––– 5 7 Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 9––– 7 9 Cash and bank balances /H1118/H1118 236,87 4––– 236,874 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118245,011 – – 20,703 265,714 APPENDIX I ACCOUNTANTS’ REPORT – I-58 – --- page 357 --- At 31 December 2024 12-month ECLs Life time ECLs Stage 1 Stage 2 Stage 3 Simplified approach Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Trade and bills receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 372,305 372,305 Financial assets included in prepayments, other receivables and other assets – Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,50 5––– 13,505 Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H11185,681––– 5,681 Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 0 4––– 1 0 4 Cash and bank balances /H1118/H1118 430,97 0––– 430,970 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118450,260 – – 372,305 822,565 At 31 December 2025 12-month ECLs Life time ECLs Stage 1 Stage 2 Stage 3 Simplified approach Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Trade and bills receivables* – – – 3,246,357 3,246,357 Financial assets included in prepayments, other receivables and other assets – Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,09 6––– 29,096 Pledged deposits /H1118/H1118/H1118/H1118/H1118/H111854,62 0––– 54,620 Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H11182 7 2––– 2 7 2 Cash and bank balances /H1118/H11181,118,964 – – – 1,118,964 Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,202,952 – – 3,246,357 4,449,309 * For trade and bills receivables to which the Group applies the simplified approach for impairment, information based on the expected credit loss is disclosed in note 20 to the Historical Financial Information. ** The credit quality of the financial assets included in prepayments, other receivables and other assets is considered to be “normal” when they are not past due and there is no information indicating that the financial assets had a significant increase in credit risk since initial recognition. Otherwise, the credit quality of the financial assets is considered to be “doubtful.” (c) Liquidity risk The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of both its financial instruments and financial assets (e.g., trade receivables) and projected cash flows from operations. The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans, lease liabilities and other interest-bearing borrowings. The maturity profile of the Group’s financial liabilities as at the end of each of the Relevant Periods, based on contractual undiscounted payments, is as follows: As at 31 December 2023 Within 1 year Over 1 year Total RMB’000 RMB’000 RMB’000 Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,861 – 75,861 Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,390 – 18,390 Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118203,400 6,414 209,814 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,455 34,144 51,599 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/H1118315,106 40,558 355,664 APPENDIX I ACCOUNTANTS’ REPORT – I-59 – --- page 358 --- As at 31 December 2024 Within 1 year Over 1 year Total RMB’000 RMB’000 RMB’000 Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118359,362 – 359,362 Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,607 – 41,607 Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118102 – 102 Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118390,085 2,533 392,618 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,470 26,860 47,330 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/H1118811,626 29,393 841,019 As at 31 December 2025 Within 1 year Over 1 year Total RMB’000 RMB’000 RMB’000 Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,157,928 – 1,157,928 Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118218,592 – 218,592 Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182–2 Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,742,975 10,199 1,753,174 Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,985 11,421 25,406 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/H11183,133,482 21,620 3,155,102 (d) Capital management The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholder’s value. The Group regards equity attributable to owners of the parent as its capital and manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the Relevant Periods. The Group monitors capital using a debt-to-asset ratio which is total liabilities divided by total assets. The debt-to-asset ratios as at the end of each of the Relevant Periods were as follows: As at 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118392,174 1,043,978 4,659,928 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/H1118655,979 1,626,010 8,447,914 Debt-to-asset ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859.8% 64.2% 55.2% 38. EVENTS AFTER THE REPORTING PERIOD There are no significant events subsequent to 31 December 2025. 39. SUBSEQUENT FINANCIAL STATEMENTS No audited financial statements have been prepared by the Company, the Group or any of the companies now comprising the Group in respect of any period subsequent to 31 December 2025. APPENDIX I ACCOUNTANTS’ REPORT – I-60 – --- page 359 --- The following information does not form part of the Accountants’ Report from Ernst & Young, Certified Public Accountants, Hong Kong, the Company’ s reporting accountants, as set out in Appendix I to this prospectus, and is included herein for information purposes only. The unaudited pro forma financial information should be read in conjunction with “Financial Information” and the Accountants’ Report set out in Appendix I to this prospectus. A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS The following unaudited pro forma adjusted consolidated net tangible assets attributable to the owners of the Company has been prepared in accordance with Rule 4.29 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and with reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for inclusion in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants to illustrate the effect of the Global Offering on our consolidated net tangible assets attributable to owners of the Company as at 31 December 2025 as if the Global Offering had taken place on 31 December 2025. The unaudited pro forma statement of adjusted consolidated net tangible assets attributable to owners of the Company has been prepared for illustrative purposes only and because of its hypothetical nature, it may not give a true picture of the financial position of the Group as at 31 December 2025 or any future dates following the Global Offering. Consolidated net tangible assets attributable to owners of the Company as at 31 December 2025 Estimated net proceeds from the Global Offering Unaudited pro forma adjusted consolidated net tangible assets Unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the Company per Share RMB’000 RMB’000 RMB’000 RMB HK$ (Note 1) (Note 2) (Note 3) (Note 4) Based on Offer Price of HK$324.20 per Share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,786,009 3,735,770 7,521,779 30.48 34.48 Notes: (1) The consolidated net tangible assets attributable to owners of the Company as at 31 December 2025 is based on the audited net assets attributable to owners of the Company as at 31 December 2025 of RMB3,787,986,000 with the adjustment for intangible assets of RMB1,977,000 which is extracted from the Accountants’ Report set out in Appendix I to this prospectus. (2) The estimated net proceeds from the Global Offering are based on the Offer Price of HK$324.20 per Share, after deduction of the underwriting fees and other related expenses payable by the Company (excluding the listing expense that have been charged to profit or loss during the Track Record Period) and does not take into account of any Shares which may be issued upon the exercise of the Over-allotment Option. (3) The unaudited pro forma adjusted consolidated net tangible assets per Share is calculated based on total 246,796,930 Shares expected to be in issue immediately upon completion of the Global Offering and does not take into account of any Shares which may be issued upon the exercise of the Over-allotment Option. (4) For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets, the balances stated in Renminbi are converted into Hong Kong dollars at an exchange rate of HK$1 to RMB0.8838. No representation is made that the Hong Kong dollar amounts have been, could have been or may be converted to Renminbi, or vice versa, at that rate or any other rates or at all. (5) No adjustment has been made to reflect any trading results or open transactions of the Group entered into subsequent to 31 December 2025. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-1 – --- page 360 --- ⭰㰟㛪姯⸒Ṳ⋀㈧ 榀㸖毩歁㵳勘䙮怺 979噆 ⤑⏋✱ᷧ⺎27㧺 Tel 曢婘: +852 2846 9888 Fax ₚ䜆: +852 2868 4432 ey.com Ernst & Young 27/F, One Taikoo Place 979 King’s Road Quarry Bay, Hon g Kong INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION To the Directors of Sigenergy Technology Co., Ltd. We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Sigenergy Technology Co., Ltd. (the “Company”) and its subsidiaries (hereinafter collectively referred to as the “Group”) by the directors of the Company (the “Directors”) for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma consolidated net tangible assets as at 31 December 2025, and related notes as set out on page II-1 of the prospectus dated 8 April 2026 issued by the Company (the “Unaudited Pro Forma Financial Information”). The applicable criteria on the basis of which the Directors have compiled the unaudited Pro Forma Financial Information are described in Appendix II to the prospectus. The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate the impact of the global offering of shares of the Company on the Group’s financial position as at 31 December 2025 as if the transaction had taken place at 31 December 2025. As part of this process, information about the Group’s financial position has been extracted by the Directors from the Group’s financial statements for the period ended 31 December 2025, on which an accountants’ report has been published. Directors’ responsibility for the Unaudited Pro Forma Financial Information The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline (“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars as issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”). Our independence and quality management We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants as issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior. Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting accountants’ responsibilities Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus as issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 as issued by the HKICPA. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-2 – --- page 361 --- For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information. The purpose of the Unaudited Pro Forma Financial Information included in the Prospectus is solely to illustrate the impact of the global offering of shares of the Company on unadjusted financial information of the Group as if the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the transaction would have been as presented. A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the transaction, and to obtain sufficient appropriate evidence about whether:  the related pro forma adjustments give appropriate effect to those criteria; and  the Unaudited Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information. The procedures selected depend on the reporting accountants’ judgment, having regard to the reporting accountants’ understanding of the nature of the Group, the transaction in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion: (a) the Unaudited Pro Forma Financial Information has been properly compiled on the basis stated; (b) such basis is consistent with the accounting policies of the Group; and (c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules. Ernst & Young Certified Public Accountants Hong Kong 8 April 2026 APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-3 – --- page 362 --- The Articles of Association are considered and approved at the shareholders’ meeting of the Company, which shall come into effective and be implemented upon the initial public offering of the overseas-listed foreign shares of the Company and from the date of its listing and trading on the Hong Kong Stock Exchange. GENERAL PROVISIONS The Company is a joint stock company with perpetual existence. All assets of the Company shall be divided into shares of equal value. The shareholders shall bear liability for the Company to the extent of the shares they subscribe for, and the Company shall bear liability for the debts of the Company with all its assets. From the date on which the Articles of Association come into effect, the Articles of Association shall constitute a legally binding document to the Company, its shareholders, directors, supervisors and senior management, regulating the Company’s organization and activities, and the rights and obligations between the Company and each Shareholder and among the Shareholders inter se. Pursuant to the Articles of Association, a shareholder may take legal actions against the other shareholders; a shareholder may take legal actions against the Company’s directors, supervisors and senior management; a shareholder may take legal actions against the Company; and the Company may take legal actions against its shareholders, directors, supervisors and senior management. SHARES Issuance of Shares The shares of the Company shall take the form of share certificates. The issuance of shares by the Company shall adhere to the principles of openness, fairness and impartialness, and each share in the same class shall carry the same rights. Shares of the same class and in the same issuance shall be issued on the same conditions and at the same price. Any entity or individual shall pay the same price for each of the shares it or he/she subscribes for. INCREASE, REDUCTION AND REPURCHASE OF SHARES Capital Increase The Company may, based on its operational and developmental needs, increase its capital in accordance with the requirements of applicable laws, administrative regulations, departmental rules, normative documents, the securities regulatory rules of the place where the Company’s shares are listed and relevant regulatory authorities, and subject to a resolution of the shareholders’ meeting, by any of the following methods: (I) a public offering of shares after approval by relevant authorities; (II) a non-public offering of shares; (III) distributing bonus shares to existing shareholders; (IV) converting the reserved funds into share capital; (V) other methods stipulated by the laws and administrative regulations and approved by the CSRC and the securities regulatory authorities of the place where the Company’s shares are listed. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-1 – --- page 363 --- Capital Reduction The Company may reduce its registered capital. The reduction of the Company’s registered capital shall follow the procedures set forth in the Company Law, the securities regulatory rules of the place where the Company’s shares are listed, other relevant regulations and the provisions of the Articles of Association. Transfer of Shares The shares of the Company may be transferred in accordance with the laws. The Company does not accept its own shares as the subject of pledges. Shares of the Company issued prior to the public offering of shares may not be transferred within one year from the date of listing and trading of the Company’s shares on the stock exchange. The directors, supervisors and senior management of the Company shall declare to the Company their shareholdings in the Company and the changes thereof and shall not transfer in a given year during their terms of office determined at their assumption of duty more than 25% of the total number of shares of the Company they hold; the shares of the Company held by them shall not be transferred within one year from the date when the shares of the Company are listed and traded. Any of the aforesaid persons shall not transfer the shares of the Company held by him/her within half a year from his/her termination of the office. Where it is otherwise provided in the securities regulatory rules of the place where the Company’s shares are listed in respect of restrictions on the transfer of overseas listed shares, such provisions shall prevail. SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS Shareholders The Company shall establish a register of shareholders based on the requirements as stipulated by the Company Law, the securities regulatory rules of the place where the Company’s shares are listed, other relevant regulations and the provisions of the Articles of Association. The register of shareholders shall be the sufficient evidence of the shareholders’ shareholding in the Company. Shareholders shall be entitled to relevant rights and assume the relevant obligations in accordance with the class and number of shares they hold; shareholders holding the same class of shares shall be entitled to the same rights and assume the same obligations. When the Company convenes a shareholders’ meeting, distributes dividends, conducts liquidation or performs other activities that require the confirmation of the identity of the shareholders, the Board or the convener of the shareholders’ meeting shall determine the record date of shareholding, and shareholders registered in the register of shareholders after market closing on the record date of shareholding shall be the shareholders entitled to the relevant rights and interests. Rights and Obligations of Shareholders The shareholders of the Company shall be entitled to the following rights: (I) to obtain dividends and other forms of profit distribution in proportion according to the number of shares held; APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-2 – --- page 364 --- (II) to legally require, convene, preside over, participate in or appoint a shareholder proxy to participate in the shareholders’ meeting and exercise corresponding right to speak and voting right (except for situations where voting rights are required to be waived on relevant matters in accordance with the securities regulatory rules of the place where the Company’s shares are listed); (III) to supervise the Company’s business operations, propose recommendations or raise inquiries; (IV) to transfer, give as gift or pledge their shares in accordance with the laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed, the Articles of Association and other relevant requirements; (V) to inspect the Articles of Association, register of shareholders, corporate bond stubs, minutes of shareholders’ meetings, resolutions of the Board meetings, resolutions of meetings of the Supervisory Committee, and financial and accounting reports; (VI) in the event of termination or liquidation of the Company, to participate in the distribution of the Company’s remaining assets in proportion to the number of shares they held; (VII) with respect to a shareholder who votes against any resolution adopted at any shareholders’ meetings on the merger or division of the Company, to request the Company to buy back the shares held by he/she/it; (VIII) other rights stipulated by the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association. Where the contents of a resolution of the shareholders’ meeting or the Board of the Company violate the laws or administrative regulations, the shareholders shall be entitled to petition the people’s court to declare the resolution invalid. Where the convening procedures or voting method of a shareholders’ meeting or a Board meeting violate the laws, administrative regulations or the Articles of Association, or the contents of a resolution violate the Articles of Association, the shareholders shall be entitled to petition to the people’s court for revocation within 60 days from the date it was made, except for those with only minor defects in the convening procedure or voting method of the shareholders’ meeting and the Board meetings and those without material impact on resolutions. Shareholders who have not been notified to attend the shareholders’ meeting may apply to the people’s court for revocation within sixty days from the date they knew or should have known that the resolution of the shareholders’ meeting is made; if the right to revoke is not exercised within one year from the date that the resolution is made, the right to revoke shall be extinguished. Where the directors or senior management violate the provisions of the laws, administrative regulations or the Articles of Association during the performance of their duties of the Company and cause losses to the Company, the shareholders severally or jointly holding 1% or more shares of the Company for a period of 180 consecutive days or longer may submit a written request to the Supervisory Committee to file a lawsuit with the people’s court; where the supervisors violate the provisions of laws, administrative regulations or the Articles of Association in the performance of their duties of the Company and cause losses to the Company, the aforesaid shareholders may submit a written request to the Board to file a lawsuit with the people’s court. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-3 – --- page 365 --- Where directors or senior management violate the provisions of laws, administrative regulations or the Articles of Association, damaging the interests of shareholders, the shareholders may file a lawsuit with the people’s court. The shareholders of the Company shall undertake the following obligations: (I) to comply with the laws, administrative regulations and the Articles of Association; (II) to make payment for shares subscribed for according to the number of shares subscribed for and the method of subscription; (III) not to withdraw shares, except for circumstances stipulated by laws and regulations; (IV) not to abuse shareholders’ rights to infringe upon the interests of the Company or other shareholders; not to abuse the Company’s status as an independent legal entity or the limited liability of shareholders to damage the interests of the Company’s creditors; (V) other obligations stipulated by the laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association. Shareholders of the Company who abuse shareholders’ rights and cause damages to the Company or other shareholders shall be liable for compensation pursuant to the laws; shareholders of the Company who abuse the independent legal person status of the Company and shareholders’ limited liability to evade debts and severely infringe upon interests of the Company’s creditors shall assume joint and several liabilities for the Company’s debts. Where a shareholder holding 5% or more of the voting shares of the Company pledges any shares in his/her possession, he/she shall make a written report to the Company on the day on which he/she pledges his/her shares. Restriction on Rights of the Controlling Shareholders The controlling shareholder, de facto controllers, directors, supervisors and senior management of the Company shall not damage the interests of the Company by making use of their related relationship. Any person who violates this provision and causes losses to the Company shall be liable for compensation. The controlling shareholder and de facto controllers of the Company have fiduciary duties towards the Company and the public shareholders of the Company. The controlling shareholders shall exercise their rights as contributors in strict compliance with the laws. The controlling shareholders shall not infringe the legitimate rights and interests of the Company and the public shareholders of the Company through profit distribution, asset restructuring, foreign investment, capital appropriation and loan guarantee, and shall not make use of their controlling status to jeopardize the interests of the Company and the public shareholders of the Company. General Rules for the Shareholder’s Meeting The shareholders’ meeting is the organ of authority of the Company, and shall exercise the following functions and powers pursuant to the law: (I) to elect and replace directors and supervisors who are not employee representatives, and decide on matters related to the remuneration of directors and supervisors; (II) to consider and approve reports of the Board; APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-4 – --- page 366 --- (III) to consider and approve reports of the Supervisory Committee; (IV) to consider and approve the Company’s profit distribution proposals and loss recovery proposals; (V) to resolve on the increase or reduction of the registered capital of the Company; (VI) to resolve on the issuance and repurchase of the corporate bonds, any equity interest or other debt financing instruments; (VII) to resolve on merger, division, dissolution and liquidation of the Company or change of its corporate form; (VIII) to amend the Articles of Association; (IX) to resolve on the engagement and dismissal of accounting firms by the Company; (X) to consider and approve the matters concerning guarantees as specified below; (XI) to consider matters regarding the Company’s purchase or sale of material assets within one year in excess of 30% of the latest audited total assets of the Company; (XII) to consider the proposals raised by the shareholders individually or in aggregate holding more than 1% of the voting shares of the Company; (XIII) to consider and approve transactions between the Company and the connected persons that are required to be submitted to the shareholders’ meeting for approval under the Hong Kong Listing Rules; (XIV) to consider other issues that should be decided by the shareholders’ meeting as stipulated by the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s Shares are listed or the Articles of Association. The aforesaid functions and powers of the shareholders’ meeting shall not be exercised by the Board or other institutions and individuals by means of authorization. However, the shareholders’ meeting of the Company may authorize the Board to resolve on the issuance of the corporate bonds. The shareholders’ meetings include annual shareholders’ meetings and extraordinary shareholders’ meetings. The annual shareholders’ meeting shall be convened once a year, and be held within 6 months after the end of the previous accounting year. The Company shall convene the extraordinary shareholders’ meeting within two months from the date of occurrence of any of the following circumstances: (I) the number of directors is less than the number required by the Company Law or less than two-thirds of the number stipulated in the Articles of Association; (II) the outstanding losses of the Company amount to one-third of the total paid-in share capital; (III) when shareholders who individually or in aggregate hold more than 10% of the Company’s Shares request to do so; (IV) when deemed necessary by the Board; (V) when proposed by the Supervisory Committee; APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-5 – --- page 367 --- (VI) other circumstances as stipulated by the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association. Convening of the Shareholders’ Meeting The shareholders’ meeting shall be convened by the Board according to the laws. Independent non-executive Directors are entitled to propose to the Board on convening of the extraordinary shareholders’ meeting. Where independent non-executive Directors propose to convene the extraordinary shareholders’ meeting, the Board shall, in accordance with the laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association, reply in writing on whether or not to approve the convening of the extraordinary shareholders’ meeting within 10 days upon the receipt of the proposal. Where the Board agrees to convene the extraordinary shareholders’ meeting, a notice on the convening of the shareholders’ meeting shall be issued within 5 days after the resolution is passed by the Board; where the Board does not agree to convene the extraordinary shareholders’ meeting, it shall explain the reasons thereof. The Supervisory Committee is entitled to propose to the Board on convening of the extraordinary shareholders’ meeting and such proposal shall be made in writing to the Board. The Board shall, in accordance with the laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association, reply in writing on whether or not to approve the convening of the extraordinary shareholders’ meeting within 10 days upon the receipt of the proposal. Where the Board agrees to convene the extraordinary shareholders’ meeting, a notice on the convening of the shareholders’ meeting shall be issued within 5 days after the resolution is passed by the Board, and the changes made to the original proposal in the notice shall be approved by the Supervisory Committee. Where the Board does not agree to convene the extraordinary shareholders’ meeting, or fails to reply within 10 days upon the receipt of the proposal, the Board shall be deemed as not being able to perform or not to perform its duty to convene the shareholders’ meeting, and the Supervisory Committee may convene and preside over such meeting on its own. Shareholders individually or in aggregate holding more than 10% of the Company’s shares shall have the right to request the Board to convene the extraordinary shareholders’ meeting and such request shall be made in writing to the Board. The written request should state the subject of the meeting and present a complete proposal. The Board shall, in accordance with the laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association, reply in writing on whether or not to approve the convening of the extraordinary shareholders’ meeting within 10 days upon the receipt of the request. Where the Board agrees to convene the extraordinary shareholders’ meeting, a notice on the convening of the shareholders’ meeting shall be issued within 5 days after the resolution is passed by the Board, and the changes made to the original request in the notice shall be approved by relevant shareholders. Where it is otherwise provided in the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail. Where the Board does not agree to convene the extraordinary shareholders’ meeting, or fails to reply within 10 days upon the receipt of the request, shareholders individually or in aggregate holding more than 10% of the Company’s shares shall have the right to propose to the Supervisory Committee to convene the extraordinary shareholders’ meeting and such request shall be made to the Supervisory Committee in writing. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-6 – --- page 368 --- The Supervisory Committee shall, in accordance with the laws, administrative regulations and the Articles of Association, reply in writing on whether or not to approve the convening of the extraordinary shareholders’ meeting within 10 days upon the receipt of the request. Where the Supervisory Committee agrees to convene the extraordinary shareholders’ meeting, a notice on the convening of the shareholders’ meeting shall be issued within 5 days after the resolution is passed by the Supervisory Committee, and the changes made to the original request in the notice shall be approved by relevant shareholders. Where the Supervisory Committee does not agree to convene the extraordinary shareholders’ meeting, or fails to reply in writing within 10 days upon the receipt of the request, shareholders individually or in aggregate holding more than 10% of the Company’s shares for more than 90 consecutive days may convene and preside over such meeting on its own. If the Supervisory Committee or any shareholder(s) decides to convene the shareholders’ meeting on its/their own, the Supervisory Committee or the relevant shareholder(s) shall notify the Board in writing. Prior to the formation of the resolutions at the shareholders’ meeting, the shareholding of the shareholders convening such meeting shall not be less than 10%. Proposals of Shareholders’ Meetings When the Company convenes a shareholders’ meeting, the Board, the Supervisory Committee and the shareholders severally or jointly holding 1% or more of the shares of the Company shall be entitled to make proposals to the Company. The shareholders’ meeting shall not vote or resolve on any proposals which are not contained in a notice of the shareholders’ meeting or are not in compliance with the Articles of Association. Notices of Shareholder’s Meetings The convener shall notify all shareholders at least 21 days prior to the date of convening the annual general meeting and at least 15 days prior to the date of convening the extraordinary shareholders’ meeting. When the Company calculates the starting date, the date of the meeting shall be excluded. Holding of Shareholders’ Meetings All shareholders recorded in the register on the record date or their proxies shall have the right to attend shareholders’ meetings, and they are entitled to exercise the rights to speak and vote in accordance with the relevant laws, regulations, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association. Shareholders may attend the shareholders’ meetings in person or appoint their proxies to attend, speak and vote on their behalf. A proxy does not need to be a shareholder of the Company. Shareholders shall have the right to speak and vote at the shareholders’ meetings, unless individual shareholders are required by the securities regulatory rules of the place where the Company’s shares are listed to abstain from voting on specific matters. Voting and Resolutions at Shareholders’ Meetings The resolutions of the shareholders’ meetings shall be divided into ordinary resolutions and special resolutions. Ordinary resolutions made at a shareholders’ meeting shall be approved by more than half of voting rights held by the shareholders (including proxies thereof) attending the shareholders’ meeting. Special resolutions made at a shareholders’ meeting shall be approved by more than two-thirds of voting rights held by shareholders (including proxies thereof) attending the shareholders’ meeting. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-7 – --- page 369 --- Shareholders (including their proxies) shall exercise voting rights based on the number of shares carrying voting rights that they represent, and there shall be one vote for each share. The shares of the Company held by the Company itself shall carry no voting rights and such part of shares shall not be counted in the total number of voting shares present at the shareholders’ meeting. Where matters relating to related party (connected) transactions (as defined under the Hong Kong Listing Rules) are considered at the shareholders’ meeting, the related (connected) shareholders and their close associates (as defined under the Hong Kong Listing Rules) shall not be involved in voting, and the number of voting shares they represent shall not be counted in the total number of valid voting. The voting particulars of the non-related (connected) persons shall be fully disclosed in the announcement on the resolution of the shareholders’ meeting. In order to be valid, the resolution of the shareholders’ meeting on matters relating to related party (connected) transactions shall be approved by more than one half of the voting rights held by the non-related (connected) persons attending the shareholders’ meeting. However, in the event of such related party (connected) transaction involving matters that are required to be approved by special resolution stipulated in the Articles of Association, in order to be valid, the resolution of the shareholders’ meeting must be approved by more than two-thirds of the voting rights held by the non-related (connected) persons attending the shareholders’ meeting. A voting right shall be exercised by physical voting, online voting or otherwise. The first voting result shall prevail over repetitious votes for the same voting right. The voting at the shareholders’ meetings shall be conducted by a registered ballot. Before voting on the proposal, the shareholders’ meeting shall elect two shareholders’ representatives with no interest in the proposal, and the supervisors’ representative and other relevant person appointed according to the securities regulatory rules of the place where the Company’s shares are listed, to participate in the counting and supervision of votes. DIRECTORS AND BOARD OF DIRECTORS Directors Directors of the Company shall be natural persons. Directors shall be elected or replaced by the shareholders’ meeting, and shall be released of his/her duties by the shareholders’ meeting before the expiration of the term of office. The term of office of the Board shall be three years. Upon the expiration of the term of office, a director shall be eligible for re-election and reappointment, unless otherwise stipulated by the relevant laws, regulations and the securities regulatory rules of the place where the Company’s shares are listed. The general manager or other senior management may concurrently serve as directors. Duties of Directors Directors shall comply with the laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association and undertake the following fiduciary obligations towards the Company: (I) not to abuse his/her position to bribes or accept other illegal income or not to expropriate the Company’s property; APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-8 – --- page 370 --- (II) not to misappropriate the Company’s funds; (III) not to deposit the assets or funds of the Company into an account opened in his/her own name or the name of another individual; (IV) not to violate the provisions of the Articles of Association in using the Company’s funds to provide a loan or using the Company’s property to provide a guarantee to others without the consent of a shareholders’ meeting or the Board; (V) not to accept commissions in connection with the Company’s transactions as his/her own; (VI) not to disclose the secrets of the Company without authorization; (VII) not to abuse his/her related relationships to compromise the interests of the Company; (VIII) other fiduciary obligations stipulated by the laws, administrative regulations, departmental rules and the Articles of Association. Income derived by a director from violation of the provisions of this Article shall belong to the Company; he/she shall be liable for compensation for any loss of the Company arising therefrom. Directors shall comply with the laws, administrative regulations and the Articles of Association and shall undertake the diligent obligations towards the Company. If a Director fails to attend in person or entrust other directors to attend the Board meetings for two consecutive times, he/she shall be deemed to be unable to perform his/her duties, and the Board of Directors shall propose to the shareholders’ meeting to replace such Director. A Director who enters into a contract or transaction with the Company directly or indirectly shall report to the Board or the shareholders’ meeting on matters relating to the conclusion of the contract or transaction, and be approved by a resolution of the Board or the shareholders’ meeting in accordance with the provisions of laws, regulations and securities regulatory rules of the place where the Company’s shares are listed. The provisions of the preceding paragraph shall apply to the contracts or transactions between any close relatives of Directors, enterprises directly or indirectly controlled by Directors or their close relatives, and the related persons who have other related relationships with the Directors, with the Company. Directors shall not take advantage of their position to seek business opportunities that belong to the Company for themselves or others. However, exceptions are made in any of the following circumstances: (I) reporting to the Board of Directors or shareholders’ meeting, and be approved by a resolution of the Board of Directors or shareholders’ meeting in accordance with the provisions of laws, regulations and securities regulatory rules of the place where the Company’s shares are listed; (II) the Company should not take advantage of the business opportunity in accordance with the provisions of laws, administrative regulations or the Articles of Association. The Directors shall not operate a business similar to the business of the Company they serve for themselves or others, without reporting to the Board or shareholders’ meeting and without being approved by the Board of Directors or shareholders’ meeting through resolution in accordance with the provisions of laws, regulations and the securities regulatory rules of the place where the Company’s shares are listed. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-9 – --- page 371 --- Board of Directors The Company shall set up a Board of Directors which shall be accountable to the shareholders’ meeting. The Board shall exercise the following functions and powers: (I) convening the shareholders’ meeting and submitting work reports to the shareholders’ meeting; (II) executing the resolutions of the shareholders’ meeting; (III) determining the Company’s business plans and investment schemes; (IV) formulating the Company’s proposals for profit distribution and for recovery of losses; (V) formulating the Company’s plans for increase or reduction of registered capital, issuance of bonds or other securities and listing plan; (VI) formulating proposals for the merger, division, dissolution or change of corporate form of the Company; (VII) within the scope of authorization of the shareholders’ meeting, determining matters such as the Company’s external investments, acquisition and sale of assets, mortgage of assets, provision of guarantees to entities other than subsidiaries, entrusted wealth management, (connected) related transactions, external donations, etc.; (VIII) determining the establishment of internal management organizations of the Company; (IX) resolving on appointment, dismissal and remunerations of the general manager of the Company, and as nominated by the general manager, to resolve on appointment, dismissal and remunerations of the Company’s other senior management their remunerations, rewards and penalties; (X) formulating the Company’s basic management rules; (XI) formulating proposals for any amendment to the Articles of Association; (XII) proposing to the shareholders’ meeting on the appointment or replacement of an accounting firm which provides audit services to the Company; (XIII) listening to the work report of the Company’s general manager and inspecting the general manager’s work; (XIV) other functions and powers accorded by laws, administrative regulations, departmental rules and the securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association. The Board has set up special committees, namely, the Audit Committee, the Nomination Committee and the Remuneration Committee. The special committees shall be accountable to the Board and shall perform their duties in accordance with the Articles of Association and the authorization of the Board. Their proposals shall be submitted to the Board for deliberation and decision-making. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-10 – --- page 372 --- The Board of Directors shall consist of one chairman. The chairman of the Board shall be elected by more than half of all members of the Directors of the Board. Board meetings include regular meetings and extraordinary meetings. The Board of Directors shall hold at least four regular meetings every year, approximately once a quarter, which shall be convened by the chairman of the Board of Directors and notice shall be issued at least 14 days before the regular meetings are held. In any of the following circumstances, the chairman of the Board of Directors shall convene and preside over an extraordinary Board meeting within ten days after receipt of the proposal: (I) proposed by shareholders holding not less than one-tenth of the voting rights; (II) jointly proposed by not less than one-third of the Directors; (III) proposed by the Supervisory Committee; (IV) the chairman of the Board of Directors deems necessary; (V) any other circumstances stipulated in the Articles of Association. Meetings of the Board of Directors shall be held only if more than half of the Directors are present. Resolutions made by the Board of Directors require the approval of more than half of all Directors. Each Director shall have one vote for the resolutions of the Board meeting. In the case of an equality of votes cast both for and against a resolution, the chairman shall be entitled to one additional vote. If any Director is (related) connected with any enterprise or individual involved in the matter to be resolved in the meeting of the Board of Directors, such Director shall promptly submit a written report to the Board of Directors. Such Director with (related) connected relations should neither exercise his/her voting right on such matter, nor exercise voting right on behalf of other Directors, and his/her voting right shall not be counted towards the total voting rights. Such meeting of the Board of Directors may be held only if more than one half of the Directors without a (related) connected relationship are present, and the resolutions made at such a meeting of the Board of Directors shall be passed by more than one half of the Directors without a (related) connected relationship. If the number of non-(related) connected Directors present at the meeting of the Board of Directors is less than three, the matter shall be submitted to the shareholder’s meeting for consideration. Where the laws and regulations or securities regulatory rules of the places where the Company’s shares are listed have any additional limitations in respect of the participation and voting by Directors in Board meetings, the Company shall comply with such provisions. The Directors shall attend the Board Meeting in person. Where a Director is unable to attend a meeting for any reason, he/she may appoint another Director by a written power of attorney to attend the meeting on his/her behalf. The power of attorney shall set out the name of the proxy, subject matters of representation, scope of the authorization and period of validity, with the signature or seal of the appointer. The Director who attends the meeting on his/her behalf shall exercise the Director’s rights within the scope of authorization. Where a Director does not attend a Board meeting and does not appoint a proxy to attend on his/her behalf, he/she shall be deemed to forfeit his/her voting rights at the said meeting. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-11 – --- page 373 --- SENIOR MANAGEMENT The Company shall have one general manager, one president, one chief financial officer and one secretary to the Board of Directors, who are appointed or dismissed by the Board of Directors. The Company may decide to appoint other senior management according to actual needs for business development. The Company’s general manager, president, general manager of finance department, secretary to the Board of Directors and other senior management appointed by the Board of Directors are senior management of the Company. The general manager shall serve terms of three years and may serve consecutive terms if reappointed by the Board of Directors. The term of office of a general manager shall start from the date approved by the resolution of the Board of Directors, and shall end upon the expiry of the current term of the Board of Directors. SUPERVISORS AND SUPERVISORY COMMITTEE The Company shall establish a Supervisory Committee. The Supervisory Committee shall comprise 3 Supervisors and shall have a chairman. The chairman of the Supervisory Committee is elected by more than half of all the supervisors. The chairman of the Supervisory Committee shall convene and preside over Supervisory Committee meetings; where the chairman of the Supervisory Committee cannot or does not fulfil the duties thereof, more than half of the Supervisors may jointly elect a Supervisor to convene and preside over Supervisory Committee meetings. The Supervisory Committee consists of two representatives of the Shareholders and one employee representative of the Company. Employee representatives at the Supervisory Committee shall be democratically elected by the Company’s employees at the staff representative assembly, general staff meeting or otherwise. The Supervisory Committee shall hold a meeting at least once every six months, and shall give a notice in writing (including the way of mail, E-mail, fax or personal delivery) 10 days before the meeting. The meeting of the Supervisory Committee shall only be held when more than half of the Supervisors are present. Supervisors may propose to convene an extraordinary meeting of the Supervisory Committee. An extraordinary meeting of the Supervisory Committee shall be notified in writing three days before the meeting. With the consent of all Supervisors of the Company, the time limit of the notices stipulated in the above clauses may be exempted. In the event of an emergency for which an extraordinary meeting of the Supervisory Committee needs to be held as soon as possible, the Supervisory Committee may give the notices of the meeting by telephone or other oral means at any time, provided that the convener shall give an explanation at the meeting therefor. A resolution of the Supervisory Committee shall be passed by more than half of all Supervisors. Each Supervisor shall have one vote for the resolutions of the Supervisory Committee. FINANCIAL ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDIT Financial Accounting System The Company shall formulate its financial accounting system pursuant to the provisions of laws, administrative regulations and the relevant State authorities. If the securities regulators in the place where the Company’s shares are listed have regulations otherwise, such regulations shall prevail. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-12 – --- page 374 --- The Company shall have no accounting books other than the statutory accounting books. The Company’s assets shall not be deposited in any accounts opened in the name of any individual. Distribution of Profits Where the Company distributes its after-tax profits of the current year, it shall withdraw 10% of profits as the statutory reserve fund of the Company. Such withdrawal may be stopped when the statutory reserve fund of the Company has accumulated to at least 50% of the registered capital of the Company. When the Company’s statutory reserves are not sufficient to make up for its losses in previous years, the profits of the current year shall be used to make up for the losses before allocations are set aside for the statutory reserves as stipulated in the preceding paragraph. After the Company has withdrawn the statutory reserves from the after-tax profits, the Company may also withdraw the discretionary reserves from the after-tax profits by resolution of the shareholders’ meeting. After the Company has made up for its losses and made allocations to its statutory reserves, the remaining after-tax profits could be available for distribution in proportion to the shareholding percentages of the shareholders, unless distributed otherwise as provided in the Articles of Association. The shares of the Company held by itself are not entitled to profit distribution. The reserves of the Company shall be used to make up for its losses, enlarge the Company’s production and operation or convert into additional capital of the Company. To make up for the Company’s losses with the reserves, the discretionary reserves and statutory reserves shall be used first; if the losses cannot be covered, the capital reserves can be used in accordance with the provisions. When statutory reserves are converted into the registered capital, the amount of the said reserves left shall not be less than 25% of the registered capital of the Company before such conversion. Engagement of Accounting Firm The Company shall engage an accounting firm that complies with the provisions of laws and regulations to audit its accounting statements, verify its net assets and provide other relevant advisory services for a term of one year, which may be renewed. NOTICE A notice of the Company shall be sent by the following means: (I) by personal delivery; (II) by fax, email or mail; (III) by telephone; (IV) by announcement (including on designated websites and the Company’s website in accordance with the securities regulatory rules of the place where the Company’s shares are listed); (V) by other means approved by the relevant regulatory authority at the place where the Company’s shares are listed or stipulated in the Articles of Association. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-13 – --- page 375 --- AMENDMENTS TO THE ARTICLES OF ASSOCIATION Under any of the following circumstances, the Company shall amend the Articles of Association: (I) upon revision of the Company Law or the relevant laws, administrative regulations and the securities regulatory rules of the place where the Company’s shares are listed, the matters provided in the Articles of Association contradict the stipulations of the revised laws, administrative regulations, and the securities regulatory rules of the place where the shares of the Company are listed; (II) the Company’s situation has changed and is inconsistent with that set forth under the Articles of Association; (III) the shareholders’ meeting decides to amend the Articles of Association. Where any amendment to the Articles of Association passed by the resolution of the shareholders’ meeting is subject to review and approval of competent authorities, such amendment shall be submitted to the competent authorities for approval; where the Company’s registration matters are involved, such changes shall be registered in accordance with the laws. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY – III-14 – --- page 376 --- 1. FURTHER INFORMATION ABOUT OUR COMPANY Incorporation Our Company is a limited liability company established in the PRC on May 24, 2022 and converted into a joint stock company on January 13, 2025. Our registered office is located at Building 12-2, 678 Yunqiao Road, Pilot Free Trade Zone, Shanghai, PRC. We have established a place of business in Hong Kong at Room 1922, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong and were registered with the Registrar of Companies in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on February 10, 2025. Ms. Lai Ho Yan of Tricor Services Limited has been appointed as the authorized representative of our Company for the acceptance of service of process and notices on behalf of our Company in Hong Kong. The address for service of process on our Company in Hong Kong is the same as our principal place of business in Hong Kong as set out above. As our Company was established in the PRC, we are subject to relevant laws and regulations of the PRC. A summary of the relevant aspects of laws and regulations of the PRC and our Articles of Association is set out in “Regulatory Overview” and Appendix III to this Prospectus, respectively. Change in the Share Capital of Our Company The change in the share capital of our Company during the two years immediately preceding the date of this Prospectus is set out as follows: (a). On February 17, 2025, the registered capital of our Company was increased from RMB22,156,188 to RMB23,322,303 as a result of share incentive scheme through share subscriptions by our executive Directors, Mr. Xu and Mr. Zhang. Save as aforesaid, there had been no alterations of our share capital within the two years preceding the date of publication of this Prospectus. Changes in the Share Capital of Our Subsidiaries A summary of the corporate information and the particulars of our major subsidiaries as at December 31, 2025 are set out in the Accountants’ Report in Appendix I. Details of the changes in the share capital of the Company’s subsidiaries within the two years immediately preceding the date of this Prospectus are set out below: (a). on July 5, 2024, Jiangsu Sigenergy was incorporated in the PRC as a subsidiary of our Company with a registered capital of RMB100,000,000. (b). on September 19, 2024, Sigenergy Japan Co., Ltd. was incorporated in Japan as an indirectly wholly-owned subsidiary of our Company with a registered capital of JPY5,000,000. (c). on May 12, 2025, Shanghai Sige Digital was incorporated in the PRC with limited liability as a subsidiary of our Company with a registered capital of RMB100,000,000. (d). on September 1, 2025, SIGENERGY ITALY S.R.L. was incorporated in Italy as an indirectly wholly-owned subsidiary of our Company with a registered capital of Euro 10,000. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 1– --- page 377 --- (e). on September 4, 2025, SIGENERGY TECHNOLOGY SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNO ŚCIĄ was incorporated in Poland as an indirectly wholly-owned subsidiary of our Company with a registered capital of ZŁ 10,000. (f). on October 27, 2025, Hengqin Sigenergy was incorporated in the PRC with limited liability as an indirectly wholly-owned subsidiary of our Company with a registered capital of RMB10,000,000. (g). on December 23, 2025, Nantong Sigenergy was incorporated in the PRC with limited liability as a subsidiary of our Company with a registered capital of RMB50,000,000. (h). on March 10, 2026, the registered capital of Hengqin Sigenergy increased from RMB10,000,000 to RMB110,000,000. (i) on March 12, 2026, the registered capital of Jiangsu Sigenergy increased from RMB100,000,000 to RMB200,000,000. Save as aforesaid, as of the Latest Practicable Date, there had been no other alterations of share capital of our subsidiaries within the two years preceding the date of this Prospectus. Shareholders’ Resolutions Pursuant to the Shareholders’ meeting held on February 20, 2025, the following resolutions, among others, were duly passed: (a) the sub-division of the Shares with nominal value of RMB1.00 each on the basis of 1:10, effective immediately prior to the Listing, and taking into account the Share Subdivision, the issue of H Shares of nominal value of RMB0.1 each and such H Shares be listed on the Stock Exchange; (b) the number of H Shares to be issued before the exercise of the Over-allotment Option shall not be more than 25% of the total issued share capital of our Company as enlarged by the Global Offering, and granting the Underwriters the Over-allotment Option of no more than 15% of the number of H Shares initially issued pursuant to the Global Offering; (c) conditional upon the completion of the Global Offering and taking into account the Share Subdivision, 126,158,441 Unlisted Shares held by certain existing Shareholders will be converted into H Shares on a one-for-one basis; (d) subject to the completion of the Global Offering, the Articles of Association have been approved and adopted, which shall become effective on the Listing Date, and our Board and/or its authorized person(s) have been authorized to amend the Articles of Association to the extent necessary in accordance with any comments from the relevant regulatory authorities; and (e) our Board and/or its authorized person(s) have been authorized to handle all relevant matters relating to, among other things, the implementation of issuance of H Shares and the Listing. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 2– --- page 378 --- 2. FURTHER INFORMATION ABOUT OUR BUSINESS Summary of Material Contracts We have entered into the following contracts (not being contracts entered into in the ordinary course of business) within two years preceding the date of this Prospectus, which are or may be material and a copy of each has been delivered to the Registrar of Companies in Hong Kong for registration: (a) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Aranda Investments Pte. Ltd., CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Aranda Investments Pte. Ltd. agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$33 million; (b) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Guotai Junan Investments (Hong Kong) Limited, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Guotai Junan Investments (Hong Kong) Limited agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$28.89 million and hold such H Shares to be subscribed on a non-discretionary basis to hedge a series of cross border delta-one over-the-counter (OTC) swap transactions entered into by Guotai Junan Investments (Hong Kong) Limited, Guotai Haitong Securities Co., Ltd. and Shanghai Lujiazui (Group) Co., Ltd.; (c) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Goldman Sachs Asset Management (Hong Kong) Limited, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Goldman Sachs Asset Management (Hong Kong) Limited, acting as an discretionary investment manager for and on behalf of its managed account clients and funds, agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$21 million; (d) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, HHLR Advisors, Ltd., Hillhouse Investment Management, Ltd., CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which HHLR Advisors, Ltd. and Hillhouse Investment Management, Ltd. agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$21 million; (e) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, UBS Asset Management (Singapore) Ltd., CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which UBS Asset Management (Singapore) Ltd., in its capacity as the delegate of the investment manager to certain investors, agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$21 million; (f) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, AXA Investment Managers UK Limited, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which AXA Investment Managers UK Limited, as a delegated investment manager on behalf of (i) BNP Paribas Clean Energy Solutions Fund and (ii) BNP Paribas Europe Environmental Solutions Fund, agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$15 million; APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 3– --- page 379 --- (g) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, CPE Energy Investment Limited, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which CPE Energy Investment Limited agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$15 million; (h) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Lazurite Hime L.P., CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Lazurite Hime L.P. (acting by its general partner Akoya Hime Investment Limited) agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$15 million; (i) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Baring Asset Management (Asia) Limited, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Baring Asset Management (Asia) Limited, in its capacity as the investment manager for and on behalf of certain fund(s) and discretionary investment account(s), agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$10 million; (j) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Charoen Pokphand Robot Limited, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Charoen Pokphand Robot Limited agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$10 million; (k) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, CPIC Investment Management (H.K.) Company Limited, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which CPIC Investment Management (H.K.) Company Limited agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$10 million; (l) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Fullgoal Asset Management (HK) Limited, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Fullgoal Asset Management (HK) Limited agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$3 million; (m) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Fullgoal Fund Management Co., Ltd., CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Fullgoal Fund Management Co., Ltd. agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$7 million; (n) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Greenwoods Asset Management Hong Kong Limited, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Greenwoods Asset Management Hong Kong Limited agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$10 million; APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 4– --- page 380 --- (o) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Huadeng Technology Space Ventures Ltd, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Huadeng Technology Space Ventures Ltd agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$10 million; (p) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, ICBC Wealth Management Co., Ltd., CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which ICBC Wealth Management Co., Ltd. agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$10 million; (q) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Perseverance Asset Management International (Singapore) Pte. Ltd., CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Perseverance Asset Management International (Singapore) Pte. Ltd., acting in its capacity as an investment advisor or investment manager and on behalf of certain investment funds and separated managed accounts, agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$10 million; (r) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Scene Cloud Global Limited, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Scene Cloud Global Limited agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$10 million; (s) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, Tropical Terrain Limited, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which Tropical Terrain Limited agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$10 million; (t) the cornerstone investment agreement dated April 1, 2026 entered into among the Company, 3W Fund Management Limited, CITIC Securities (Hong Kong) Limited, BNP Paribas Securities (Asia) Limited and CLSA Limited, pursuant to which 3W Fund Management Limited agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent of US$10 million; and (u) the Hong Kong Underwriting Agreement. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 5– --- page 381 --- Our Intellectual Property Rights As of the Latest Practicable Date, we have registered the following intellectual property rights, which we consider to be material in relation to our business: Trademarks As of the Latest Practicable Date, we had applied for the registration of the following trademarks which we consider to be material in relation to our business: No. Trademark Owner Registration Number Place of Registration 1 /H1118/H1118/H1118/H1118 Our Company 018903941 European Patent Office 2 /H1118/H1118/H1118/H1118 Our Company 1487723 Benelux 3 /H1118/H1118/H1118/H1118 Our Company 30 2023 111 565 Germany 4 /H1118/H1118/H1118/H1118 Our Company 2371769 Australia Copyrights As of the Latest Practicable Date, we have the following copyrights which we consider to be or may be material to our business: No. Copyright Name Registered Owner Registration Number Registration Date 1 /H1118/H1118/H1118/H1118Sigenergy Monitoring Software Shanghai Sigenergy 2024SR0184467 January 29, 2024 2 /H1118/H1118/H1118/H1118Sigeyun Management Software Our Company 2024SR1030015 July 19, 2024 Domain Names As of the Latest Practicable Date, we have registered or been authorized to use the following domain names which we consider to be material in relation to our business: No. Domain Name Registered Owner Expiry Date (1) 1 /H1118/H1118/H1118/H1118sigenergy.plus Our Company April 18, 2026 2 /H1118/H1118/H1118/H1118pointguardenergy.com Our Company July 18, 2026 3 /H1118/H1118/H1118/H1118sigenergy.net Our Company September 2, 2026 4 /H1118/H1118/H1118/H1118sigenergy.press Our Company April 18, 2026 5 /H1118/H1118/H1118/H1118sigenergy.site Our Company April 18, 2026 6 /H1118/H1118/H1118/H1118sigenergy.tech Our Company April 18, 2026 7 /H1118/H1118/H1118/H1118sigenergy.cc Our Company September 2, 2026 8 /H1118/H1118/H1118/H1118sigenergy.email Our Company April 18, 2026 9 /H1118/H1118/H1118/H1118sigenergy.shop Our Company April 18, 2026 10 /H1118/H1118/H1118sigenergy.plus Our Company April 18, 2026 11 /H1118/H1118/H1118sigenergy.asia Our Company April 18, 2026 12 /H1118/H1118/H1118sigenergy.vip Our Company April 18, 2026 13 /H1118/H1118/H1118sigenergy.art Our Company April 18, 2026 14 /H1118/H1118/H1118sigenergy.com Our Company June 27, 2027 Note: (1) As advised by the PRC Legal Adviser, it is expected that there will be no impediment to renewing the domain names prior to their expiration. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 6– --- page 382 --- Patents As of the Latest Practicable Date, we have registered or been authorized to use the following patents which we consider to be material in relation to our business: No Patent Name Registered Owner Registration Number Registration Date 1 /H1118/H1118/H1118/H1118eછՓӻ୕ ၑዚʧሯ Our Company CN202311037699.4 August 17, 2023 2 /H1118/H1118/H1118/H1118ၑዚʧሯe Ꮇঐӻ୕ʿ೯ཥӻ୕ Shanghai Sigenergy CN202311275716.8 September 28, 2023 3 /H1118/H1118/H1118/H1118ɓ၇ɓ᜗όᎷঐӻ୕ʿՉટᇞଷ Our Company CN202323224646.1 November 29, 2023 4 /H1118/H1118/H1118/H1118ΈͿ৕ᜊኜʿΈͿӻ୕ Shanghai Sigenergy CN202420057226.4 January 10, 2024 5 /H1118/H1118/H1118/H1118ှණϓༀໄeΈͿӻ୕ Shanghai Sigenergy CN202420286419.7 February 6, 2024 6 /H1118/H1118/H1118/H1118છՓ˙ ձༀໄ Shanghai Sigenergy CN202410573404.3 May 9, 2024 7 /H1118/H1118/H1118/H1118eༀໄeΈͿ ӻ୕ʿཥɿண௪ Hefei Sigenergy CN202410599376.2 May 15, 2024 8 /H1118/H1118/H1118/H1118eᎷঐӻ୕છՓ ༀໄձᎷঐӻ୕ Shanghai Sigenergy CN202410858525.2 June 28, 2024 Save as disclosed above, as of the Latest Practicable Date, there were no other trademarks, domains, copyrights, intellectual property rights, or individual property rights which are or may be material in relation to our business. 3. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUPERVISORS Particulars of Directors’ and Supervisors’ Contracts and Appointment Letters (i). Executive Directors Each of Mr. Xu and Mr. Zhang, being our executive Directors, has entered into a service contract with our Company. Each service contract is for an initial term of three years. The service contracts may be renewed in accordance with the Articles of Association and the applicable laws, rules and regulations. (ii). Non-executive Directors Each of Mr. Sun Guoqing, Mr. Wang Lin and Ms. Yang Ting being our non-executive Directors, has entered into a letter of appointment with our Company. Each letter of appointment is for an initial term of three years. The letters of appointment may be renewed in accordance with the Articles of Association and the applicable laws, rules and regulations. (iii). Independent non-executive Directors Each of Ms. Ng Wing Yan Claudia, Mr. Lin Jinwu and Ms. Chen Jijin being our independent non-executive Directors, has entered into a letter of appointment with our Company. Each letter of appointment is for an initial term of three years. The letters of appointment may be renewed in accordance with the Articles of Association and the applicable laws, rules and regulations. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 7– --- page 383 --- (iv). Supervisors Each of Mr. Liu Qinwei, Ms. Yang Shunxia and Mr. Zhu Bo, being our Supervisors, has entered into a service contract with our Company. Each service contract is for an initial term of three years. The service contracts may be renewed in accordance with the Articles of Association and the applicable laws, rules and regulations. Remuneration of Directors and Supervisors Save as disclosed in “Directors, Supervisors and Senior Management” and “Appendix I — Accountants’ Report — 9. Directors’, Chief Executive’s and Supervisors’ Remuneration” for the years ended December 31, 2023, 2024 and 2025, none of our Directors or Supervisors received other remunerations or benefits in kind from us. Under the arrangements currently in force, without taking into account the impact of the grant of Awarded Shares under the SM Incentive Scheme, we estimate that the aggregate remuneration payable to, and benefits in kind receivable by, our Directors by any member of our Group in respect of the year ending December 31, 2026 is approximately RMB10.54 million. There is no arrangement under which any Director or Supervisor has waived or agreed to waive any remuneration or benefits in kind during the Track Record Period. 4. DISCLOSURE OF INTERESTS Disclosure of Interests of Directors, Supervisors and Chief Executive of our Company Immediately following the completion of the Global Offering assuming that the Over- allotment Option is not exercised, none of our Directors, Supervisors and chief executive has any interest and/or short position in the Shares, underlying Shares and debentures of our Company or our associated corporations (within the meaning of Part XV of the SFO) which will be required to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest or short position which they were taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules to be notified to our Company, once the Shares are listed on the Stock Exchange. Interests in our Company As at the Latest Practicable Date without taking into account the Share Subdivision As at the Listing Date, taking into account the Share Subdivision and assuming the Over-allotment Option is not exercised Name Position Nature of Interest Class of Shares Number and class of Shares held Approximate percentage of shareholding in the total share capital of our Company Number and class of Shares held as at the Listing Date, taking into account the Share Subdivision (1) Approximate percentage of shareholding in Unlisted/ H Shares (1) Approximate aggregate percentage of shareholding in the total share capital of our Company (1) Mr. Xu /H1118/H1118Chairman of the Board, Executive Director and chief executive officer Beneficial owner Unlisted Shares 2,374,586 10.18% 16,916,480 15.80% 6.85% H Shares – – 6,829,380 4.89% 2.77% Interest in controlled corporations Unlisted Shares 9,120,043 39.10% 55,520,950 51.86% 22.50% H Shares – – 35,679,480 25.53% 14.46% Ms. Yang Ting /H1118/H1118 Non-executive Director Spouse interest Unlisted Shares 11,494,629 49.28% 72,437,430 67.66% 29.35% H Shares – – 42,508,860 30.42% 17.22% APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 8– --- page 384 --- As at the Latest Practicable Date without taking into account the Share Subdivision As at the Listing Date, taking into account the Share Subdivision and assuming the Over-allotment Option is not exercised Name Position Nature of Interest Class of Shares Number and class of Shares held Approximate percentage of shareholding in the total share capital of our Company Number and class of Shares held as at the Listing Date, taking into account the Share Subdivision (1) Approximate percentage of shareholding in Unlisted/ H Shares (1) Approximate aggregate percentage of shareholding in the total share capital of our Company (1) Mr. Zhang /H1118Executive Director and the President of the Company Beneficial owner Unlisted Shares 291,529 1.25% – –% –% H Shares – – 2,915,290 2.09% 1.18% Interest in controlled corporations Unlisted Shares 2,305,177 9.88% 17,311,370 16.17% 7.01% H Shares – – 5,740,400 4.11% 2.33% Notes: (L) All interests stated are long positions. (1). The calculation is based on the assumption that (i) the Share Subdivision is completed, (ii) the conversion of 126,158,441 existing Unlisted Shares into H Shares, (iii) the Over-allotment Option is not exercised, and (iv) the total number of issued shares of the Company immediately upon completion of the Global Offering will be 246,796,930 Shares. (2). As of the Latest Practicable Date, the respective sole general partner of Jiaxing Ouji, Jiaxing Gulin, Jiaxing Mailin and Jiaxing Maita was Mr. Xu. As such, Mr. Xu is deemed to be interested in the shares held by Jiaxing Ouji, Jiaxing Gulin, Jiaxing Mailin and Jiaxing Maita upon the completion of the Global Offering under the SFO. (3). As of the Latest Practicable Date, the sole general partner of Jiaxing Qianzhusong was Mr. Zhang, holding 99.0% partnership interest therein. As such, Mr. Zhang is deemed to be interested in the shares held by Jiaxing Qianzhusong upon the completion of the Global Offering under the SFO. Disclosure of Interests of Substantial Shareholders Save as disclosed in the section headed “Substantial Shareholders”, immediately following the completion of the Global Offering and without taking into account any Shares which may be issued pursuant to the exercise of the Over-allotment Option, our Directors are not aware of any other person (not being a Director, Supervisor or chief executive of our Company) who will have an interest or short position in our 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 is, directly or indirectly, interested in 10% or more of the issued voting shares of our Company. As of the Latest Practicable Date, our Directors are not aware of any persons who would, immediately following the completion of the Global Offering, be directly or indirectly interested in 10% or more of the issued voting shares of the following member of our Group (other than our Company). Interests of the substantial shareholders in other members of our Group So far as the Directors are aware, the following person (other than our Company, and any subsidiaries of our Group) is entitled to exercise, or control the exercise of, 10% or more of voting power at the general meetings of other members of our Group: Name of the subsidiary Name of shareholder Percentage of interest in the subsidiary Nantong Sigenergy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Dongguan Xianghua Hardware Technology Co., Ltd.* (ږ ʮ̡) (1) 49.0% APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 9– --- page 385 --- Note (1) Dongguan Xianghua Hardware Technology Co., Ltd.* (ʮ̡) (holding 49% of equity interests therein) is owned by Liu De An ( ᄎᅃτ) and Zhao Meili (ᘆ) as to 95% and 5%, respectively. Dongguan Xianghua Hardware Technology Co., Ltd., Liu De An and Zhao Meili are all Independent Third Parties. Disclaimers Save as disclosed in this Prospectus: (a). none of our Directors, Supervisors, their respective close associates (as defined under the Listing Rules) or Shareholders who own more than 5% of the number of issued shares of our Company have any interests in the five largest customers or the five largest suppliers of our Group; and (b). none of our Directors, Supervisors or any of the parties listed in “Qualification of Experts” in this Appendix is: (i). interested in our promotion, or in any assets which have been, within two years immediately preceding the date of this Prospectus, acquired or disposed of by or leased to us, or are proposed to be acquired or disposed of by or leased to any member of our Group; or (ii). materially interested in any contract or arrangement subsisting at the date of this Prospectus which is significant in relation to our business. 5. PRE-IPO EMPLOYEE INCENTIVE SCHEME The following is a summary of the principal terms of the Pre-IPO Employee Incentive Scheme, which was adopted by the Company and took effect in September 2022, and amended in December 2024. The Pre-IPO Employee Incentive Scheme does not involve the grant of new Shares or awards by the Company after the Listing, and the Pre-IPO Employee Incentive Scheme will not cause any dilution of the shareholding of our Shareholders after the Listing. Under the Pre-IPO Employee Incentive Scheme, Eligible Participants (as defined below) were granted partnership interests in Jiaxing Gulin and Jiaxing Ouji (the “ Awards”), our Employee Incentive Platforms, Jiaxing Gulin and Jiaxing Ouji had, in turn, subscribed for 18,330,000 Shares and 15,000,000 Shares (taking into account the Share Subdivision), representing approximately 7.86% and 6.43% of our total issued Shares as at the Latest Practicable Date, respectively. As of the Latest Practicable Date, Mr. Xu, as the respective sole general partner of Jiaxing Gulin and Jiaxing Ouji, held approximately 1.07% and 65.60% partnership interests therein. Details of the structure of the Employee Incentive Platforms are set out below. APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-10 – --- page 386 --- 25.71% 4.49% 4.21% 8.73%5.17%LP LP LP 83.32% LP 1.72% LP LP LP GPGP GP GP GPGP GP GP GP Yuansi Gongzhan ࢝1) Yuansi Tongzhou ΝЋ(2) Yuansi Chuangshuo ௴ᖒ(3) Yuansi Nengju ঐၳ(4) Yuansi Hezhong ձহ(5) Yuansi Yuanlue Ⴣଫ(6) Yuansi Zhitong Ν(7) Mr. Xu 6.43% 7.86% Jiaxing Ouji ྗጳᛱණ Our Company Jiaxing Gulin ྗጳԋ⬺ Notes: (1) As of the Latest Practicable Date, Yuansi Gongzhan (࢝was held as to approximately (i) 3.0082% by Mr. Xu as its sole general partner, and (ii) 96.9918% by 48 Eligible Participants as limited partners of the Pre-IPO Employee Incentive Scheme. (2) As of the Latest Practicable Date, Yuansi Tongzhou (ΝЋ) was held as to approximately (i) 0.1486% by Mr. Xu as its sole general partner, and (ii) 99.8514% by four Eligible Participants as limited partners of the Pre-IPO Employee Incentive Scheme. (3) As of the Latest Practicable Date, Yuansi Chuangshuo (௴ᖒ) was held as to approximately (i) 11.2815% by Mr. Xu as its sole general partner, and (ii) 88.7185% by 42 Eligible Participants as limited partners of the Pre-IPO Employee Incentive Scheme. (4) As of the Latest Practicable Date, Yuansi Nengju (ঐၳ) was held as to approximately (i) 0.0327% by Mr. Xu as its sole general partner, and (ii) 99.9673% by 48 Eligible Participants as limited partners of the Pre-IPO Employee Incentive Scheme. (5) As of the Latest Practicable Date, Yuansi Hezhong (ձহ) was held as to approximately (i) 8.0950% by Mr. Xu as its sole general partner, and (ii) 91.9050% by 43 Eligible Participants as limited partners of the Pre-IPO Employee Incentive Scheme. (6) As of the Latest Practicable Date, Yuansi Yuanlue (Ⴣଫ) was held as to approximately (i) 4.0418% by Mr. Xu as its sole general partner, and (ii) 95.9582% by 45 Eligible Participants as limited partners of the Pre-IPO Employee Incentive Scheme. (7) As of the Latest Practicable Date, Yuansi Zhitong (Ν) was held as to approximately (i) 6.6793% by Mr. Xu as its sole general partner, and (ii) 93.3207% by 45 Eligible Participants as limited partners of the Pre-IPO Employee Incentive Scheme. Purpose The primary purpose of the Pre-IPO Employee Incentive Scheme is to improve the incentive mechanism of the Group, further enhance the sense of responsibility and mission of the participants thereto (the “ Eligible Participants ”), promote the continued growth of the performance of the Group, and bring economic benefits to the Eligible Participants while enhancing the value of the Group, so as to realize the common development of the Eligible Participants and the Group. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 1 1– --- page 387 --- Administration The Board, or individuals authorized by the Board, including the general manager of the Company, are authorized to implement, amend, suspend, and interpret the Pre-IPO Employee Incentive Scheme. The Board may delegate the administration of the scheme to the general manager and a designated management team (the “ Administrator ”), which shall execute and oversee matters in accordance with the scheme’s provisions. The Administrator is responsible for handling and implementing various tasks, including but not limited to:  identifying eligible employees for awards;  determining the grant date, adjusting the number of awards, and setting or modifying the granting and purchase prices of equity interests under the scheme;  arranging for the execution of grant agreements, shareholding platform partnership agreements, and other relevant documents;  interpreting and amending the scheme to align with applicable laws and regulations; and  other duties specified under the scheme or authorized by the Board. Eligible Participants Persons eligible to participate in the Pre-IPO Employee Incentive Scheme are the employees of our Group, who have made contribution to the development of the Group (individually and collectively, the “ Eligible Participant(s) ”). Form of the Pre-IPO Employee Incentive Scheme The Eligible Participants, as partners of the Employee Incentive Platforms which are limited partnerships, shall subscribe for partnership interests of the Employee Incentive Platforms as partners according to the number of awards granted under the Pre-IPO Employee Incentive Scheme, thereby indirectly holding the Shares of our Company by virtue of their capacity as partners of the relevant Employee Incentive Platform. Total Number of the Underlying Shares of the Awards As of the Latest Practicable Date, all the Shares held by Jiaxing Gulin and Jiaxing Ouji were subscribed by the Eligible Participants, and the relevant registration had been completed. The subscription prices per each corresponding Share underlying the Awards granted were RMB1.90, RMB0.48, and RMB1.35 per Share, assuming the Share Subdivision has been completed. Term The Pre-IPO Employee Incentive Scheme shall take effective from the date of being approved by the Board and shall not exceed 10 years. In the event of a merger, division, or change in control of the Company, the termination of the Pre-IPO Employee Incentive Scheme may be proposed by the general manager and shall be subject to review and approval by the Board. Payment of Contribution Grantees must subscribe for the partnership interests of the Employee Incentive Platforms in cash, and should ensure that their source of funds is genuine and lawful. All contribution payments shall be made fully and timely. APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-12 – --- page 388 --- Rights Attached to Awards The general partner of the Employee Shareholding Platforms shall exercise voting rights on behalf of the Eligible Participants in respect of the Shares underlying the Awards. The Eligible Participants have the rights to any dividends or distributions from any Shares underlying the Award. Transfer Restrictions Except for circumstances specified under the terms of the Pre-IPO Employee Incentive Scheme, the partnership interests of the Eligible Participants shall be subject to certain transfer restrictions and/or performance targets under the Pre-IPO Employee Incentive Scheme, for a term of four years from the date of grant of the Awards. Details of interests in the Employee Shareholding Platforms As of the Latest Practicable Date, all partnership interests in the Employee Incentive Platforms have been subscribed by and fully paid up by the Eligible Participants. As of the Latest Practicable Date, all Shares subject to the Pre-IPO Employee Incentive Scheme were granted to, vested in, and subscribed for by the participants. No further Awards will be granted after the date of this Prospectus and the Pre-IPO Employee Incentive Scheme will not cause any dilution of the shareholding of our Shareholders after the Listing. Details of the Awards granted to Directors, Supervisors and senior management of our Company, and connected persons of the Company under the Pre-IPO Employee Incentive Scheme are set out below: Details regarding Jiaxing Gulin Name Position(s) Relevant Employee Incentive Platform Approximate partnership interests in the relevant Employee Incentive Platform Approximate number of Shares corresponding to awards granted to the grantees (1) Approximate shareholding percentage of total issued Shares immediately prior to the Listing (2) Directors, Supervisors, senior management and connected persons Mr. Liu Qinwei (ᄎॢၪ) /H1118/H1118/H1118 Supervisor Yuansi Nengju 6.19% 94,500 0.43% Ms. Yang Shunxia (เනᒳ) /H1118/H1118/H1118 Supervisor Yuansi Nengju 2.06% 31,500 0.14% Mr. Zhu Bo (ϡ௹) /H1118/H1118/H1118/H1118/H1118 Supervisor Yuansi Nengju 1.03% 15,750 0.07% Mr. Zhang Jiawei (ੵྗਃ) /H1118/H1118/H1118 General Manager of Sales of Solutions Yuansi Nengju 6.19% 94,500 0.43% Ms. Qiao Lingzi (ɿ) /H1118/H1118/H1118 General Manager of Marketing Yuansi Nengju 6.19% 94,500 0.43% Mr. Cheng Guobo (ت)H1118/H1118/H1118 General Manager of Manufacturing Yuansi Nengju 1.65% 25,200 0.11% APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-13 – --- page 389 --- Name Position(s) Relevant Employee Incentive Platform Approximate partnership interests in the relevant Employee Incentive Platform Approximate number of Shares corresponding to awards granted to the grantees (1) Approximate shareholding percentage of total issued Shares immediately prior to the Listing (2) Mr. Huang Xueqi (ර௛೘) /H1118/H1118/H1118 General Manager of Finance, Secretary to the Board and joint company secretary Yuansi Nengju 1.65% 25,200 0.11% Other grantees 41 employees /H1118/H1118– Yuansi Nengju 75.04% 1,145,550 5.17% 43 employees /H1118/H1118– Yuansi Hezhong 91.91% 28,954 0.13% 45 employees /H1118/H1118– Yuansi Yuanlue 95.96% 90,954 0.41% 45 employees /H1118/H1118– Yuansi Zhitong 93.32% 149,266 0.67% Details regarding Jiaxing Ouji Name Position(s) Relevant Employee Incentive Platform Approximate partnership interests in the relevant Employee Incentive Platform Approximate number of Shares corresponding to awards granted to the grantees (1) Approximate shareholding percentage of total issued Shares immediately prior to the Listing (2) Directors, Supervisors, senior management and connected persons Ms. Ou Chandan (ᆄᄬ ) /H1118/H1118/H1118 General Manager of Human Resources and Administration Management Yuansi Tongzhou 37.44% 25,200 0.11% Other grantees 48 employees /H1118/H1118– Yuansi Gongzhan 96.99% 374,019 1.69% 3 employees /H1118/H1118– Yuansi Tongzhou 62.41% 42,000 0.19% 42 employees /H1118/H1118– Yuansi Chuangshuo 88.72% 56,016 0.25% Notes: (1) For illustrating the indirect interests of grantees in the Shares, the number of Shares is presented and calculated by (a) multiplying their respective percentage of partnership interests in the relevant Employee Incentive Platform by the total number of Shares held by the relevant Employee Incentive Platform and (b) without taking into account the Share Subdivision. (2) Certain of the Unlisted Shares held by Jiaxing Gulin and Jiaxing Ouji will be converted into H Shares, subject to the relevant regulatory approvals and registration. APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-14 – --- page 390 --- The table below sets out the details of the Awards granted to the limited partners under the Pre-IPO Employee Incentive Scheme as of the Latest Practicable Date. No Awards will be further granted after the Listing pursuant to the Pre-IPO Employee Incentive Scheme. Shares corresponding to awards held by Jiaxing Gulin without taking into account the Share Subdivision Number of grantees Approximate total number of Shares corresponding to awards held by Jiaxing Gulin (1) Approximate total shareholding percentage corresponding to awards in the total number of Shares in issue immediately prior to the Global Offering (2) 0 to 1,000 Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839 24,754 0.11% 1,001 to 10,000 shares /H1118/H1118/H1118/H1118/H1118/H111894 244,420 1.10% 10,001 to 50,000 shares /H1118/H1118/H1118/H1118/H1118/H111841 907,200 4.09% 50,001 to 100,000 shares /H1118/H1118/H1118/H1118/H11187 619,500 2.80% Shares corresponding to awards held by Jiaxing Ouji without taking into account the Share Subdivision Number of grantees Approximate total number of Shares corresponding to awards held by Jiaxing Ouji (1) Approximate total shareholding percentage corresponding to awards in the total number of Shares in issue immediately prior to the Global Offering (2) 0 to 1,000 Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– 1,001 to 10,000 shares /H1118/H1118/H1118/H1118/H1118/H111883 327,135 1.48% 10,001 to 50,000 shares /H1118/H1118/H1118/H1118/H1118/H111811 170,100 0.77% 50,001 to 100,000 shares /H1118/H1118/H1118/H1118/H1118––– Notes: (1) For illustrating the indirect interests of grantees in the Shares, the number of Shares is presented and calculated by (a) multiplying their respective percentage of partnership interests in the relevant Employee Incentive Platform by the total number of Shares held by the relevant Employee Incentive Platform and (b) without taking into account the Share Subdivision. (2) Certain of the Unlisted Shares held by the Jiaxing Gulin and Jiaxing Ouji will be converted into H Shares, subject to the relevant regulatory approvals and registration. 6. OTHER INFORMATION Litigation As of the Latest Practicable Date, no member of our Group was engaged in any litigation or arbitration of material importance and, so far as our Directors are aware, no litigation or claim of material importance is pending or threatened by or against any member of our Group. Joint Sponsors The Joint Sponsors have made an application on our behalf to the Listing Committee of the Stock Exchange for a listing of, and permission to deal in, all the H Shares to be issued as mentioned in this Prospectus. The Joint Sponsors satisfy the independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing Rules. Each of the Joint Sponsors will receive a fee of US$450,000 for acting as the sponsors for the listing. APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-15 – --- page 391 --- Compliance Adviser Our Company has appointed Rainbow Capital (HK) Limited as the compliance adviser in compliance with Rule 3A.19 of the Listing Rules. Preliminary Expenses As of the Latest Practicable Date, our Company had not incurred material preliminary expenses. Promoter All of the promoters of the Company are the then Shareholders as at January 13, 2025 immediately before our conversion into a joint stock limited liability company. Save as disclosed in this Prospectus, within the two years immediately preceding the date of this Prospectus, no cash, securities or other benefit has been paid, allotted or given nor is any proposed to be paid, allotted or given to any promoter in connection with the Global Offering and the related transactions described in this Prospectus. No Material Adverse Change Our Directors confirm that up to the date of this Prospectus, there has been no material adverse change in our financial, operational, or trading position, indebtedness, mortgage, contingent liabilities, guarantees or prospects since December 31, 2025, being the end of the period reported on the Accountants’ Report included in Appendix I; and there has been no event since December 31, 2025 and up to the date of this Prospectus which would materially affect the information shown in the Accountants’ Report set out in Appendix I to this Prospectus. Qualifications of Experts The qualifications of the experts, as defined under the Listing Rules, who have given opinions in this Prospectus, are as follows: Name Qualification CITIC Securities (Hong Kong) Limited /H1118/H1118/H1118/H1118Licensed corporation to conduct Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the SFO BNP Paribas Securities (Asia) Limited /H1118/H1118/H1118/H1118Licensed to conduct type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO Ernst & Young /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants and Registered Public Interest Entity Auditor Jia Yuan Law Offices /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC legal adviser Frost & Sullivan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Independent industry consultant Ernst & Young (China) Advisory Limited /H1118/H1118Tax consultant with respect to transfer pricing arrangements of the Group Cowell Clarke Commercial Lawyers /H1118/H1118/H1118/H1118/H1118/H1118Australian legal adviser APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-16 – --- page 392 --- As of the Latest Practicable Date, none of the experts named above had 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. Consents of Experts Each of the experts named in the paragraph headed “Qualification of Experts” in this Appendix has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion of its report and/or letter and/or opinion and/or the references to its name included herein in the form and context in which they respectively appear in this Prospectus. Save as disclosed in this Prospectus, none of the experts named above has any shareholding interests in any member of our Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of our Group. Taxation of Holders of H Shares The sale, purchase and transfer of H Shares registered with our Hong Kong branch register of members will be subject to Hong Kong stamp duty. The current rate charged on each of the purchaser and seller is 0.1% of the consideration of or, if higher, of the fair value of our Shares being sold or transferred. Restriction on Share Repurchases For details of the restrictions on share repurchases by our Company, see “Appendix III — Summary of Articles of Association of the Company.” Binding Effect This Prospectus shall have the effect, if an application is made in pursuant hereof, of rendering all persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and 44B of the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable. Related Party Transactions Our Group entered into the related party transactions within the two years immediately preceding the date of this Prospectus as mentioned in “Appendix I — Accountants’ Report — Related Party Transactions.” Estate Duty Our Directors have been advised that no material liability for estate duty is likely to fall on our Company or any of our major subsidiaries. Bilingual Prospectus The English language and Chinese language versions of this Prospectus are being published separately, in reliance upon the exemption provided by section 4 of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong). APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-17 – --- page 393 --- Miscellaneous (a) Save as disclosed in this Prospectus, within the two years immediately preceding the date of this Prospectus: (i). no share or loan capital of our Company or any of our subsidiaries has been issued or agreed to be issued, or is proposed to be fully or partly paid either for cash or a consideration other than cash; (ii). no share or loan capital of our Company or any of our subsidiaries is under option or is agreed conditionally or unconditionally to be put under option; (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 of our Company or any of our subsidiaries; and (iv). no commission has been paid or is payable for subscription, agreeing to subscribe, procuring subscription or agreeing to procure subscription for any share in or debentures of our Company; (b) there are no founder, management or deferred shares or any debentures in our Company or any of our subsidiaries; (c) there are no contracts for hire or hire purchase of plant to or by us for a period of over one year which are substantial in relation to our business; (d) 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; (e) there are no restrictions affecting the remittance of profits or repatriation of capital by us into Hong Kong from outside Hong Kong; (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) none of our equity and debt securities is listed or dealt with in any other stock exchange nor is any listing or permission to deal being or proposed to be sought; (i) our Company is a joint stock company with limited liability and is subject to the PRC Company Law; and (j) our Company has adopted a code of conduct regarding Directors’ and Supervisors’ securities transactions on terms as required under the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Hong Kong Listing Rules. APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-18 – --- page 394 --- DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG The documents attached to the copy of this Prospectus delivered to the Registrar of Companies in Hong Kong for registration were: (a). the written consents referred to in “Statutory and General Information — 6. Other Information — Consents of Experts” in Appendix IV; and (b). a copy of each of the material contracts referred to in “Statutory and General Information — 2. Further Information about our Business — Summary of Material Contracts” in Appendix IV . 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.sigenergy.com during a period of 14 days from the date of this Prospectus: 1. the Articles of Association; 2. the audited consolidated financial statements of our Group for the years ended December 31, 2023, 2024 and 2025; 3. the Accountants’ Report from Ernst & Young for the years ended December 31, 2023, 2024 and 2025, the text of which is set forth in Appendix I; 4. the report from Ernst & Young on the unaudited pro forma financial information of our Group as at December 31, 2025, the text of which is set forth in Appendix II; 5. the material contracts referred to in “Statutory and General Information — 2. Further Information about our Business — Summary of Material Contracts” in Appendix IV; 6. the written consents referred to in “Statutory and General Information — 6. Other Information — Consents of Experts” in Appendix IV; 7. the service contracts and appointment letters referred to in “Statutory and General Information — 3. Further Information about our Directors and Supervisors” in Appendix IV; 8. the legal opinions issued by Jia Yuan Law Offices, our PRC Legal Adviser, in respect of, among other things, certain general corporate matters and property interests of our Group under PRC law; 9. the transfer pricing analysis report issued by Ernst & Young (China) Advisory Limited, our tax consultant with respect to transfer pricing arrangements of our Group; 10. the industry report issued by Frost & Sullivan, the summary of which is set forth in the section headed “Industry Overview”; 11. the PRC Company Law, the PRC Securities Law, the Guidelines for Articles of Association of Listed Companies, and the Trial Measures for the Administration on Overseas Securities Offering and Listing by Domestic Companies, together with unofficial English translations thereof; and 12. the legal opinions issued by Cowell Clarke Commercial Lawyers, in respect of the voluntary product recall in Australia. APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY –V - 1– --- page 395 --- 思格新能源（上海）股份有限公司 Sigenergy Technology Co., Ltd.