--- page 1 --- 琻捷電子科技 ( 江蘇 ) 股份有限公司 SENASIC Electronics Technology Co., Ltd. GLOBAL OFFERING Stock Code : 6675 (A joint stock company incorporated in the People’s Republic of China with limited liability) 琻捷電子科技 ( 江蘇 ) 股份有限公司 Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers --- page 2 --- IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain professional independent advice. ܩ SENASIC Electronics Technology Co., Ltd. Ҧ (Ϫᘽ )ʮ̡ (A joint stock company incorporated in the People’ s Republic of China with limited liability) Global Offering Number of Offer Shares under the Global Offering : 53,407,000 H Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 5,340,800 H Shares (subject to reallocation) Number of International Offer Shares : 48,066,200 H Shares (subject to reallocation and the Over-allotment Option) Offer Price : HK$18.36 per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong Kong Stock Exchange trading fee of 0.00565% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : RMB0.05 per H Share Stock code : 6675 Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss h owsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. A copy of this prospectus, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies i n Hong Kong and Available on Display” in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. The Offer Price will be HK$18.36 per Offer Share. The Joint Sponsor-OCs (for themselves and on behalf of the Underwriters), may, with the consent of our Company, reduce the number of Offer Shares and/or the Offer Price below that stated in this prospectus at any time on or prior to the morning of the last date for lodging ap plications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the indicative Offer Price will be publ ished as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applic ations under the Hong Kong Public Offering. Such notices will also be available on the website of our Company at https://www.senasic.com/ and on the website of the Stock Exchange at www.hkexnews.hk . Further details are set forth in “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. Prior to making an investment decision, prospective investors should carefully consider all of the information set out in this prospectus, in partic ular, the risk factors set out in “Risk Factors”. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Sponsor-OCs (for themselves and on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in “Underwri ting” in this prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be of fered, sold, pledged or transferred within or to the United States, or for the account or benefit of US persons (as defined in Regulation S), except in transactions e xempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside of the United States in offshore transactions in accordance with Regulation S. ATTENTION We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in relation to the Hong Kong Public Offering. This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at https://www.senasic.com/ . If you require a printed copy of this prospectus, you may download and print from the websites above. IMPORTANT June 9, 2026 --- page 3 --- IMPORTANT NOTICE TO INVESTORS: FULLY ELECTRONIC APPLICATION PROCESS We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the public. This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ” section, and our website at www.senasic.com. If you require a printed copy of this prospectus, you may download and print from the website addresses above. To apply for the Hong Kong Offer Shares, you may: (1) apply online via the HK eIPO White Form service at www.hkeipo.hk ;o r (2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees to apply on your behalf by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf. We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of this prospectus are identical to the printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. If you are an intermediary , broker or agent , please remind your customers, clients or principals, as applicable, that this prospectus is available online at the website addresses above. See “How to Apply for Hong Kong Offer Shares” for further details of the procedures through which you can apply for the Hong Kong Offer Shares electronically. IMPORTANT –i i– --- page 4 --- Y our application through the HK eIPO White Form service or the HKSCC EIPO channel must be made for a minimum of 200 Hong Kong Offer Shares and in multiples of that number of Hong Kong Offer Shares as set out in the table below. No application for any other number of Hong Kong Offer Shares will be considered and such an application is liable to be rejected. If you are applying through the HK eIPO White Form service, you may refer to the table below for the amount payable for the number of H Shares you have selected. Y ou must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares. If you are applying through the HKSCC EIPO channel, you are required to pre-fund your application based on the amount specified by your broker or custodian, as determined based on the applicable laws and regulations in Hong Kong. No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment HK$ HK$ HK$ HK$ 200 3,709.04 3,000 55,635.48 40,000 741,806.42 500,000 9,272,580.30 400 7,418.06 4,000 74,180.64 50,000 927,258.04 600,000 11,127,096.35 600 11,127.10 5,000 92,725.81 60,000 1,112,709.63 700,000 12,981,612.42 800 14,836.13 6,000 111,270.96 70,000 1,298,161.24 800,000 14,836,128.48 1,000 18,545.17 7,000 129,816.12 80,000 1,483,612.85 900,000 16,690,644.55 1,200 22,254.18 8,000 148,361.29 90,000 1,669,064.45 1,000,000 18,545,160.60 1,400 25,963.22 9,000 166,906.45 100,000 1,854,516.05 1,500,000 27,817,740.90 1,600 29,672.25 10,000 185,451.61 200,000 3,709,032.12 2,000,000 37,090,321.20 1,800 33,381.29 20,000 370,903.21 300,000 5,563,548.18 2,670,400 (1) 49,522,996.86 2,000 37,090.32 30,000 556,354.82 400,000 7,418,064.25 (1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares initially offered. (2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively. IMPORTANT – iii – --- page 5 --- Should there be any changes to the dates mentioned in the following expected timetable (1) of the Hong Kong Public Offering, an announcement will be made and published on the website of the Stock Exchange at www.hkexnews.hk and our website at www.senasic.com of the revised timetable. Hong Kong Public Offering commences .................................... .9:00 a.m. on Tuesday, June 9, 2026 Latest time for completing electronic applications under the HK eIPO White Form service through the designated website at www.hkeipo.hk (2) .................................................. 1 1:30 a.m. on Friday, June 12, 2026 Application lists open (3) ................................................ 1 1:45 a.m. on Friday, June 12, 2026 Latest time for (a) completing payment for HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (b) giving electronic application instructions to HKSCC (4) ........................................... .12:00 noon on Friday, June 12, 2026 If you are instructing your broker or custodian who is a HKSCC Participant to apply for Hong Kong Offer Shares on your behalf, you are advised to contact your broker or custodian for the latest time for giving such instructions, which may be different from the latest time as stated above. Application lists close (3) .............................................. .12:00 noon on Friday, June 12, 2026 Announcement of the Offer Price, the level of applications in the Hong Kong Public Offering, the level of indications of interest in the International Offering and the basis of allocation of the Hong Kong Offer Shares to be published on the website of the Stock Exchange at www.hkexnews.hk and our website at www.senasic.com by(5) .............................................. 1 1:00 p.m. on Tuesday, June 16, 2026 EXPECTED TIMETABLE –i v– --- page 6 --- Results of allocation in the Hong Kong Public Offering to be available through a variety of channels as described in “How to Apply for Hong Kong Offer Shares—B. Publication of Results,” including through: (1) from the “Allotment Results” page at the designated results of allocations website at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult with a “search by ID” function on a 24-hour basis from .............................................. 1 1:00 p.m. on Tuesday, June 16, 2026 to 12:00 midnight on Monday, June 22, 2026 (2) the allocation results telephone enquiry line by calling +852 3691 8488 between 9:00 a.m. and 6:00 p.m. from .........W ednesday, June 17, 2026, to Tuesday, June 23, 2026 (excluding Saturday, Sunday and public holidays in Hong Kong) H Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before (6)(7) ................................................. T uesday, June 16, 2026 HK eIPO White Form e-Auto Refund payment instructions or refund checks in respect of wholly or partially unsuccessful applications to be dispatched on or before (8) ............................... W ednesday, June 17, 2026 Dealings in H Shares on the Stock Exchange to commence at .................... .9:00 a.m. on Wednesday, June 17, 2026 (1) All dates and times refer to Hong Kong local dates and times. (2) Y ou will not be permitted to submit your application under the HK eIPO White Form service through the designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. (3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning signal and/or Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, June 12, 2026, the application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares—E. Bad Weather Arrangements”. (4) Applicants who apply for Hong Kong Offer Shares by giving electronic instructions to HKSCC should refer to “How to Apply for Hong Kong Offer Shares—A. Application for Hong Kong Offer Shares—2. Application Channels” of this prospectus. (5) None of the websites or any of the information contained on the websites forms part of this prospectus. (6) Applicants being individuals must not authorize any other person to collect on their behalf. Applicants being corporations must attend by their respective authorized representative bearing a letter of authorization from the corporation stamped with the corporation’s chop. Evidence of identity acceptable to the H Share Registrar, Tricor Investor Services Limited, must be produced at the time of collection. Uncollected H Share certificate(s) will be sent to the addresses specified in the relevant application instructions by ordinary post at the applicants’ own risk. See “How to Apply for Hong Kong Offer Shares—D. Despatch/Collection of H Share Certificates and Refund of Application Monies”. (7) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is expected to be Wednesday, June 17, 2026, provided that the Global Offering has become unconditional in all respects and the right of termination described in “Underwriting—Underwriting Arrangements and Expenses—Hong Kong Public Offering—Grounds for Termination” has not been exercised. Investors who trade H Shares prior to the receipt of H Share certificates or prior to the H Share certificates becoming valid evidence of title do so entirely at their own risk. EXPECTED TIMETABLE –v– --- page 7 --- (8) HK eIPO White Form e-Auto Refund payment instructions or refund checks will be issued in respect of wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering. Part of the applicant’s identification document number, or, if the application is made by joint applicants, part of the identification document number of the first-named applicant, provided by the applicant(s) may be printed on the refund check, if any. Such data would also be transferred to a third party for refund purposes. Banks may require verification of an applicant’s identification document number before encashment of the refund check. Inaccurate completion of an applicant’s identification document number may invalidate or delay encashment of the refund check. The above expected timetable is a summary only. For details of the structure of the Global Offering, including its conditions, and the procedures for applications for Hong Kong Offer Shares, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares,” respectively. If the Global Offering does not become unconditional or is terminated in accordance with its terms, the Global Offering will not proceed. In such a case, our Company will make an announcement as soon as practicable thereafter. EXPECTED TIMETABLE –v i– --- page 8 --- IMPORTANT NOTICE TO PROSPECTIVE INVESTORS This prospectus is issued by us solely in connection with the Hong Kong Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the Hong Kong Offer Shares offered by this prospectus pursuant to the Hong Kong Public Offering. This prospectus may not be used for the purpose of, and does not constitute, an offer or a solicitation of an offer to subscribe for or buy, any security in any other jurisdiction or in any other circumstances. No action has been taken to permit a public offering of the Offer Shares or the distribution of this prospectus in any jurisdiction other than Hong Kong. The distribution of this prospectus and the offering and sale of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom. You should rely only on the information contained in this prospectus to make your investment decision. The Hong Kong Public Offering is made solely on the basis of the information contained and the representations made in this prospectus. We have not authorized anyone to provide you with information that is different from what is contained in this prospectus. Any information or representation not contained nor made in this prospectus must not be relied on by you as having been authorized by us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Capital Market Intermediaries, any of the Underwriters, any of our or their respective directors, officers, employees, agents or representatives of any of them or any other parties involved in the Global Offering. Page EXPECTED TIMETABLE ................................................. i v CONTENTS ............................................................ v i i SUMMARY ............................................................. 1 DEFINITIONS .......................................................... 1 3 GLOSSARY ............................................................ 2 1 FORW ARD-LOOKING STATEMENTS ........................................ 2 5 RISK FACTORS ......................................................... 2 7 W AIVERS AND EXEMPTIONS ............................................. 5 5 INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING ....... 5 9 DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING ............. 6 2 CORPORATE INFORMATION ............................................. 7 0 INDUSTRY OVERVIEW .................................................. 7 2 CONTENTS – vii – --- page 9 --- REGULATORY OVERVIEW ............................................... 8 8 HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE .................... 1 0 6 BUSINESS ............................................................. 1 3 4 RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS ...... 1 9 2 CORNERSTONE INVESTORS ............................................. 1 9 6 DIRECTORS AND SENIOR MANAGEMENT .................................. 2 0 1 SUBSTANTIAL SHAREHOLDERS ........................................... 2 1 1 SHARE CAPITAL ........................................................ 2 1 4 FINANCIAL INFORMATION ............................................... 2 1 7 FUTURE PLANS AND USE OF PROCEEDS ................................... 2 4 7 UNDERWRITING ........................................................ 2 5 2 STRUCTURE OF THE GLOBAL OFFERING .................................. 2 6 2 HOW TO APPLY FOR HONG KONG OFFER SHARES .......................... 2 7 0 APPENDIX I — ACCOUNTANTS’ REPORT ............................. I - 1 APPENDIX II — UNAUDITED PRO FORMA FINANCIAL INFORMATION ..... II-1 APPENDIX III — SUMMARY OF ARTICLES OF ASSOCIATION ............. III-1 APPENDIX IV — STATUTORY AND GENERAL INFORMATION ............. I V - 1 APPENDIX V — DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY ......................................... V - 1 CONTENTS – viii – --- page 10 --- This summary aims to give you an overview of the information contained in this prospectus. As it is a summary, it does not contain all the information that may be important to you. You should read the whole prospectus before you decide to invest in the Offer Shares. There are unique challenges, risks and uncertainties associated with investing in companies such as ours. In addition, we have incurred net losses since our inception, and we may incur net losses for the foreseeable future. We had net cash used in operating activities during the Track Record Period. We did not declare or pay any dividends during the Track Record Period and may not pay any dividends in the foreseeable future. Your investment decision should be made in light of these considerations. There are risks associated with any investment. Some of the particular risks in investing in the Offer Shares are set out in the section headed “Risk Factors” in this prospectus. You should read that section carefully in full before you decide to invest in the Offer Shares. OVERVIEW We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor chips. We are the third largest automotive wireless sensor SoC company globally and the largest automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S report. The automotive wireless sensor SoC market is a subsector of the overall wireless sensor SoC market, with the top two players accounting for over 50% of the global automotive wireless sensor SoC market in aggregate, according to the same source. In 2025, the automotive wireless sensor SoC market accounted for over 50% in the overall global wireless sensor SoC market. We have accomplished the wireless integration and SoC architecture of sensor chips. Recognizing wireless sensor SoCs as pivotal growth engines in automotive electronics, we secured competitive advantage by mass-producing high-performance automotive-grade wireless sensor SoCs since 2018. Leveraging our domain expertise and scalable SoC platform, we are able to deploy these innovations in other high-growth verticals such as energy storage, industrial electronics, robotics and consumer electronics since 2021, where our wireless sensor SoCs enable next-gen capabilities for intelligent edge applications. OUR PRODUCT PORTFOLIO Intelligent Tire Sensing SoCs. We achieved the mass production of our tire pressure monitoring system (“TPMS”) SoCs, our major product for intelligent tire sensing, in 2018. We are the first supplier in China that had achieved mass production of TPMS chips, according to the F&S report. We established first-mover advantage when China promulgated the mandatory standard for TPMS of passenger cars in 2017 (i.e., Performance Requirements and Test Methods of Tire Pressure Monitoring System for Passenger Cars (جGB 26149-2017), implemented from 2020. Pursuant to such standard, our TPMS SoCs are adopted in Type I TPMS (i.e., sensor-based), which is the predominant TPMS solution for passenger vehicles in China, according to the F&S report. We are also the first supplier in China that had achieved mass production of bluetooth low energy (“BLE,” i.e., a wireless personal area network technology designed for applications requiring low power consumption) TPMS chips, according to the F&S report, ready to capitalize on the expedited intelligent upgrades of new energy vehicles (“NEVs”) in China that require TPMS sensors to achieve high data rates, high bandwidth and bi-directional communications. BLE TPMS solutions are emerging as the new industry trend due to their high integration and platform-based advantages, according to the same source. Additionally, we are the first and the only supplier of TPMS SoCs and BLE TPMS SoCs for automotive OEMs in China, according to the same source. BMS SoCs. In 2021, we achieved the mass production of our battery pressure sensor (“BPS”) SoCs, one of our major BMS products, to address the challenges of early fault detection in thermal scenarios. We fortified our first-mover advantage with the launch of such product, when China promulgated the mandatory safety standard of the power batteries for electric vehicles (EVs) in 2020 (i.e., Electric V ehicles SUMMARY –1– --- page 11 --- Traction Battery Safety Requirements (Ӌ) (GB 38031-2020), requiring five-minute advance warnings before thermal runaway. We remain our position in this market segment, ranking No. 1 globally in terms of the revenue of BPS SoC products in 2025, according to the F&S report. We continue to achieve breakthroughs with battery monitoring system (“BMS”) SoCs, with the launch of new-generation BPS SoC product that meets the elevated safety standard of power batteries from passive alerts to proactive defense. In 2025, a more stringent mandatory requirement was promulgated for the power batteries for EVs in China, which mandates that power batteries must not ignite or explode for at least two hours following a thermal runaway event, and will be implemented from July 2026. We developed the first BPS chip in China that met such new mandatory standard, according to the F&S report. Drawing from our expertise in BMS SoCs, we are committed to the development of SoCs based on wireless battery monitoring system (“wBMS”), or wBMS technology—a future-facing architecture with the potential to redefine battery monitoring systems. wBMS SoCs offer transformational benefits by significantly enhancing battery cell monitoring reliability and precision, streamlining battery pack assembly, reducing wiring complexity and overall cost, and driving battery system intelligence. Specifically, compared with traditional wired BMS solutions, wBMS SoCs eliminate bulky wiring harnesses and enables modular pack design to achieve overall production cost savings. They also offer critical value by improving connection reliability and mitigating mechanical failure, minimizing peripheral component costs, and enhancing the maintainability of battery packs (e.g., in energy storage systems, battery packs can be swapped in and out rather than plug in and out wiring harnesses). By virtue of the unique benefits offered by wBMS SoCs, the market for wBMS SoCs is projected for long-term growth, with global revenue increasing from RMB0.1 billion in 2027 to RMB22.2 billion by 2030, at a CAGR of 457.5%, according to the F&S report. We began to generate revenue in connection with our wBMS SoCs in 2025. Our wBMS SoCs had entered into front-end validation and were in the process of obtaining formal designation from leading cell and battery manufacturers in China as of the Latest Practicable Date. USI SoCs. We achieved the mass production of our universal sensor interface (“USI”) SoCs in 2021, which has enabled us to diversify the application scenarios of our products. USI SoCs are characterized by applications in a wide range of sensors such as air conditioning pressure sensor, intelligent chassis brake pressure sensor and vehicle acceleration sensor. We identified that the USI SoCs address critical demands, e.g., (1) the replacement of legacy components of traditional internal combustion engine vehicles, such as temperature and manifold absolute pressure sensors (“TMAP sensors,” i.e., an integrated electronic component in an internal combustion engine that measures the absolute pressure inside the intake manifold and the temperature of the intake air) for intake manifold pressure, engine oil pressure sensors, and transmission pressure sensors; and (2) emerging applications in NEVs, including sensors for air conditioning systems, and for monitoring pressure, temperature and humidity and intelligent chassis pressure. The image below illustrates the primary applications of our products, in the instance of automotive electronics sector. • Battery pressure sensor (BPS) • Battery aerosol sensor (BAS) • wBMS • ...... Intelligent Tire Sensing • Tire pressure monitoring system (TPMS) • Load monitoring • Blowout monitoring • ...... Battery Monitoring System Other Settings • Air conditioning pressure • Intelligent chassis brake pressure • Vehicle acceleration • ...... • Ultrasonic sensor system (USS) • ...... Universal Sensor Interface SUMMARY –2– --- page 12 --- OUR BUSINESS MODEL We operate under the fabless model and focus on the design of SoCs. We outsource wafer fabrication and chip packaging and testing activities to third-party business partners. By concentrating our resources on product design and R&D processes, we can swiftly respond to evolving market demands and continuously innovate our product offerings. According to the F&S report, the fabless business model is consistent with the increasing trend of specialized division of labor within the semiconductor industry, allowing fabless companies to focus attention and resources on design and R&D. We provide SoCs based on our proprietary design, as well as integrated solutions based on the specific demands of certain customers. For our integrated solutions, we leverage our industry know-how and collaborate closely with our customers to design and provide customized modules. This enables us to reinforce our relationship with key customers, stay abreast with the latest trends of downstream sectors and constantly upgrade and enhance our offerings. We have adopted a transaction-based model. The price range of our products tend to vary depending on different functions and complexity and customer specifications. We determine our product pricing through negotiations with our customers. We consider factors such as our costs, desired profit margin, pricing of similar products of competitors and degree of market competition in formulating our pricing policies. OUR BUSINESS AND FINANCIAL PERFORMANCE We achieved robust growth and continually improved gross profit margin during the Track Record Period. Our total revenue increased from RMB223.5 million for 2023 to RMB347.5 million for 2024 and further to RMB477.9 million for 2025, at a CAGR of 46.2%. In 2023, 2024 and 2025, our key customer retention rate was 97.6%, 93.8% and 86.3%, respectively, and the net dollar retention rate of key customers was 231.3%, 159.0% and 133.9% for the same periods, respectively. Our gross profit margin increased from 16.6% in 2023 to 20.3% in 2024 and further to 28.0% in 2025. OUR COMPETITIVE STRENGTHS We believe the following strengths have contributed to our success and differentiated us from our competitors: (1) a top wireless sensor SoC provider, dedicated to the mission-critical automotive sensor chip market; (2) efficient and adaptive sensor SoC platform empowered by proprietary technologies, enabling product capabilities; (3) customer-centric development, fostering synergistic partnerships and strong customer base; (4) extensive supply chain coordination experience and high-quality fulfillment capabilities, empowering proven record of large-scale delivery; (5) expanding applications in in-vehicle sensing and natural extension to adjacent fields to seize commercialization opportunities; and (6) seasoned and visionary management team and strategic collaborations with industry shareholders, supporting sustained innovation. See “Business—Our Competitive Strengths.” OUR GROWTH STRATEGIES We intend to pursue the following strategies to further grow our business: (1) commit to innovations to seize market opportunities and reinforce technology advantages; (2) advance product development to expand product portfolio and application scenarios; (3) reinforce collaborations with our blue-chip customers and expand our customer base; (4) pursue overseas expansion and enhance global exposure; and (5) build a robust talent pipeline to sustain innovation and growth. See “Business—Our Growth Strategies.” SUMMARY –3– --- page 13 --- OUR RESEARCH AND DEVELOPMENT Our technological capabilities are the cornerstone for our value proposition. Since our inception, we have established a proprietary sensor SoC platform that integrates sensing, processing and wireless transmission capabilities, coupled with wireless radio frequency technologies, automotive-grade SoC capabilities and engineering capabilities, which together form our technology foundation. See “Business—Our Technology Foundation.” Through years of R&D efforts, we have built extensive expertise in the field of sensor SoCs, in particular wireless sensor SoCs. We continuously expand our product portfolio, updating existing products and introducing cost-effective new solutions to enhance competitiveness. By intensifying R&D commitments, accelerating market response times and enhancing operational efficiency, we aim to solidify and extend our competitive edge in the industry. See “Business—Research and Development.” OUR CUSTOMERS AND SUPPLIERS Our Customers Our customers during the Track Record Period primarily include direct sales customers in relevant downstream sectors, i.e., Tier 1 suppliers, as well as distributors. Currently, our products are deployed by a number of leading automotive OEMs (i.e., BYD, SAIC, Geely, FAW Group, Changan Automobile, Chery Automobile, Dongfeng Motor Corporation, BAIC, GAC and GWM Group), through their Tier 1 suppliers. Such automotive OEMs are the end customers of our direct sales customers. Currently, our products are deployed by a number of automotive OEMs through their Tier 1 suppliers. In 2023, 2024 and 2025, revenue generated from our top five customers for each period during the Track Record Period accounted for 35.6%, 52.1% and 52.3% of our total revenue of such period, respectively, and revenue generated from our largest customer for each period during the Track Record Period accounted for 9.2%, 25.2% and 31.9% of our total revenue in the same periods, respectively. See “Business—Customers.” Our Suppliers Our suppliers primarily consist of (1) wafer foundries, and (2) chip packaging and testing service providers. Our suppliers are primarily located in China. In 2023, 2024 and 2025, purchases from our top five suppliers for each period during the Track Record Period accounted for 52.6%, 64.5% and 59.6% of our total purchase amount of such period, respectively, and the purchase from our largest supplier for each period during the Track Record Period accounted for 13.8%, 21.9% and 18.0% of our total purchase amount in the same periods, respectively. See “Business—Suppliers.” INTELLECTUAL PROPERTY RIGHTS We believe that our intellectual property rights are critical to our continued success. We have taken the following key measures to protect our intellectual property rights, including (1) establishing a set of comprehensive internal policies to implement effective management over our intellectual property rights, (2) timely registration, filing and application for the ownership of our intellectual properties, (3) timely report to the management upon identification of infringement of our intellectual property rights by third parties, (4) providing trainings to enhance employees’ intellectual property right awareness and to ensure our intellectual property protection measures’ long-term effectiveness, and (5) stipulating and emphasizing the ownership and protection of intellectual properties in the employment agreements and employee handbook. As of December 31, 2025, we had 90 granted patents, 33 utility model patents and one design patent. As of the same date, we had 61 layout-design of integrated circuits, 26 software copyrights and 25 registered trademarks. Our Directors confirm that we did not have any material disputes or any other pending material legal proceedings of intellectual property rights with third parties during the Track Record Period and up to the Latest Practicable Date. See “Business—Intellectual Property Rights.” SUMMARY –4– --- page 14 --- RISK FACTORS Our business and operations involve certain risks and uncertainties including those set out in the “Risk Factors” section in this prospectus. Some of the major risk factors that we face include: (1) failure to keep up with the constantly evolving and developing industries; (2) limited operating history and commercialization record; (3) unsuccessful execution of growth strategies; (4) failure to retain existing customers or attract new customers; (5) failure to compete with our competitors; (6) failure to fully maintain the quality control over our products and to price our product effectively; (7) failure to enhance our brand recognition and sales and marketing capabilities; and (8) failure to maintain relationship with our distributors and to manage our distribution network. As different investors may have different interpretations and criteria when determining the significance of a risk, you should carefully read the “Risk Factors” section in its entirety before you decide to invest in our Shares. SUMMARY OF HISTORICAL FINANCIAL INFORMATION The following tables set forth summary financial data from our financial information during the Track Record Period, extracted from the Accountants’ Report as set out in Appendix I to this prospectus. The summary financial data set forth below should be read together with, and is qualified in its entirety by reference to, our financial statements in this prospectus, including the related notes. Our consolidated financial information was prepared in accordance with HKFRS Accounting Standards. Summary of Consolidated Statements of Profit or Loss The following table sets forth a summary of our consolidated statements of profit or loss items for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount %o f Revenue Amount %o f Revenue Amount %o f Revenue (RMB in thousands, except for percentages) Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(186,337) (83.4) (276,936) (79.7) (344,273) (72.0) Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0 Loss from operations /H1100/H1100(188,663) (84.4) (99,880) (28.6) (47,474) (9.9) Loss before taxation /H1100/H1100(355,400) (159.0) (351,339) (101.0) (330,564) (69.2) Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(401) (0.2) – – – – Loss for the year /H1100/H1100/H1100/H1100(355,801) (159.2) (351,339) (101.0) (330,564) (69.2) Non-HKFRS Measure To supplement our consolidated financial statements which are presented in accordance with the HKFRS Accounting Standards, we also use adjusted loss for the year (non-HKFRS measure) as additional financial measure, which is not required by, or presented in accordance with, the HKFRS Accounting Standards. We believe that such non-HKFRS measure facilitate comparisons of operating performance from period to period and company to company by eliminating potential impacts of certain items. We believe that such measure provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as they help our management. However, our presentation of adjusted loss for the year (non-HKFRS measure) may not be comparable to similarly titled measures presented by other companies. The use of such non-HKFRS measure has limitations as an analytical tool, and you should not consider them in isolation from, or as substitute for analysis of, our results of operations or financial condition as reported under HKFRS Accounting Standards. SUMMARY –5– --- page 15 --- We define adjusted loss for the year (non-HKFRS measure) as loss for the year adjusted for listing expenses, changes in the carrying amount of liabilities recognized for financial instruments issued to investors and equity-settled share-based payment expenses. Listing expenses were incurred with the Global Offering and Listing. Equity-settled share-based payment expenses are non-cash expenses arising from the share incentives that we grant to employees. Changes in the carrying amount of liabilities recognized for financial instruments issued to investors represent changes in the carrying amount of our Shares with preferential rights, which are measured at the higher amount expected to be paid to the investors upon redemption or liquidation, which is assumed to be at the dates of issuance and at the end of each reporting period. We do not expect to record any further changes in the carrying amount of such Shares as they will be redesignated to equity upon the completion of the Listing. The following table sets out a reconciliation from adjusted loss for the year (non-HKFRS measure) loss for the year presented in accordance with the HKFRS Accounting Standards. Y ear ended December 31, 2023 2024 2025 (RMB in thousands) Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564) Add: listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 14,224 Add: changes in the carrying amount of liabilities recognized for financial instruments issued to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100164,506 251,161 282,288 Add: equity-settled share-based payment expenses /H1100/H1100/H11003,819 2,978 2,176 Adjusted loss for the year (non-HKFRS measure) /H1100(187,476) (97,200) (31,876) Our loss for the year remained relatively stable at RMB355.8 million for 2023 and RMB351.3 million for 2024. Our loss for the year decreased from RMB351.3 million for 2024 to RMB330.6 million for 2025, primarily due to the increase of our gross profit, which was generally in line with our overall increase in revenue. See “Financial Information—Period to Period Comparison of Results of Operations.” Revenue During the Track Record Period, we primarily generated revenue from the sales of (1) intelligent tire sensing SoCs; (2) BMS SoCs; and (3) USI SoCs. See “Business—Our Products.” In 2023, 2024 and 2025, our revenue was RMB223.5 million, RMB347.5 million and RMB477.9 million, respectively. We began to generate revenue in connection with our wBMS SoCs in 2025. The following table sets forth a breakdown of our revenue by product type and further by customer type for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount %o f Total Amount %o f Total Amount %o f Total (RMB in thousands, except for percentages) Intelligent tire sensing SoCs /H1100/H1100/H1100/H110086,157 38.6 208,587 60.0 291,178 60.9 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,096 23.4 128,056 36.8 201,559 42.2 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,061 15.2 80,531 23.2 89,619 18.7 BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,912 21.0 42,739 12.3 66,938 14.0 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,760 12.4 2,571 0.7 6,497 1.4 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,152 8.6 40,168 11.6 60,441 12.6 USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,569 38.3 89,120 25.6 114,613 24.0 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,172 11.3 25,009 7.2 37,328 7.8 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,397 27.0 64,111 18.4 77,285 16.2 Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,845 2.1 7,094 2.1 5,132 1.1 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,840 2.1 7,055 2.0 4,321 0.9 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 0.0 39 0.1 811 0.2 Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 SUMMARY –6– --- page 16 --- (1) Others primarily include USS SoCs and other products and services ancillary to our provision of SoCs. The following table sets forth a breakdown of our revenue by distribution channels for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount % Amount % Amount % (RMB in thousands, except for percentages) Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100113,615 50.8 184,849 53.2 228,157 47.7 Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100109,868 49.2 162,691 46.8 249,704 52.3 Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 Gross profit and gross profit margin In 2023, 2024 and 2025, our gross profit was RMB37.1 million, RMB70.6 million and RMB133.6 million, respectively, representing gross profit margin of 16.6%, 20.3% and 28.0%, respectively. The following table sets forth a breakdown of our gross profit and gross profit margin by product type and further by customer type for the periods indicated. Y ear ended December 31, 2023 2024 2025 Gross profit/(loss) Gross profit/(loss) margin Gross profit Gross profit margin Gross profit Gross profit margin (RMB) (%) (RMB) (%) (RMB) (%) (RMB in thousands, except for percentages) Intelligent tire sensing SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,251) (9.6) 23,349 11.2 59,013 20.3 – Tier 1 suppliers /H1100/H1100/H1100(3,748) (7.2) 17,412 13.6 41,079 20.4 – Distributorship /H1100/H1100/H1100(4,503) (13.2) 5,937 7.4 17,934 20.0 BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,997 42.6 16,027 37.5 23,772 35.5 – Tier 1 suppliers /H1100/H1100/H110015,187 54.7 1,427 55.5 2,089 32.2 – Distributorship /H1100/H1100/H11004,810 25.1 14,600 36.3 21,683 35.9 USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,163 28.2 29,136 32.7 50,149 43.8 – Tier 1 suppliers /H1100/H1100/H11002,591 10.3 8,907 35.6 15,834 42.4 – Distributorship /H1100/H1100/H110021,572 35.7 20,229 31.6 34,315 44.4 Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,237 N/M 2,092 N/M 654 12.7 Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0 During the Track Record Period, the gross profit margin for our sales to distributors was generally higher than that for our sales to Tier 1 suppliers, primarily because Tier 1 suppliers were major industry players with larger order volumes and stronger bargaining power. The following table sets forth a breakdown of our gross profit and gross profit margin by distribution channels for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount % Amount % Amount % (RMB in thousands, except for percentages) Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,546 19.0 40,242 21.8 73,737 32.3 Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,600 14.2 30,362 18.7 59,851 24.0 Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0 SUMMARY –7– --- page 17 --- Summary of Consolidated Statements of Balance Sheet The following table sets forth a summary of our consolidated balance sheet as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,862 26,774 32,633 Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100593,235 665,962 707,840 Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,114 111,824 163,729 Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100502,121 554,138 544,111 Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100542,983 580,912 576,744 Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,383,256 1,740,531 2,055,756 Net liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012) Our net current assets further increased from RMB502.1 million as of December 31, 2023 to RMB554.1 million as of December 31, 2024, primarily due to (1) the increase in our financial assets at FVPL; and (2) the increase in our pledged bank deposits, partially offset by the increases in the current portion of our loans and borrowings and trade and other payables. Our net current assets then decreased to RMB544.1 million as of December 31, 2025, primarily due to the increase in the current portion of our loans and borrowings. Our net liabilities increased from RMB840.3 million as of December 31, 2023 to RMB1,159.6 million as of December 31, 2024, primarily due to an addition to our accumulated loss of RMB351.3 million mainly representing our operating losses, and the net impact of recognition of financial instruments issued to investors of RMB105.0 million, partially offset by capital injections of RMB134.0 million. Our net liabilities then increased to RMB1,479.0 million as of December 31, 2025, primarily due to an addition to our accumulated loss of RMB329.8 million mainly representing our operating losses. We expect to achieve net assets position upon the completion of the Listing and Global Offering as our financial instruments issued to investors are converted from liabilities to equity. See “Financial Information—Discussion of Certain Balance Sheet Items.” Summary of Consolidated Statements of Cash Flows The following table sets forth a summary of our consolidated statements of cash flows for the periods indicated. Y ear ended December 31, 2023 2024 2025 (RMB in thousands) Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100(61,170) (137,122) (173,637) Net cash (used in)/ generated from investing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(260,980) (43,839) 216,775 Net cash generated from financing activities /H1100 297,431 171,244 69,121 Net (decrease)/increase in cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(24,719) (9,717) 112,259 Cash and cash equivalents at the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100123,524 98,805 89,088 Cash and cash equivalents at the end of year /H1100 98,805 89,088 201,347 SUMMARY –8– --- page 18 --- We recorded net cash outflows from operating activities throughout the Track Record Period, primarily due to (1) the relatively small sales volume of our products, as we were still at the early stage of commercialization; (2) our continual investment into R&D; and (3) the procurement of certain wafers of relatively higher price during the Track Record Period, due to the cyclical impact of the semiconductor supply chain. For details, see “Financial Information—Liquidity and Capital Resources.” Key Financial Ratios As of/for the year ended December 31, 2023 2024 2025 Profitability: Gross profit margin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016.6% 20.3% 28.0% Liquidity: Current ratio (1)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.5 6.0 4.3 Quick ratio (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.1 4.6 2.9 (1) The calculation of current ratio is based on current assets divided by current liabilities as of period end. (2) The calculation of quick ratio is based on current assets less inventories divided by current liabilities as of period end. See “Financial Information—Key Financial Ratios” for details. OUR SINGLE LARGEST GROUP OF SHAREHOLDERS During the Track Record Period and up to the date of this prospectus, Dr. Li and Mr. Li have acted in concert with each other and jointly controlled our Company. As of the Latest Practicable Date, Dr. Li and Mr. Li have jointly, directly and indirectly through Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai Y aojun and Gongqingcheng SENASIC, controlled approximately 32.25% of our total issued share capital. Upon the Listing, and without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, Dr. Li and Mr. Li will be entitled to, directly and indirectly through Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai Y aojun and Gongqingcheng SENASIC, exercise 27.71% voting rights in our Company. Therefore, Dr. Li, Mr. Li, Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai Y aojun and Gongqingcheng SENASIC will be our Single Largest Group of Shareholders. See “Relationship with Our Single Largest Group of Shareholders” for more information. PRE-IPO INVESTMENTS Since our establishment, we have attracted many reputable sophisticated investors to invest in our Company such as Mixed Reform Fund, Jingwei, CVC and certain industrial investors including Chendao, Huaxin Chuangyuan, Shangqi Capital and Geely. See “History, Development and Corporate Structure—Pre-IPO Investments” for details. CSRC FILING We had submitted a filing to the CSRC for application of the Listing and the Global Offering. The CSRC filing was completed on January 30, 2026. SUMMARY –9– --- page 19 --- DIVIDENDS We are a holding company incorporated under the laws of the PRC. During the Track Record Period, we did not declare or pay any dividends. We currently do not have any dividend policy or fixed dividend pay-out ratio. Any dividends we pay will be at the discretion of our Directors and will depend on our future operations and earnings, capital requirements and surplus, general financial condition, contractual restriction and other factors which our Directors consider relevant. Our shareholders in a general meeting may approve any declaration of dividends, which must not exceed the amount recommended by our Board. As advised by our PRC Legal Advisor, no dividend shall be declared or payable except out of our profits and reserves lawfully available for distribution. Any future net profit that we make will have to be first applied to make up for our historically accumulated losses, after which we will be obliged to allocate 10% of our net profit to our statutory common reserve fund until such fund has reached more than 50% of our registered capital. RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE Our business had continued to expand and experience growth subsequent to the Track Record Period and up to the Latest Practicable Date, and our sales volume has been on an upward trajectory. In particular, we experienced sales growth in the four months ended April 30, 2026 compared to the same period of 2025. Our Directors confirm that, up to the date of this prospectus, there has been no material adverse change in our financial or trading position since December 31, 2025 (being the date on which the latest audited consolidated financial information of our Group was prepared) and there is no event since December 31, 2025 which would materially affect the information shown in our consolidated financial statements included in the Accountants’ Report in Appendix I to this prospectus. We expect that we will record a net loss for the year ending December 31, 2026, primarily because we are in the stage of expanding our business and operations in the rapidly growing wireless sensor SoCs industry and are continuously investing in R&D. IMPACT OF THE COVID-19 PANDEMIC The COVID-19 pandemic has disrupted the normal operations of multiple industries worldwide. In particular, it had a cyclical impact on the semiconductor supply chain, during which our wafer suppliers increased wafer prices due to capacity shortages at wafer foundries. See “Industry Overview—Cost and Raw Material Analysis of Major Automotive Sensor SoCs.” We strategically increased our inventory levels to secure production capacity and ensure supply chain stability. We recorded a gross loss of RMB8.3 million for our intelligent tire sensing SoCs in 2023, primarily due to higher material costs for wafers in 2023 arising from the consumption of wafers purchased in 2022 at relatively higher prices, which reflected the cyclical impact of the semiconductor supply chain. In addition, we recorded longer inventory turnover days in 2023, primarily due to the lasting impact of our stock-up in response to the cyclical impact of the semiconductor supply chain, which carried higher costs. However, as we adopted temporary contingency measures and maintained close communication with our customers, the progress of projects and delivery fulfillment rate, and as a result, our sales, were not materially adversely affected as a result of the pandemic. APPLICATION FOR LISTING ON THE STOCK EXCHANGE We have applied to the listing committee of the Stock Exchange for the granting of the listing of, and permission to deal in, among others, our Shares in issue and to be issued pursuant to the Global Offering on the basis that, among other things, we satisfy the market capitalization/revenue test under Rule 8.05(3) of the Listing Rules with reference to (i) our revenue for the year ended December 31, 2025 was over HK$500 million, and (ii) our expected market capitalization at the time of Listing, which, based on the Offer Price of HK$18.36 per Offer Share, exceeds HK$4 billion. SUMMARY –1 0– --- page 20 --- GLOBAL OFFERING STATISTICS The statistics in the following table are based on the assumptions that (1) the Global Offering has been completed and 53,407,000 H Shares are newly issued in the Global Offering; (2) without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the Employee Incentive Schemes; and (3) the financial instruments issued to investors are converted into equity following the completion of the Global Offering: Based on the Offer Price of HK$18.36 per Offer Share Market capitalization (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$6,959.2 million Unaudited pro forma adjusted consolidated net tangible assets per Share /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$4.13 (1) Assuming 379,041,820 Shares are issued and outstanding following the completion of the Global Offering. For more details of the unaudited pro forma adjusted net tangible assets attributable to the equity shareholders of our Company per Share, please see “Unaudited Pro Forma Financial Information” in Appendix II. LISTING EXPENSES We recorded listing expenses of RMB17.0 million in connection with the Global Offering during the Track Record Period, of which RMB14.2 million was charged to our consolidated statements of profit or loss, and RMB2.8 million has been deferred and will be deducted from equity. We expect to incur a total of approximately RMB64.3 million (HK$73.9 million) of listing expenses in connection with the Global Offering, representing approximately 7.5% of the gross proceeds from the Global Offering (at the Offer Price of HK$18.36 per Offer Share, and assuming that the Over-allotment Option is not exercised), including (1) underwriting commissions, SFC transaction levy, Stock Exchange trading fees and AFRC transaction levy for all Offer Shares of approximately RMB31.0 million (HK$35.6 million); and (2) non-underwriting related expenses of approximately RMB33.3 million (HK$38.3 million), which consist of (i) fees and expenses of legal advisors and accountants of approximately RMB18.2 million (HK$21.0 million), and (ii) other fees and expenses of approximately RMB15.1 million (HK$17.3 million). Approximately RMB29.0 million (HK$33.3 million) is expected to be charged to our consolidated statements of profit or loss, and approximately RMB35.3 million (HK$40.6 million) is expected to be deducted from equity. The listing expenses above are the best estimate as of the Latest Practicable Date and for reference only. The actual amount may differ from this estimate. USE OF PROCEEDS We estimate that the net proceeds of the Global Offering, after deducting the estimated underwriting commissions and other fees and expenses payable by us in connection with the Global Offering, will be approximately HK$906.7 million, at the Offer Price of HK$18.36 per Offer Share, without the exercise of the Over-allotment Option.  Approximately 40.0% of the net proceeds, or HK$362.7 million, will be used for expanding our business scale and accelerating the commercialization of our new products; SUMMARY –1 1– --- page 21 ---  Approximately 30.0% of the net proceeds, or HK$272.0 million, will be used for the enhancement of our R&D capabilities for advanced technologies and foundational technologies in intelligent tire sensing SoCs, BMS SoCs and USI SoCs;  Approximately 10.0% of the net proceeds, or HK$90.7 million, will be used to expand our domestic and international sales network and enhance our global market presence;  Approximately 10.0% of the net proceeds, or HK$90.7 million, will be used for strategic investment or acquisition to achieve long-term development goals; and  Approximately 10.0% of the net proceeds, or HK$90.7 million, will be used for working capital and other general corporate purposes. See “Future Plans and Use of Proceeds.” SUMMARY –1 2– --- page 22 --- In this prospectus, unless the context otherwise requires, the following terms shall have the meanings set out below. Certain other terms are explained in the section headed “Glossary” in this prospectus. “2015 Employee Incentive Scheme” the employee incentive scheme adopted by our Company in December 2015 “2026 Pre-IPO Share Option Scheme” the share option scheme adopted by our Company in April 2026 “Accountants’ Report” the accountants’ report of our Group for the Track Record Period as set out in Appendix I to this prospectus “affiliate(s)” with respect to any specified person, any other person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person “AFRC” the Accounting and Financial Reporting Council “Articles” or “Articles of Association” the articles of association of our Company, conditionally adopted on August 28, 2025 with effect upon the Listing Date (as amended from time to time), a summary of which is set out in Appendix III to this prospectus “associate(s)” has the meaning ascribed thereto under the Listing Rules “Board” or “Board of Directors” the board of directors of our Company “Business Day” any day (other than a Saturday, Sunday or public holiday in Hong Kong) on which banks in Hong Kong are generally open for normal banking business “Capital Market Intermediaries” or “CMIs” has the meaning ascribed thereto under the Listing Rules and, unless the context requires otherwise, refers to the capital market intermediaries named in “Directors and Parties Involved in the Global Offering” in this prospectus “CCASS” the Central Clearing and Settlement System established and operated by HKSCC “China” or “PRC” the People’s Republic of China excluding for the purpose of this prospectus, Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan “close associate(s)” has the meaning ascribed thereto under the Listing Rules “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time DEFINITIONS –1 3– --- page 23 --- “Companies (Winding Up and Miscellaneous Provisions) Ordinance” or “Companies (WUMP) Ordinance” the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Company” or “our Company” SENASIC Electronics Technology Co., Ltd. ( ⑏Ҧ(Ϫᘽ) ʮ̡) (formerly known as Nanjing Yingruichuang Electronics Co., Ltd. (ʮ̡) and Ningbo SENASIC Electronics Technology Co., Ltd. (ت ⑏ʮ̡) successively), a limited company established in the PRC on March 19, 2015 and converted into a joint stock company with limited liability in the PRC on November 7, 2024 “connected person(s)” has the meaning ascribed thereto under the Listing Rules “connected transaction(s)” has the meaning ascribed thereto under the Listing Rules “core connected person(s)” has the meaning ascribed thereto under the Listing Rules “CSRC” China Securities Regulatory Commission (ࡰ ึ) “Director(s)” the director(s) of our Company “Dr. Li” Dr. Li Mengxiong ( ҽྫྷඪ), our co-founder, the chairman of the Board, executive Director and chief executive officer “Employee Incentive Schemes” the 2015 Employee Incentive Scheme and the 2026 Pre-IPO Share Option Scheme “ESOP Platforms” Shanghai Ruixinchuang and Shanghai Chuangyingrui “Exchange Participant(s)” a person: (a) who, in accordance with the Listing Rules, may trade on or through the Stock Exchange; and (b) whose name is entered in a list, register or roll kept by the Stock Exchange as a person who may trade on or through the Stock Exchange “Extreme Conditions” extreme conditions caused by a super typhoon as announced by the government of Hong Kong “FINI” “Fast Interface for New Issuance”, an online platform operated by HKSCC that is mandatory for admission to trading and, where applicable, the collection and processing of specified information on subscription in and settlement for all new listings “Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., an independent market research and consulting company, our independent industry consultant “F&S report” an industry research report prepared by Frost & Sullivan and commissioned by our Company DEFINITIONS –1 4– --- page 24 --- “Gainsil” Juxun Semiconductor Technology (Shanghai) Co., Ltd. (̒ኬ Ҧ(ɪऎ)ʮ̡), our wholly-owned subsidiary “General Rules of HKSCC” the General Rules of HKSCC as may be amended or modified from time to time and where the context so permits, shall include the HKSCC Operational Procedures “Global Offering” the Hong Kong Public Offering and the International Offering “Gongqingcheng SENASIC” Gongqingcheng SENASIC Investment Partnership (Limited Partnership) (۬ڡ ⑏ઠҳ༟ΥྫΆุ(Υྫ)), a limited partnership established under the laws of the PRC in 2022, which is controlled and managed by Dr. Li “Group,” “our Group,” “we,” “us” or “our” our Company and its subsidiaries from time to time, or where the context so requires, in respect of the period before our Company became the holding company of our present subsidiaries, the entities or the predecessors of the present subsidiaries (as the case may be) which carried on the business of the present Group at the relevant time “Guide for New Listing Applicants” the Guide for New Listing Applicants issued by the Stock Exchange, as amended, supplemented or otherwise modified from time to time “H Share(s)” ordinary Shares issued in the share capital of our Company with a nominal value of RMB0.05 each, which will be subscribed for and traded in HKD and listed on the Stock Exchange “H Share Registrar” Tricor Investor Services Limited “HK$,” “Hong Kong dollars” or “HKD” Hong Kong dollars, the lawful currency of Hong Kong “HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued in the applicant’s own name, submitted online through the designated website at www.hkeipo.hk “HK eIPO White Form Service Provider” the HK eIPO White Form service provider designated by our Company as specified on the designated website at www.hkeipo.hk “HKFRS” Hong Kong Financial Reporting Standards, as issued by the Hong Kong Institute of Certified Public Accountants “HKSCC” Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited “HKSCC EIPO” the electronic initial public offering services offered by HKSCC to HKSCC Participants DEFINITIONS –1 5– --- page 25 --- “HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of the HKSCC “HKSCC Operational Procedures” the operational procedures of HKSCC, containing the practices, procedures and administrative or other requirements relating to HKSCC’s services and the operations and functions of CCASS, FINI or any other platform, facility or system established, operated and/or otherwise provided by or through HKSCC, as from time to time in force “HKSCC Participant” a participant admitted to participate in CCASS as a direct clearing participant, a general clearing participant or a custodian participant “Hong Kong” or “HK” the Hong Kong Special Administrative Region of the People’s Republic of China “Hong Kong Listing Rules” or “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) “Hong Kong Offer Shares” the 5,340,800 H Shares initially being offered for subscription in the Hong Kong Public Offering (subject to reallocation as described in the section headed “Structure of the Global Offering” in this prospectus) “Hong Kong Public Offering” the offer for subscription of the Hong Kong Offer Shares to the public in Hong Kong, on the terms and subject to the conditions described in this prospectus, as further described in the section headed “Structure of the Global Offering” in this prospectus “Hong Kong Stock Exchange” or “Stock Exchange” The Stock Exchange of Hong Kong Limited “Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering as listed in the section headed “Underwriting—Hong Kong Underwriters” in this prospectus “Hong Kong Underwriting Agreement” the underwriting agreement dated June 8, 2026 relating to the Hong Kong Public Offering and entered into by and among our Company, the Joint Sponsors, the Joint Sponsor-OCs, the Single Largest Group of Shareholders and the Hong Kong Underwriters, as further described in the section headed “Underwriting—Underwriting Arrangements and Expenses—Hong Kong Public Offering” in this prospectus “Independent Third Party(ies)” any entity or person who is not a connected person of our Company within the meaning ascribed thereto under the Listing Rules “International Offer Shares” the 48,066,200 H Shares being initially offered for subscription and purchased at the Offer Price under the International Offering together, where relevant, with any additional H Shares that may be sold and transferred pursuant to any exercise of the Over-allotment Option, subject to reallocation as described under the section headed “Structure of the Global Offering” in this prospectus DEFINITIONS –1 6– --- page 26 --- “International Offering” the offer of the International Offer Shares at the Offer Price outside the United States in offshore transactions in accordance with Regulation S or any other available exemption from registration under the U.S. Securities Act, as further described in the section headed “Structure of the Global Offering” in this prospectus “International Sanctions Legal Advisor” DLA Piper Singapore Pte. Ltd., the legal advisor of our Company as to international sanction law “International Underwriters” the underwriters of the International Offering “International Underwriting Agreement” the international underwriting agreement relating to the International Offering and expected to be entered into by, our Company, the Joint Sponsors, the Joint Sponsor-OCs, the Single Largest Group of Shareholders and the International Underwriters on or around June 15, 2026, as further described in the section headed “Underwriting—International Offering” in this prospectus “Joint Bookrunners” the joint bookrunners as named in the section headed “Directors and Parties Involved in the Global Offering” in this prospectus “Joint Global Coordinators” the joint global coordinators as named in the section headed “Directors and Parties Involved in the Global Offering” in this prospectus “Joint Lead Managers” the joint lead manages as named in the section headed “Directors and Parties Involved in the Global Offering” in this prospectus “Joint Sponsors” the joint sponsors of the listing of the H Shares on the Hong Kong Stock Exchange as named in the section headed “Directors and Parties Involved in the Global Offering” in this prospectus “Joint Sponsor-OCs” the joint sponsors-OCs of the listing of the H Shares on the Hong Kong Stock Exchange as named in the section headed “Directors and Parties Involved in the Global Offering” in this prospectus “Latest Practicable Date” June 1, 2026, being the latest practicable date for the purpose of ascertaining certain information contained in this prospectus prior to its publication “Listing” the listing of the H Shares on the Main Board of the Hong Kong Stock Exchange “Listing Committee” the listing committee of the Hong Kong Stock Exchange “Listing Date” the date, expected to be on or around June 17, 2026, from which the H Shares are listed and dealings in the H Shares are permitted to take place on the Hong Kong Stock Exchange DEFINITIONS –1 7– --- page 27 --- “Main Board” the stock market (excluding the option market) operated by the Hong Kong Stock Exchange which is independent from and operated in parallel with the GEM of the Hong Kong Stock Exchange “MIIT” Ministry of Industry and Information Technology of the PRC “MOF” Ministry of Finance of the PRC (௅) “MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅) “Mr. Li” Mr. Li Shuguang ( ҽᏣΈ), our co-founder and executive Director “NDRC” the National Development and Reform Commission of the PRC ( ʕ ึ) “NPC” the National People’s Congress of the PRC ( ʕശɛ͏΍ձ਷Ό਷ ɽึ) “Offer Price” the offer price of HK$18.36 per Offer Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong Kong Stock Exchange trading fee of 0.00565%) at which the Offer Shares are to be subscribed for and issued pursuant to the Global Offering as described in the section headed “Structure of the Global Offering” in this prospectus “Offer Shares” the Hong Kong Offer Shares and the International Offer Shares, where relevant, with any additional H Shares to be issued by our Company pursuant to the exercise of the Over-allotment Option “Over-allotment Option” the option expected to be granted by us to the International Underwriters exercisable by the Joint Sponsor-OCs (for themselves and on behalf of the International Underwriters) under the International Underwriting Agreement, to require our Company to allot and issue up to an aggregate of 8,011,000 additional H Shares at the Offer Price, to cover over-allocations in the International Offering, if any, further details of which are described in the section headed “Structure of the Global Offering” in this prospectus “Overall Coordinators” the overall coordinators as named in the section headed “Directors and Parties Involved in the Global Offering” “PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ) “PRC Legal Advisor” King & Wood (הthe legal advisor of our Company as to PRC laws “Pre-IPO Investment(s)” the existing Shareholder(s) who participated in our Pre-IPO Investments, details of which are set out in “History, Development and Corporate Structure” DEFINITIONS –1 8– --- page 28 --- “Pre-IPO Investor(s)” the existing Shareholder(s) who participated in our Pre-IPO Investments, details of which are set out in the section headed “History, Development and Corporate Structure” in this prospectus. For the definition of each Pre-IPO Investor, see “History, Development and Corporate Structure—Capitalization of Our Company” for details “Regulation S” Regulation S under the U.S. Securities Act “Renminbi” or “RMB” Renminbi, the lawful currency of the PRC “SAFE” the State Administration of Foreign Exchange of the PRC ( ʕശɛ ̮ි၍ଣ҅) “SAMR” the State Administration for Market Regulation of the PRC ( ʕശ ̹ఙ္ຖ၍ଣᐼ҅) “SA T” the State Administration of Taxation of the PRC ( ʕശɛ͏΍ձ਷ ೼ਕᐼ҅) “Securities and Futures Commission” or “SFC” the Securities and Futures Commission of Hong Kong “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Shanghai Chuangyingrui” Shanghai Chuangyingrui Enterprise Management Partnership (Limited Partnership) (ቚΆุ၍ଣΥྫΆุ(Υྫ)), a limited partnership established under the laws of the PRC in 2021 which is one of our ESOP Platforms and a member of our Single Largest Group of Shareholders “Shanghai Ruixinchuang” Shanghai Ruixinchuang Enterprise Management Partnership (Limited Partnership) (௴Άุ၍ଣΥྫΆุ(Υྫ)), a limited partnership established under the laws of the PRC in 2017 which is one of our ESOP Platforms and a member of our Single Largest Group of Shareholders “Shanghai SENASIC” Shanghai SENASIC Electronics Technology Co., Ltd. ( ɪऎ ⑏ઠཥ ʮ̡), a wholly-owned subsidiary of our Company established on January 9, 2019 “Share(s)” ordinary share(s) with nominal value RMB0.05 each upon the completion of the Share Subdivision; before the completion of the Share Subdivision, ordinary share(s) in the share capital of our Company with a nominal value of RMB1.00 each “Share Subdivision” the subdivision of each of our Share with nominal value of RMB1 into 20 Shares with nominal value of RMB0.05 each “Shareholder(s)” holder(s) of our Share(s) DEFINITIONS –1 9– --- page 29 --- “Single Largest Group of Shareholders” the single largest group of Shareholders which comprise Dr. Li, Mr. Li, Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai Y aojun Management Consulting Co., Ltd. ( ɪऎᓚᒺ၍ଣ ʮ̡) and Gongqingcheng SENASIC “Stabilizing Manager” China International Capital Corporation Hong Kong Securities Limited “State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫) “subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules “substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules “Takeovers Code” the Code on Takeovers and Mergers issued by the SFC, as amended, supplemented or otherwise modified from time to time “Track Record Period” the three financial years ended December 31, 2023, 2024 and 2025 “Underwriters” the Hong Kong Underwriters and the International Underwriters “Underwriting Agreements” the Hong Kong Underwriting Agreement and the International Underwriting Agreement “United States” or “U.S.” the United States of America, its territories, its possessions and all areas subject to its jurisdiction “Unlisted Share(s)” ordinary share(s) in the share capital of our Company with a nominal value of RMB0.05 each, which is/are subscribed for and paid up in Renminbi by domestic investors and not listed or traded on any stock exchange “U.S. dollars,” “US$” or “USD” United States dollars, the lawful currency of the United States “U.S. Securities Act” the U.S. Securities Act of 1933, as amended, supplemented or otherwise modified from time to time, and the rules and regulations promulgated thereunder “%” per cent For ease of reference, the names of the PRC established companies or entities, laws or regulations have been included in this prospectus in both the Chinese and English languages and in the event of any inconsistency, the Chinese versions shall prevail. Certain amounts and percentage figures included in this prospectus have been subject to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them. Any discrepancies in any table or chart between the total shown and the sum of the amounts listed are due to rounding. DEFINITIONS –2 0– --- page 30 --- This glossary contains certain technical terms used in this prospectus in connection with our Company and our business. Such terms and their meanings may not correspond to standard industry definitions or usage. “ADAS” advanced driver assistance system, which is designed to assist drivers in the operation and safety of vehicles, by utilizing various sensors, cameras and software algorithms to provide additional functionalities and enhance the driving experience “ADC” analog-to-digital converter, an important component when it comes to dealing with digital systems communicating with real-time signals, used to convert conditioned analog signals into a stream of digital data so that the data acquisition system can process them for display, storage, and analysis “AEC-Q” Automotive Electronic Council (“AEC”) qualification standard, which is derived by AEC component technical committee for electrical components and their qualification requirement “AEC-Q100 Grade 1 standard” a failure mechanism based stress test qualification for packaged integrated circuits used in automotive applications “AFE” analog front end, a circuit block used to interface sensors with digital processors by conditioning and converting analog signals “AI” artificial intelligence, the ability of a machine or computer system to perform tasks that typically require human intelligence “ASIC” application-specific IC, a type of motor control chip that is customized to the needs of a specific application “ASIL” automotive safety integrity level, a risk classification system defined by the ISO 26262 standard for the functional safety of road vehicles “automotive-grade” an automotive-grade chip refers to a chip that is specifically designed, manufactured and qualified to meet the stringent requirements and standards of the automotive industry (such as AEC-Q100) Grade 1 standard, for which “automotive-grade” is commonly used in the automotive industry, according to the F&S report “automotive OEM” original equipment manufacturer, which assembles and installs automotive parts during the construction of a new vehicle, which is a commonly used and recognized term in the automotive industry, according to the F&S report “BAS” battery aerosol sensor “BLE” Bluetooth low energy, a wireless personal area network technology designed for applications requiring low power consumption GLOSSARY –2 1– --- page 31 --- “BMS” battery monitoring system “BPS” battery pressure sensor “CAGR” compound annual growth rate “EDA” electronic design automation, a category of software tools used for designing electronic systems, particularly integrated circuits and PCBs “EMC” electromagnetic compatibility, the ability of electronic devices and systems to function properly in their electromagnetic environment without causing or experiencing interference “EMI” electromagnetic interference, the disturbance generated by an external source that affects an electrical circuit by electromagnetic induction, electrostatic coupling, or conduction “EV” electric vehicles “eVTOL” electric vertical take-off and landing “fabless” the development, design and sale of semiconductor chips while outsourcing their wafer fabrication, packaging and testing services to a specialized manufacturer called a semiconductor foundry “IC” or “integrated circuit” integrated circuits, a set of electronic circuits on one small plate of semiconductor material “IEC” or “International Electrotechnical Commission” an organization for the preparation and publication of international standards for all electrical, electronic and related technologies “ISO” International Organization for Standardization, an international non-governmental organization that develops and publishes standards to ensure quality, safety and efficiency across various industries “ISO 26262” an international standard for automotive functional safety which applies to electrical and electronic systems consisting of hardware and software components “key customers” customers whose revenue contribution to our Group exceeds RMB1.0 million for a given fiscal year. Such numerical benchmark is based on the operational experience and judgment of our management, taking into account our historical financial and operating data and customer revenue contribution profiles, which we believe is representative of such customers that are important to us given our current business scale our business operations and financial performance. According to F&S, it is not uncommon for companies in our industry to adopt such benchmark in defining key customers GLOSSARY –2 2– --- page 32 --- “key customer retention rate” calculated by dividing the number of key customers from both current and previous periods by the number of key customers from the previous period, multiplied by 100% “key distributors” distributors whose revenue contribution to our Group exceeds RMB1.0 million for a given fiscal year. Such numerical benchmark is based on the operational experience and judgment of our management, taking into account our historical financial and operating data and customer revenue contribution profiles, which we believe is representative of such distributors that are important to us given our current business scale our business operations and financial performance. According to F&S, it is not uncommon for companies in our industry to adopt such benchmark in defining key distributors “MCU” microcontroller unit, a chip that integrates a microprocessor core, memory, and peripheral interfaces, which is typically used to control the operation of embedded systems and is widely used in electronic products “MEMS” micro-electro-mechanical system, miniature devices that integrate mechanical and electrical components “net dollar retention rate of key customers” calculated by dividing the revenue of a current period from key customers from both current and previous periods by the revenue of the previous period of such customers, multiplied by 100% “NEV” new energy vehicles “PCB” printed circuit board, a board with electronic circuits connecting various components “PPM” parts per million, a metric used to measure the quality of a product or system, indicating how many defects or failures are expected in every one million products or components “RF” or “radio frequency” a measurement of the oscillation rate of electromagnetic radiation spectrum or electromagnetic radio waves “R&D” research and development “sensor” a device that measures or detects real-world conditions, such as motion, heat or light, and converts the conditions into analog or digital representations “SMT” surface mounting technology, a method for producing electronic circuits in which components are mounted directly onto the surface of printed circuit boards “SoC” or “system-on-chip” programmable integrated circuit(s) that integrates central processing unit, memory interfaces, on-chip input/output devices, input/output interfaces and secondary storage interfaces GLOSSARY –2 3– --- page 33 --- “tape-out” the final result of the design process for integrated circuits before they are sent for manufacturing “Tier 1 suppliers” a company that supplies parts or systems directly to automotive OEMs. Other types of suppliers in the automotive industry include Tier 2 and Tier 3 suppliers. Tier 2 suppliers supply to Tier 1 suppliers. Tier 3 suppliers supply to Tier 2 suppliers. According to the F&S report, the term “Tier 1 supplier” is commonly used and recognized in the automotive industry “TMAP sensors” temperature and manifold absolute pressure sensor, an integrated electronic component in an internal combustion engine that measures the absolute pressure inside the intake manifold and the temperature of the intake air “TPMS” tire pressure monitoring system “USI” universal sensor interface “USS” ultrasonic sensor system “wafer” a thin slice of semiconductor, used for the fabrication of ICs and other microelectronic devices “wBMS” wireless battery monitoring system “wireless spectrum mask requirement” a regulatory technical specification that defines the maximum permitted power levels a transmitter can emit across different frequencies “µs” microsecond, equaling to one millionth of a second GLOSSARY –2 4– --- page 34 --- We have included in this prospectus forward-looking statements. Statements that are not historical facts, including statements about our intentions, beliefs, expectations or predictions for the future, are forward-looking statements. This prospectus contains certain forward-looking statements and information relating to us and our subsidiaries that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this prospectus, the words “aim,” “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “forecast,” “going forward,” “intend,” “may,” “might,” “ought to,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “wish,” “would” and the negative of these words and other similar expressions, as they relate to our Company or our management, are intended to identify forward-looking statements. Such statements reflect the current views of our Company’s management with respect to future events, operations, liquidity and capital resources, some of which may not materialize or may change. These forward-looking statements are subject to certain risks, uncertainties and assumptions, including the other risk factors as described in this prospectus. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Business,” “Financial Information” and other sections in this prospectus. Y ou should read thoroughly this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Y ou are strongly cautioned that reliance on any forward-looking statements involves known and unknown risks and uncertainties. The risks and uncertainties facing our Company that could affect the accuracy of forward-looking statements include, but are not limited to, the following:  our business strategies, plans, objectives and goals and our ability to implement such strategies, plans, objectives and goals;  our future business development, financial conditions and results of operations;  our ability to develop new products and bring them to market in a timely manner and make enhancements to our existing products;  our ability to acquire new users/customers and enhance their loyalty;  changes to regulatory and operating conditions in the industry and markets in which we operate;  the future developments and competitive environment in our industry;  our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business both in China and internationally;  our ability to maintain, protect, and enhance our intellectual property;  margins, overall market trends, risk management and exchange rates;  the actions and developments of our competitors;  capital market development;  other statements in this prospectus that are not historical fact; and  all other risks and uncertainties described in the section headed “Risk Factors” in this prospectus. FORW ARD-LOOKING STATEMENTS –2 5– --- page 35 --- Since actual results or outcomes could differ materially from those expressed in any forward-looking statements, we strongly caution investors against placing undue reliance on any such statements. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by the Listing Rules, we undertake no responsibility to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of any subsequent unanticipated event. Statements of or references to our intentions or those of any of our Directors are made as of the date of this prospectus. Any such intentions may change in light of future developments. All forward-looking statements in this prospectus are expressly qualified by reference to this cautionary statement. FORW ARD-LOOKING STATEMENTS –2 6– --- page 36 --- An investment in our H Shares may involve significant risks. Potential investors should read and consider carefully all the information set out in this prospectus, and, in particular , should evaluate the following risks and uncertainties before deciding to make any investment in our H Shares. Any of the risks and uncertainties listed below could have a material adverse effect on our business, results of operations, financial condition or on the trading price of our H Shares, and could cause you to lose all or part of your investment. The risks and uncertainties identified below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business and results of operations. These factors are contingencies that may or may not occur , and we are not in a position to express a view on the likelihood of any such contingency occurring. The information given is as of the Latest Practicable Date unless otherwise stated, will not be updated after the date hereof, and is subject to the cautionary statements in “Forward-looking Statements.” We believe there are certain risks and uncertainties involved in our operations, some of which are beyond our control. We have categorized these risks and uncertainties into (1) risks relating to our general operations and industry, (2) risks relating to the research and development and intellectual property rights of our products, (3) risks relating to our financial condition and need for additional capital, (4) risks relating to conducting business in jurisdictions where we operate, and (5) risks relating to the Global Offering. Additional risks and uncertainties that are presently not known to us or not expressed or implied below or that we currently deem immaterial could also harm our business, results of operations and financial condition. Y ou should consider our business and prospects in light of the challenges we face, including those discussed in this section. RISKS RELATING TO OUR GENERAL OPERATIONS AND INDUSTRY The industries that we operate in are characterized by constant changes. If we fail to stay abreast of technology innovation and continuously advance our products to meet the expectations and needs of our customers and downstream industries, our business, results of operations and financial condition may be materially and adversely affected. The industries that we operate in are characterized by constant changes, including rapid technological evolution, constant emergence of new industry and regulatory standards and practices, frequent introductions of new products and shifts in customer demands. Specifically, our products are currently primarily used in automotive scenarios, and we are also expanding to energy storage and industrial electronics scenarios. Technological advancement and new industry standards in these downstream industries, including new mandatory requirements for automotive-grade chips, may affect the requirements of our customers, and we must develop new products or refine our technologies to match the different or additional requirements of these customers. As such, our success will depend, in part, on our ability to respond to these changes in a cost-effective and timely manner. To remain competitive, we must continue to stay abreast of the evolving industry trends and rapid technological development. We have invested, and will continue to invest, significant resources to enhance our products and technologies. Nevertheless, given the fast pace with which our industry has been and will continue to be developed, as well as the rapid development of the downstream sectors that our customers operate in, we may not be able to timely upgrade our products and technologies in an efficient and cost-effective manner, or at all. Despite our constant innovations, our products and the underlying technologies may become suboptimal, obsolete, inefficient, or otherwise unfavored by customers and market. We cannot assure you that these initiatives will ultimately meet market expectations and needs. In addition, leading industry players continually upgrade their product portfolios, and we may not be able to match their achievements effectively. Any of the circumstances would render our existing technologies or products obsolete or unattractive and result in customer dissatisfaction. As a result, our business, results of operations, financial condition and prospects may be materially and adversely affected. RISK FACTORS –2 7– --- page 37 --- We have a limited operating history and commercialization record, which makes it difficult to evaluate our business and prospects, and our historical growth may not be indicative of our future performance. We commenced operations in 2015, and we have a limited operating history compared to some of our competitors. We have achieved rapid growth during the Track Record Period. Our revenue increased from RMB223.5 million for 2023 to RMB347.5 million for 2024, and further to RMB477.9 million for 2025. However, despite our commercialization efforts in recent years, our operations since inception have primarily focused on R&D activities. As a result of our limited operating history, and particularly in light of the rapidly evolving nature of the wireless sensor SoC industry, it may be difficult to evaluate our current business and reliably predict our future performance. Our historical results may not provide a meaningful basis for evaluating our business, results of operations, financial condition and prospects, and we may encounter unforeseen expenses, difficulties, complications, delays and other known or unknown factors, and may not be able to achieve promising results in future periods. In particular, we have a limited track record in the commercialization and sales and marketing of our products. For instance, we began to recognize revenue from our TPMS SoCs from 2017 and BMS SoCs from 2020. Our ability to successfully commercialize our future products may involve more inherent risks, take longer and cost more than it would have if we were a company with a longer track record in commercialization. In particular, the commercialization of new products requires critical efforts to effectively demonstrate the benefits of our products over competitors and maintain and further development key customers with robust and stable demand, including securing our access to their supply chain. Due to our limited track record in the commercialization of our products, there can be no assurance that the sales results of our products will meet our expectation and forecast or that third parties will purchase and deploy our products, which, individually or collectively, would materially and adversely affect the commercialization of our products. We may not implement our growth strategies or manage our growth effectively. The success of our business expansion depends on our ability to efficiently execute our growth plan. We plan to continue our independent innovation and R&D, extend the downstream applications of our products, expand our overseas markets and cultivate our talent team. See “Business—Our Growth Strategies” and “Future Plans and Use of Proceeds.” However, expanding our business involves risks and challenges. These business initiatives are new and evolving, some of which may prove unsuccessful. It may also take a longer time than expected for us to develop the technologies and build market acceptance of our products, and we may not have sufficient experience in executing these new business initiatives effectively. We cannot assure you that any of these new business initiatives will achieve our expected market acceptance and generate desired outcome. If our efforts fail to enhance our monetization abilities, we may not be able to maintain or increase our revenues or recover any associated costs, and our business, results of operations and financial condition may be materially and adversely affected. To effectively manage our growth, we need to, among other things:  monitor and control our expenses and investments;  comply with different or additional laws, regulations and industry standards;  enhance our supply chain to support our growth;  retain and incentivize our key personnel and maintain our talent pool; and  strengthen our operational, financial and management internal controls and systems. Furthermore, the growth of our business operations may be constrained by the development of our addressable markets. The future market size of the wireless sensor SoCs industry and the demand for relevant products may be difficult to anticipate since it depends on a number of variables, most of which RISK FACTORS –2 8– --- page 38 --- are beyond our control. For instance, we cannot assure you that favorable policies and standards for our products will be promulgated or implemented in an effective and timely manner, if at all, and we cannot predict the impact of such policies on downstream sectors and, as a result, on the industries that we operate in and our performance. We cannot assure you that the size of our addressable markets and the demand for our products will continue to grow as anticipated, if at all. If our products fail to achieve widespread acceptance in any of the downstream sectors, or if customer demand for our products declines or alters due to weakening economic conditions, technical challenges, shifts in regulations and standards, or the emergence of alternative technologies or products, our business, results of operations and financial condition will be materially and adversely affected. If we fail to attract new customers and/or retain existing customers, our business, financial condition and results of operations may be adversely affected. Our customers primarily consist of direct sales customers, i.e., Tier 1 suppliers, as well as distributors. We have actively maintained long-term cooperation with these customers through joint innovations and development. In addition, we have been constantly expanding our customer base through deeper penetration in the automotive market, as well as expansion to customers from adjacent markets. However, we cannot guarantee that our existing customers will continue to procure or increase their procurement from us, or that we can attract and secure orders from new customers. As such, if we fail to attract new customers or retain existing customers, our business, results of operations and financial condition may be adversely affected. Our ability to retain existing customers, attract new customers, and ultimately anchor their demand depends on a number of factors, some of which are beyond our control:  the perceived value and costs of our products by existing and new customers;  the availability, advantages, costs and overall competitiveness of similar products;  changes in the R&D planning and procurement strategies of the customers; and  shifts in technical and industry standards or regulatory requirements. If we fail to compete against other market players, our business, results of operations and financial condition may be materially and adversely affected. The sensor SoC industry in which we operate is competitive. We compete with other companies that focus on developing and commercializing sensor SoCs, in particular wireless sensor SoCs. Some of our existing players have a longer operating history, more established global presence, more sophisticated technological capabilities, more robust customer base, more financial and other corporate resources and greater bargaining power than us. Such competitors may develop and launch more attractive products, adapt to downstream demands or incorporate advanced technologies at a faster pace than us. As such, we may not be able to respond as quickly and effectively to new opportunities, technologies, industry and regulatory standards, customer demand or regulatory requirements as such competitors. In addition, in the event that these competitors lower the prices of their products similar to ours, due to their ability to achieve further cost savings, changes in market conditions or other reasons, we cannot assure you that we can match their pricing strategies in a timely manner, if at all, which could render our products less competitive in the market. We also face competition from potential new entrants who may offer more competitive products than ours. Such new entrants may increase industry competition and adversely impact the sales, price, and profit margins of our products and our market share. Further, we may be required to make substantial additional investments in R&D, marketing and sales, recruiting and retaining talents, and acquiring technologies complementary to, or necessary for, our current and future products in order to respond to such potential competitions, and we cannot assure you that such measures will be effective. If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, results of operations and financial condition may be materially and adversely affected. RISK FACTORS –2 9– --- page 39 --- Our business and results of operations are affected by the macrocondition of semiconductor industry and NEV industry. Our business and result of operations are subject to the macrocondition of the semiconductor industry at large and the sensor SoC industry in particular. According to the F&S report, the semiconductor industry and NEV industry has historically experienced rapid fluctuations, including cyclical downturns due to constant and rapid technological changes, short product life cycles and fluctuations in product supply and demand. Downturns in the semiconductor industry are characterized by a sudden and unforeseen decline in product demand, accelerated erosion of selling prices, lower capacity utilization rates, higher inventory levels and lower inventory valuation. In addition, TPMS SoCs, BPS SoCs, and USI SoCs are all subsets of the broader automotive sensor SoCs market and are applied in downstream industries such as the NEV industry. Our business therefore, is also indirectly affected by the cyclicality and macroconditions of these industries. In particular, any slowdown in the NEV industry, whether due to changes in government subsidy policies, fluctuations in raw material prices, or weaker consumer demand, may result in reduced demand for our products from NEV manufacturers. Such downstream downturns could further amplify the impact of semiconductor industry cycles on our operations. Due to the above factors beyond our control, we cannot assure you that our future performance will not be subject to such impacts. In the event of material downturns in the semiconductor industry and NEV industry, we may not be able to adjust our inventory level to the decline in demand and the price of our products may be adversely affected. If we cannot anticipate market changes or adjust to unforeseen fluctuations, our business, results of operations and financial condition may be adversely affected. A substantial portion of our revenue has been derived from a small number of customers. The loss of, or significant reduction in the purchases by, one or more of such customers could materially and adversely affect our business, results of operations and financial condition. We generated a substantial portion of our revenue from a relatively small number of major customers during the Track Record Period. Revenue generated from our top five customers of each period during the Track Record Period accounted for 35.6%, 52.1% and 52.3% of our total revenue for the same periods, respectively, and revenue generated from our largest customer accounted for 9.2%, 25.2% and 31.9% of our total revenue for the same periods, respectively. We cannot assure you that there will not be any dispute between our major customers and us, or that we will be able to maintain business relationships with them. In the event that the existing major customers cease to engage us, and we are unable to find new customers with similar attributable revenue within a reasonable period of time or at all, our business, results of operations, financial condition and prospects may be adversely affected. In addition, if any of such customers default or delay on their payment or settlement of our trade and bill receivables, our liquidity, results of operations and financial condition may be adversely affected. Our major customers also have substantial bargaining power and may leverage such power when negotiating contractual arrangements with us. They may seek advantageous pricing and other commercial terms and may require us to develop additional features customized for them. This could place us at a disadvantage when dealing with them and cause harm to our costs and profitability. We partner with third-party wafer foundry and packaging and testing service providers. We are exposed to supplier concentration risk due to our reliance on such major suppliers. Under our fabless business model, our business operations depend on the continuous service of certain suppliers, mainly including the suppliers of wafer foundries, chip packaging and testing services. Purchases from our five largest suppliers in each period during the Track Record Period accounted for 52.6%, 64.5% and 59.6% of our total purchase amount in the same periods, respectively. Purchases from our largest supplier in each period during the Track Record Period accounted for 13.8%, 21.9% and 18.0% of our total purchase amount in the same periods, respectively. See “Business—Suppliers—Major Suppliers.” RISK FACTORS –3 0– --- page 40 --- Our relationship with these major suppliers subjects us to the concentration and counterparty risk from these suppliers. We cannot assure you that we will be able to maintain our relationships with our major suppliers in the future. If the supply of wafers or chip packaging and testing services is disrupted or delayed, we may fail to find replacements with similar supply capacity on comparable commercial terms within a reasonable period of time, or at all. To the extent we are unable to manage these risks, our ability to timely supply competitive products will be harmed, our costs will increase, and our business, results of operations and financial condition will be adversely affected. Moreover, we cannot guarantee that our major suppliers will not have a change of business scope or business model or will continue to maintain their market position and reputation. Any material adverse change to the operation or financial condition of our major suppliers may result in material adverse impact on their business with us. Because of the complex proprietary nature of our products, if there was a disaster or other business disruption at any of the facilities of our partnered wafer foundries and chip packaging and testing service providers, procurement of and transition to new partners would take a significant period of time to complete and would likely adversely affect our inventory, business, results of operations and financial condition. Further, we are vulnerable to the risk that our partnered wafer foundries and packaging and testing services providers may be unable to meet the demand for our products or cease operations altogether. Moreover, any shortage in the raw materials used by our partnered wafer foundries and packaging and testing services providers may result in shortage in their supply of our products and delay in their packaging and testing process. Therefore, we are vulnerable to the risk that our partnered wafer foundries and packaging and testing services providers may be unable to meet our demand. We have limited control over the quality, availability and costs of our partnered wafer foundries and packaging and testing service providers. We cannot assure you that the products manufactured by our partnered wafer foundries or services provided by our partnered packaging and testing service providers are safe and free of defects or can meet the relevant quality standards. Further, we are vulnerable to the risk that our partnered wafer foundries and packaging and testing service providers may be unable to meet the demand for our products or cease operations altogether. Any shortage in the raw materials used by our partnered wafer foundries and packaging and testing service providers may result in shortage in their supply of our products and delay in their packaging and testing process. In the future, we may also establish module manufacturing capabilities through the procurement of specialized production and testing equipment. Such equipment will be deployed at third-party suppliers’ facilities for use in the production and testing of our products. See “Future Plan and Use of Proceeds” for details. Deploying our production and testing equipment at third-party suppliers’ facilities may reduce our direct control over such equipment and the relevant production and testing processes, and any operational disruption, mishandling or inadequate maintenance at such facilities could adversely affect our product quality, delivery timelines and costs. These arrangements may also expose us to legal and regulatory risks, including disputes regarding access rights, liability allocation, insurance coverage and the protection of our intellectual property and confidential information. Furthermore, we may be subject to counterparty risk as we depend on such suppliers’ continued performance and cooperation, and any deterioration in their financial condition or any suspension or termination of our arrangements could result in material business interruption and additional relocation or remediation costs. Our products may fail to meet new industry and regulatory standards or requirements and the efforts to meet such industry standards or requirements could be costly. Our products are based on industry and regulatory standards that are continually evolving and usually more rigorous. For example, China promulgated the mandatory safety standard of the power batteries for EVs in 2020 (i.e., Electric V ehicles Traction Battery Safety Requirements ( ཥਗӛԓ͜ਗɢ Ӌ) (GB 38031-2020), requiring five-minute advance warnings before thermal runaway. In 2025, a more stringent mandatory requirement was promulgated for the power batteries for EVs in China, which mandates that power batteries must not ignite or explode for at least two hours following a thermal runaway event, and will be implemented from July 2026. The development of existing industry and regulatory standards and emergence of new industry and regulatory standards could render our products obsolete or incompatible. To identify and comply with these industry and regulatory standards, we may RISK FACTORS –3 1– --- page 41 --- need to redesign, upgrade or otherwise modify our products, which may be time-consuming and costly, the outcomes of which may be uncertain. If we cannot successfully carry out such modifications, our products may not be able to comply with new industry standards or compete with the products offered by our competitors. In this circumstance, we could miss opportunities to achieve crucial design wins and lose market share to our competitors, which in turn could have a material adverse effect on our business, financial condition and results of operations. We depend on the continued services and contributions of our founders, senior management and other key employees, including senior R&D personnel and skilled engineers. Our future performance depends on the continued services and contributions of our founders, senior management and other key employees, to oversee and execute our business plans, identify and pursue new opportunities and perform effective product design and R&D. We rely on our experienced senior management team to oversee and conduct our business operations, including maintenance of our relationships with key business partners, compliance with relevant laws and regulations and facilitation of the commercialization and production of our products. Any loss of the service of or changes in the positions of our key personnel could significantly delay or prevent us from achieving our strategic business objectives, and adversely affect our business, results of operations and financial condition. Hiring and integrating suitable replacements into our team also requires significant amount of time, training and resources, and may impact our existing corporate culture. Our future success depends, to a significant extent, on our ability to attract, train and retain qualified personnel, particularly skilled engineers. However, we cannot assure you that we will be able to develop or retain qualified personnel that we will need in order to achieve our strategic objectives. If we fail to respond in a timely manner to the loss of service of or changes in the positions of our key personnel, our business, results of operations and financial condition may be adversely affected. Increases in costs of the materials and other components used in our products would adversely affect our business, results of operations and financial condition. Significant changes in the markets in which our suppliers purchase materials, components and supplies for the production of our products may adversely affect our profitability. We recorded a gross loss of RMB8.3 million for our intelligent tire sensing SoCs in 2023, primarily due to the higher materials costs for wafers in 2023, resulting from the consumption of wafers purchased in 2022, which had relatively higher prices due to the cyclical impact of the semiconductor supply chain. As a result of the global semiconductor shortage and inflationary pressures, we have and may continue in the future experience increases in the cost of our products. The profitability of our products may then fluctuate given different market conditions. We determine our product pricing through negotiations with our customers. We consider factors such as our costs, desired profit margin, pricing of similar products of competitors and degree of market competition in formulating our pricing policies. However, given the competitive nature and pressure of the market in which we operate, we may not be able to pass on the cost increase to our customers by increasing the price of our products. Therefore, any significant increase in the cost of our products may have an adverse impact on our gross margin, business, results of operations and financial condition. If we are unable to ensure the manufacturing or delivery of high quality products on schedule and on an adequate scale to address our customer demand, our business and results of operations may be materially and adversely affected. As we operate under the fabless model, our business operations are concentrated on the design of chips while outsourcing wafer fabrication to trusted third-party partners. Similar to other players that operate under a fabless model, our ability to continually and timely arrange for the manufacturing and delivery of high quality products meeting the market demand is critical to our business, financial performance and prospects. RISK FACTORS –3 2– --- page 42 --- We may face difficulties meeting our delivery requirements to customers due to a variety of factors, many of which are related to the supply chain or market demand that are generally beyond our control. Failure to fulfill customers’ requirements and quality control problems that occur in the manufacturing process of our suppliers could prevent us from meeting the stipulated delivery deadline. For example, a decline in yield rates would adversely affect our third-party partners’ production efficiency and product quality. If any of our third-party partners’ production facilities experiences interruptions, delays or disruptions in supplying products, our ability to deliver products to customers would be impeded. Further, if our third-party partners’ production facilities or suppliers experience any difficulties or shortages of raw materials, or if our suppliers are otherwise unable or unwilling to continue to supply in required volumes or at all, our supply may be disrupted, and we may be required to seek alternate sources of supply. The process of seeking replacements would be highly time-consuming and costly and we cannot assure you that we can locate new suppliers on reasonable or acceptable commercial terms, or at all. In addition, we may also experience delays in shipments caused by our third-party logistic service providers. Moreover, surges in market demand could arise from time to time, and we may not be able to arrange for manufacturing and delivery capacity to efficiently address such demand. Any such issues could have a material adverse effect on our ability to fulfill orders and consummate sales, damage our reputation and brand, and affect our business, results of operations and financial condition. We may not be able to fully maintain quality control over our products. Product quality is critical to automotive-grade chips such as TPMS chips and BPS chips. The quality of our products depends on the effectiveness of our quality control procedures, as well as those of our suppliers. We have implemented rigorous quality control procedures in multiple steps throughout our R&D process and the manufacturing process of our products. For details of our quality control efforts, see “Business—Quality Control.” However, our quality control procedures may not be effective in preventing and resolving deviations from our quality standards, and they may not be adequately implemented. Any failure to execute our quality control procedures could increase our costs, render our products less attractive to customers, adversely impact our market reputation and relationship with business partners and even incur liabilities to us. In addition, we depend on the quality control procedures of our suppliers. We cannot assure you that the products manufactured by our partnered wafer foundries or services provided by our partnered packaging and testing service providers are safe and free of defects or can meet the relevant quality standards. In the event of any quality issues, we could be subject to complaints and product liability claims and we may not be able to seek indemnification from our suppliers. If we are involved in legal proceedings against our suppliers, such proceedings may be time-consuming and costly regardless of the outcome. Any such issues may materially and adversely affect our business, results of operations and financial condition. If we cannot maintain and enhance our brand, our business may be adversely affected. We believe that maintaining and enhancing our brands is of significant importance to the success of our business. We have gradually established a credible brand in the automotive-grade sensor chip markets thanks to the performance and reputation of our products. As we have relatively short history and operate in a competitive market, our ability to establish, develop and constantly enhance our brand is critical to build our market position and contributes to our long-term success. While our brand name is built upon the reputation and track record of our products, the successful promotion of our brand also depends on the effectiveness of our marketing efforts and amount of word-of-mouth referrals we received from satisfied customers. We may also incur extra expenses in promoting our brand. However, we cannot assure you that these activities are and will be successful or that we can achieve the brand promotion effect we expect. Our business may be adversely affected due to potential deterioration in relationships with our distributors, risks relating to the acts of our distributors and their potential breach of distributorship agreements or applicable laws and regulations. Distributors are important to our business model. Our distributors are primarily responsible for delivery to end customers and settlement with us. Our revenue from sales to distributors accounted for 50.8%, 53.2% and 47.7% of our total revenue for 2023, 2024 and 2025, respectively. We expect that RISK FACTORS –3 3– --- page 43 --- distributorship will remain an important component of our sales network. The effective management and development of our distribution network depends on our ability to retain distributors that contribute meaningful revenue on terms favorable to us, and expand our distributor base, especially for key distributors. Any decrease in sales from, or loss of our distributors without a corresponding increase in sales from other distributors due to the changes in the distributors’ business or for any other reasons would adversely impact our business, results of operations, financial condition and cash flows. While we have implemented measures to regulate our distributors, including through our distributorship agreements with them, our control over distributors is limited, and we cannot assure you that we can successfully manage our distributors. We may fail to detect incidents of misconduct or non-compliance on the part of our distributors that violate the terms of our distributorship agreements or applicable laws and regulations in a timely manner, or at all. Misconducts and violations may occur in the form of unauthorized misrepresentation to our end customers, misappropriation of third-party rights and bribery or other unlawful payments during the course of their distribution. Such incidents by any of our distributors could tarnish our brand, disrupt our sales and damage our relationship with such distributors and end customers. These and similar actions could also negatively affect our corporate and product image, result in further loss of customers and decline in sales, or even incur liabilities and claims against us. Moreover, if any of our distributors sell the same products in overlapping markets, this may result in cannibalization or even competition among these distributors, which reduces the efficiency of such distribution channels. Failure to manage inventory level may strain our distributors’ financial resources and impair their liquidity, which may lead to their reluctance or inability to purchase products from us. If they experience decreased profitability or suffer losses as a result, they may quit our distribution network. If any of such incidents occurs, the stability of our distribution network may be impaired, and our business, results of operations and financial condition may be materially and adversely affected. In addition, our distributors provide customer service to our end customers. We may not be able to continuously monitor or control the quality of customer service provided by our distributors. If our distributors fail to conform to our standards and protocols or provide satisfactory services on our products, our reputation and business may be adversely affected. Our products may contain defects, malfunction or underperform, and we may be subject to product liability claims, which may incur costs and negatively affect our reputation and business operations. Products within our industry, such as the BPS SoCs and TPMS SoCs that we develop, are complex and may contain errors, defects, vulnerabilities or other issues that are difficult to detect and correct, particularly when first introduced or when new versions or enhancements are released. In addition, many of the products that we currently offer, such as BPS SoCs and TPMS SoCs, are critical to automotive safety due to their functions in nature. Any defects, malfunctioning or underperformance concerning these products could cause adverse consequences, including economic damages, accidents, injuries and even fatal events. Responsibilities as to these incidents may extend to suppliers like us, which could involve us in legal and other proceedings, subject us to significant liabilities, damages and penalties and harm our business, reputation and results of operations. Despite the verification and testing procedures in place, our products may contain errors, defects, vulnerabilities or other issues which we are unable to successfully correct in a timely manner or at all. Some errors or defects in our products may only be discovered after they have been tested, commercialized and deployed in practice. Under these circumstances, we may incur additional remedial costs to recall, repair or replace and additional development costs to redesign our products. Furthermore, because we are subject to warranty and indemnification provisions based on certain of our agreements with our customers, we may be subject to claims or threats of claims by our customers for their financial loss related to defects in our products. Any such claims would be time-consuming and costly for us to defend and divert our management attention, thereby adversely affecting our business, financial condition and results of operations. These customers may terminate the business relationship with us altogether and as a result, our results of operations and financial condition may be adversely affected. These disputes, proceedings and deterioration of customer relationship may generate negative publicity concerning us and adversely impact our business. RISK FACTORS –3 4– --- page 44 --- If we cannot price our products effectively, our business, results of operations and financial condition may be adversely affected. We may not be able to price our products effectively. We consider a number of factors in determining the pricing of our products, including our costs, desired profit margin, pricing of similar products of competitors and degree of market competition. Our pricing is, as a result, affected by the degree of market competition, our relative bargaining power with relevant customers and our commercialization strategies. We may not always be able to offer our existing and new products at the optimal prices, which may result in them not being profitable or not gaining market share. As our competitors introduce new products that compete with ours, we may be unable to attract new customers at the same price or based on the same pricing models as we have used historically, or even cause us to lower our price to gain or maintain our market share. We may also price certain products in a manner that reduces our profitability, in order to attract certain customers. Moreover, as we launch new products from time to time, our ability to effectively price new products is subject to uncertainties. If we cannot price our products effectively in the long term, our business, results of operations and financial condition may be materially and adversely affected. We are subject to risks related to a relatively long cash conversion cycle. We have a relatively long cash conversion cycle. Our cash conversion cycle, calculated as inventory turnover days in each period plus the trade receivable turnover days in the respective period minus the trade payables turnover days in the respective period, was 314 days, 217 days and 260 days in 2023, 2024 and 2025, respectively, which was largely driven by our inventory turnover days at 293 days, 188 days and 208 days for the same periods, respectively. We had long inventory turnover days in 2023, primarily due the lasting impact of our stock-up for the cyclical impact of the semiconductor supply chain, which had a higher cost. As the impact gradually alleviated with the consumption of relevant inventories and procurement of new inventories at normal price and normal production schedule, our inventory turnover days decreased significantly to 188 days in 2024. Our relatively high inventory turnover days in 2025 was primarily due to the seasonal impact of the increases in our semi-finished products and WIP , and, to a lesser extent, raw materials and finished goods, as we prepared relevant stock for the second half of the year. We tend to record a higher proportion of sales revenue, and, as a result, cost of sales, in the second half of the year. We have been and will continue to implement inventory management measures to enhance inventory turnover and working capital status. For details, see “Liquidity and Capital Resources—Cash Flows.” However, such measures may not always be effective or be implemented as we desire. If we cannot manage our inventory balance efficiently or match the turnover of our trade receivables and trade payables appropriately, we may have a longer cash conversion cycle. With respect to our inventory turnover, we cannot assure you that we can timely and effectively sell our inventories or we will not stock up inventories in case of supply chain disruptions, strategic considerations or other reasons, which could increase our inventories and prolong our inventory turnover. A long cash conversion cycle could add pressure to our working capital and, if we cannot fund our working capital needs with our cash reserves or operating cash flows, we may have to obtain external financing to support our operations, which may not always be adequate or timely, or come in acceptable terms, if at all. As a result of such prolonged cash conversion cycle, our liquidity position, financial condition, and results of operations could be materially and adversely affected. We are subject to inventory obsolescence risk. Our inventories were RMB128.2 million, RMB156.7 million and RMB234.9 million as of December 31, 2023, 2024 and 2025, respectively. Our inventory turnover days were 293 days, 188 days and 208 days for 2023, 2024 and 2025, respectively. We may not be able to maintain proper inventory levels for our raw materials, semi-finished products and work-in-progress (“WIP”) and finished products, especially as we further expanded our business and increased our stock. We maintain our inventory levels based on our internal forecasts of customer demand. If our forecast demand is higher than actual demand, we may be exposed to increased inventory risks due to the accumulation of excess inventory. Excess inventory may RISK FACTORS –3 5– --- page 45 --- increase our inventory holding costs, risk of inventory obsolescence or write-offs. Conversely, if our forecast demand is lower than actual demand, we may not be able to maintain an adequate inventory level and may lose sales and market share to our competitors. Therefore, our business, results of operations and financial condition may be materially and adversely affected. Our business may be subject to seasonal fluctuations. Our sales volumes correlate with the seasonal purchasing patterns in this market. We generally recognize a higher portion of our revenue in the second half of each year, primarily due to the procurement pattern of our customers in the automotive industry. The degree of seasonality could still vary from time to time due to conditions in the industry, the demand of our customers and other factors over which we have limited control. To the extent there are any significant seasonal fluctuations different from our prior experience, we must arrange for relevant supplies and manufacturing capacity in an effective manner, to ensure we can dynamically adjust our operations in accordance with the changes in market demand. Our information technology and software systems may encounter malfunction, unexpected system failure, interruption, insufficiency or security breaches, including cyber-attacks or other data security incidents that result in security breaches of these systems. We rely on our information technology and software systems to effectively manage various customers’ and suppliers’ data, production and operation data and financial and human resources data. Any significant failure in our information technology and software systems could result in transaction errors, processing inefficiencies and loss of sales and customers, or lead to loss or leakage of confidential information. We collect and store certain customer contact information necessary to our business operations. The security of such information is of paramount importance. Any security breaches on customer information may damage our customer relations and our reputation and may expose us to legal liability. Furthermore, cybersecurity breaches may expose us to a risk of loss or misuse of confidential and proprietary information. Such theft, loss or fraudulent use of information, or other unauthorized disclosure of sensitive data could subject us to litigation, losses, liability, fines, or penalties, any of which could materially and adversely affect our results of operations and reputation. Our information technology and software systems may be subject to damage or interruption due to unexpected emergency circumstances beyond our control, including power outages, computer and telecommunication failures, malware, ransomware or other destructive software, manual or usage errors, catastrophic events, fire, natural disasters and extreme weather conditions, systems failures, security breaches, unauthorized access to our data information systems, hackings intended to cause malfunctions, loss or corruption of data, software, hardware or other computer equipment, intentional or inadvertent transmission of computer viruses and other similar events. Attacks, including those targeting IT systems, could severely disrupt business operations and result in significant expense to repair or remediate system damage. We could not guarantee attacks and security incidents would not happen in the future. We have implemented various security measures and procedures to protect our IT systems, enhance data security and monitor and mitigate relevant threats. See “Business—Data Security and Privacy.” As data security threats are dynamic, evolving, and increasing in sophistication, magnitude, and frequency, there can be no assurance that such procedures and measures will be successful or sufficient to prevent security breaches from occurring. If any of these potential data security incidents and corresponding regulatory action were to occur, they could adversely impact our results of operations due to high additional costs, such as penalties, third-party claims, repairs, increased insurance expense, litigation, remediation, security, and compliance costs. We are subject to risks associated with sanctions and export controls laws and regulations, international trade policies and actions, and developing domestic and foreign laws and regulations. We operate within a global supply chain and our products were sold globally as part of various end products. As such, we face risks associated with international trade regulations and geopolitical developments. Our business activities are subject to the impact of various applicable sanctions and export RISK FACTORS –3 6– --- page 46 --- controls regulations. In recent years, complexities in international relations, such as the geopolitical tensions between the United States and China, have presented new challenges. For example, in April 2025, the U.S. government announced substantial new tariffs affecting a wide range of products and jurisdictions and has indicated an intention to continue developing new trade policies. In response, certain other governments announced or implemented retaliatory tariffs and other protectionist measures. In May 2025, China and the U.S. made announcement on a joint statement to substantially move down the tariff levels. These circumstances could reduce levels of international trade, investment, technological exchange and other economic activities. They might also lead to changes in political and economic relations between countries, sanctions, export controls, changes in economic and labor conditions, imposition of increased duties, tariffs and taxes, political instability and other geopolitical issues. In particular, the Export Administration Regulation (the “EAR”) regulates U.S. export control, and the Bureau of Industry and Security (the “BIS”) of the Department of Commerce administers the EAR. For details, see “Regulatory Overview—Laws and Regulations Relating to U.S. Export Control and Sanctions.” In addition to the United States, Japan, the Netherlands and various other governments are also imposing controls, licensing requirements and restrictions applicable to exports to China. These types of restrictions could impact our ability to supply our products to customers of affected countries, territories and entities and could restrict our ability to obtain components and technologies we incorporate in or use to develop our products. As we operate under the fabless model in China, avoiding all transactions with entities subject to these restrictions, including the Entity List, or avoiding items subject to the EAR in our business operations, is not commercially practicable. During the Track Record Period, we had transactions with certain entity subject to U.S. restrictions, including one customer on the Entity List (“Entity List Customer”). As of the Latest Practicable Date, all historical transactions with the Entity List Customer had been completed, there were no outstanding payables or deliverables with the Entity List Customer, and we had ceased all transactions with such Entity List customer. Our Directors confirm that we will not conduct any business with the Entity List Customer in the future. We procured certain chips that are not U.S.-origin but subject to the EAR. We also procured wafer fabrication services from one supplier on the Entity List with footnote 5. For details of the relevant transactions, see “Business—Business Transactions with Certain Entities.” If the contract manufacturers we engage use certain controlled technology, equipment, or software, our products could still be subject to the EAR. As such, if our final products are subject to the EAR, then the previous sales of the products to any customer on the Entity List after its designation would constitute Primary Sanctionable Activities even though the transactions are later terminated. In addition, U.S. enforcement authorities might respond with other export and trade restrictions. However, for the foundries and OSA Ts for whom the final products were not sold to any sanctioned targets, even if they have used any U.S.-controlled software or technology in the production of wafers which were then sold to us and the wafers are subject to the EAR, as advised by our International Sanctions Legal Advisor, the risk of violating the EAR for such use is remote as no sanctioned target was involved. Based on the analysis of the International Sanction Legal Advisor, our Directors are of the view that the risks associated with these transactions under relevant sanction and export control laws did not have a material adverse effect on us. However, as these laws, regulations and rules are evolving, future sanctions and export controls may significantly impact our business relationships with some of the key customers or suppliers. If we fail to promptly secure alternative customers or sources of supply on acceptable terms, our business may be materially and adversely affected. In addition, dealing with customers and suppliers on the Entity List can also make us vulnerable under the EAR and Entity List designation, considering the Chinese semiconductor industry is always an enforcement focus by the U.S. government. As the U.S. continued to impede China’s advanced semiconductor industry, several leading EDA software suppliers in the U.S. stated that they received notices from BIS to cease supplying EDA software to China recently. We understand that these developments introduced uncertainties to global supply chains, limited access to key software, and increased production and compliance costs for companies operating in affected industries. If these trade restrictions or geopolitical tensions escalate, we may face additional risks, including reduced access to key software, which could negatively impact our design capabilities. RISK FACTORS –3 7– --- page 47 --- We are exposed to risks associated with U.S. Executive Order 14105 and its implementing regulations that prohibit and require notification by on U.S. persons for certain investments. On October 28, 2024, the U.S. Department of the Treasury (the “Treasury”) issued a final rule, codified in the United States Code of Federal Regulations at 31 C.F.R. part 850, to implement the Executive Order 14105 of August 9, 2023 (the “Final Rule”), which became effective on January 2, 2025. The Final Rule imposes investment prohibition and notification requirements on U.S. persons for a wide range of investments in entities associated with China (including Hong Kong and Macau) that are engaged in activities relating to three sectors: (1) semiconductors and microelectronics, (2) quantum information technologies, and (3) artificial intelligence systems, collectively defined as “covered foreign persons.” U.S. persons subject to the Final Rule are prohibited from making, or required to report, certain investments in covered foreign persons, which are defined as “covered transactions,” and include certain acquisitions of an equity interest, certain debt financing, joint ventures, and certain investments as a limited partner in a non-U.S. person pooled investment fund. The Final Rule contains exceptions for certain investments, including those in publicly traded securities, except when the U.S. person investor secures rights that go beyond standard minority shareholder protections. The Final Rule may introduce new hurdles and uncertainties for cross-border collaborations, investments, and funding opportunities of China-based issuers including us. On February 21, 2025, U.S. President issued a memo entitled the “America First Investment Policy” (the “America First Memo”), indicating that Executive Order 14105 is under review and the Trump Administration will consider new or expanded restrictions, such as broadening the sectors. The Comprehensive Outbound Investment National Security Act of 2025 (the “COINS Act”), which was part of the FY 2025 National Defense Authorization Act, was signed by President Trump and became law on December 18, 2025. The COINS Act requires the Treasury to issue regulations revising the U.S. Outbound Investment Rule within 450 days. See “Regulatory Overview—Laws and Regulations Relating to U.S. Executive Order 14105 and Its Implementing Regulations That Prohibit and Require Notification by U.S. Persons for Certain Investments.” As advised by our International Sanctions Legal Advisor, according to the U.S. Outbound Investment Rule (the “OIR”): (1) our Group is a “covered foreign person” engaging in integrated circuits design, (2) our Group is not engaged in the design of integrated circuits that meet or exceed the performance parameters in ECCN 3A090.a, or integrated circuits designed for operation at or below 4.5 Kelvin, which is under the definition of “prohibited transactions” under the “covered activities,” (3) our Group is engaged in design integrated circuits that do not meet the parameters of stated in prohibited transaction, which is one of the “covered activities” which is under the definition of “notifiable transactions” under the “covered activities.” Therefore, the purchase of H Shares through the Global Offering is not a prohibited transaction under the Final Rule, but U.S. persons would be required to notify the U.S. Department of the Treasury on the participation of the Global Offering. According to the Final Rule and latest FAQs published by the U.S. Department of the Treasury, U.S. persons may acquire our publicly traded H shares securities after listing under the publicly traded securities exception of the Final Rule as long as the investment does not afford rights beyond standard minority shareholder protections, regardless of whether the covered transaction is a prohibited transaction or notifiable transaction. The U.S. Treasury Department clarified in the most recent FAQs updated in December 2025 that the publicly traded exception would apply to equity interests acquired pursuant to a subscription or standby agreement entered into prior to listing if, at the time of the acquisition, the equity interest is publicly traded. Therefore, subscription of the Offer Shares under the Global Offering by a U.S. person shall fall within the publicly traded exception, as the Offer Shares will be publicly traded upon the Listing. Our Directors are of the view that the OIR does not have a material adverse effect on our plan for the Global Offering and the Listing. However, there is no assurance that the Treasury will take the same view as ours. U.S. persons engaged in a “covered transaction” (as defined under the Final Rule) that involves the acquisition of our equity interests (including the subscription of our H Shares in the Global Offering) may need to make a notification to the Treasury pursuant to the Final Rule, which could limit our ability to raise capital or contingent equity capital from U.S. investors. In addition, even though U.S. persons’ investment of certain publicly traded securities (such as purchasing our H Share in the open market) falls under an exception in the Final Rule, it could still limit our ability to raise capital or contingent equity capital from U.S. investors given that the relevant laws, regulations and policies RISK FACTORS –3 8– --- page 48 --- continue to evolve. In addition, the application and implication of the Final Rule, the America First Memo and any related policies, laws and regulations are complex, which may be changed and updated from time to time. Future changes in the Final Rule, the America First Memo, COINS Act, and any related policies, laws and regulations or their interpretations, or any similar or more expansive restrictions imposed by the U.S. or other jurisdictions, may result in additional costs on our business and/or limit our ability to raise capital or contingent equity capital from U.S. investors and other sources that may otherwise be beneficial to us, which could adversely affect our performance, financial condition and prospects. We may be involved in litigation, legal or contractual disputes, governmental investigations or administrative proceedings, which may divert our management’s attention and adversely affect our business, results of operations and financial condition. We may be involved in litigation, legal or contractual disputes, governmental investigations or administrative proceedings in the ordinary course of our business. These may concern issues relating to, among others contract disputes relating to our daily business operations. Any such claim or proceeding involving us, with or without merit, may be expensive, time-consuming and disruptive to our operations and distracting to management. In addition, even if we ultimately succeed in such disputes or proceedings, negative publicity may arise therefrom and materially and adversely affect our reputation and business. If one or more legal or administrative matters were resolved against us, or certain injunctions are granted to prevent us from using certain technologies in our products, our business, results of operations and financial condition could be materially and adversely affected. Furthermore, unfavorable outcomes could result in significant compensatory or punitive monetary damages, disgorgement of revenue or profits, corporate remedial measures, injunctive relief or specific performance against us that could materially and adversely affect our results of operations and financial condition. Failure to pay social insurance premiums and housing provident funds on behalf of our employees in accordance with applicable laws and regulations may subject us to penalties. During the Track Record Period, we engaged third-party agencies to pay social insurance premiums and housing provident funds for certain employees (the “Employee Third-Party Payment”), which was not in strict compliance with applicable PRC laws and regulations. As of December 31, 2025, the third-party agencies provided such funds for 22 of our employees. We implemented such arrangements primarily because these employees were located in cities where we did not have any registered operating entities. As advised by our PRC Legal Advisor, if the validity of such arrangements is challenged by competent PRC authorities, we might be subject to additional contributions, late payment fees and/or penalties required by relevant PRC laws and regulations for failing to discharge our obligations in relation to payment of social insurance and housing provident funds as an employer or be ordered to rectify such practice. If the relevant governmental authorities are of the view that such arrangement does not satisfy the requirements under the relevant PRC laws and regulations in respect of housing provident funds, we may be ordered to pay the outstanding balance to the relevant local authorities within a prescribed period of time, failing which the relevant governmental authorities could apply to the People’s Court for enforcement, and if we fail to complete housing provident fund registration before the prescribed deadlines, we may be subject to a fine ranging from RMB10,000 to RMB50,000 for each non-compliant subsidiary or branch. In respect of social insurance premium, we might be ordered to pay the outstanding balance within a certain period of time and a late fee that equals 0.05% of the total outstanding balance per day from the date of the failure to make payment, failing which we may be subject to a fine, ranging from one to three times the total outstanding balance. Our PRC Legal Advisor is of the view that the likelihood of us being subject to material penalties due to Employee Third-Party Payment during the Track Record Period is low, on the basis that (1) according to the written confirmation by the competent authority, we had not been subject any administrative penalties due to any breach of the applicable laws and regulations in relation to social insurance and housing provident fund during the Track Record Period; (2) we undertake that we will rectify or make outstanding payments within a prescribed period once required by competent authorities; (3) the relevant employees have issued a confirmation letter confirming that there are no disputes or potential disputes with the company and third-party payment agencies regarding the payment of social insurance premiums and housing provident funds; and (4) we have not received labor arbitration notices from any of employees in relation to Employee Third-Party Payment RISK FACTORS –3 9– --- page 49 --- during the Track Record Period and up to the Latest Practicable Date. However, we cannot assure you that relevant competent government authorities will not take the view that such third-party agency arrangements do not satisfy the requirements under the relevant PRC laws and regulations. We might also be subject to labor disputes arising from such arrangements with the relevant employees. In the event that the relevant governmental authorities do not recognize the amount of social insurance premium and housing provident funds that we contributed through third-party agencies, it may be deemed a failure to make full contributions, with the social insurance premium and housing provident funds paid by third-party agencies on behalf of us during the Track Record Period amounting to RMB2.3 million, RMB2.9 million and RMB2.6 million in 2023, 2024 and 2025, respectively. This in turn may adversely affect our financial condition and results of operations. On July 31, 2025, the Supreme People’s Court of the PRC issued the Interpretation II by the Supreme People’s Court of the PRC on Legal Issues in the Trial of Labor Dispute Cases (ᄲଣ ༆ᙑ(ɚ)) (the “Interpretation II”), which took effect from September 1, 2025. Pursuant to the Interpretation II, it is a statutory obligation on both the employers and employees to participate in social insurance. Any arrangement not to participate in social insurance, either by unilateral undertaking or mutual agreement, is invalid. Further, the Interpretation II specifies that if the employee terminates their labor contract on the grounds that the employer has failed to make social insurance contributions as required by law, and claims economic compensation from the employer, the People’s Court of the PRC shall uphold the claim. As advised by our PRC Legal Advisor, the Interpretation II will not have a material adverse impact on our business operation and financial position considering that (1) our Company and our subsidiaries in the PRC have not made any arrangement with their employees not to participate in statutory social insurance, either by unilateral undertakings or mutual agreements; (2) during the Track Record Period and up to the Latest Practicable Date, there were no incidents with regard to the termination of the labor contracts between us and our respective employees, which was initiated by our employees, on the grounds that we had failed to make social insurance contributions; and (3) the Interpretation II does not expand penalty exposure or repeal existing laws. However, there can be no assurance that the relevant PRC authorities do not hold views different from ours. If the relevant PRC authorities determine that we are not in compliance with the Interpretation II, our business, results of operation, financial condition and prospects may be adversely affected. Failure to protect our leasehold interests could adversely affect our business operations. As of the Latest Practicable Date, the lease agreements were not filed by either us or the relevant lessors for registration with respect to six of our leased properties in China. If these lessors are not the legal owners or have not obtained the proper authorization from the legal owners of such premises, the legal owners of such premises or third-party tenants that have leased from the legal owners will have ground to challenge the validity of our leasehold interest in the affected premises. As advised by our PRC Legal Advisor, the validity and enforceability of the lease agreements are not affected by the failure to register or file the lease agreements with the relevant government authorities. According to the relevant PRC regulations, we may be ordered by the relevant government authorities to register the relevant lease agreements within a prescribed period, and we may be subject to a fine ranging from RMB1,000 to RMB10,000 for each non-registered lease if we fail to comply. The maximum potential penalties associated with the six unregistered leases mentioned above were RMB60,000. If any of our leases are terminated or voided as a result of challenges from third parties or government agencies, we would need to seek alternative premises and incur relocation costs. Our overseas expansion may not be successful, and we are exposed to the risks associated with overseas operations. We have been exploring business opportunities in overseas regions. However, we have limited experience in doing business in these markets and our products and business may not be well-accepted. We cannot assure you that we can replicate our success or compete effectively in these markets. Moreover, as our overseas expansion proceeds, we may have to adapt our business models to the local market due to various legal requirements and market conditions and incur additional costs associated with such operations. RISK FACTORS –4 0– --- page 50 --- Specifically, we are subject to risks typically associated with overseas operations including, but not limited to, compliance with local laws and regulations, such as those related to trade practices and tariffs, intellectual property, labor, anti-corruption, taxation, intra-group transactions and trade practices and data practice. If any of our overseas operations, or our associates, agents or distributors, violate laws in the relevant jurisdictions, we could become subject to sanctions or other penalties. We may also need to obtain additional government approvals, licenses or other authorizations for doing business in overseas markets. Changes in the political and economic environments in the markets where we operate and the imposition of tariffs, duties or other protectionist measures may also have a material adverse impact on our overseas operations. Acquisitions, investments or strategic alliances may fail and materially and adversely affect our reputation, business and results of operations. We have made, and may continue to enter into acquisitions investments or alliances with various third parties. These investments could subject us to a number of risks, including the availability of suitable targets, valuation risk, the degree of synergy as we may be unable to realize the anticipated benefits, cost savings or efficiencies, the success of integration, risks associated with sharing proprietary information, non-performance by the counterparty, and an increase in relevant expenses, any of which may materially and adversely affect our business, results of operations and financial condition. Our acquisition and strategic investment activities may expose us to significant valuation risk, as we may be required to pay consideration based on assumptions and forward-looking projections that may not materialize, and any subsequent changes in market conditions, business performance or integration outcomes could result in the acquired assets or equity interests being worth less than the consideration paid. We also cannot assure you that the business and financial performance of our investees will always meet our expectations, or that such investments will always be aligned with our business planning, and we may incur goodwill impairment in the event that there is a decline in the expected benefits from our acquired business. For instance, we recorded impairment losses of goodwill of RMB76.1 million in connection with the acquisition of Gainsil in 2023. We may also have little ability to control or monitor the actions of relevant third parties, including our investees and investment partners. To the extent such third parties suffer negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with such third parties. In addition, we may acquire additional assets, technologies or businesses that are complementary to our existing businesses. Future acquisitions and the subsequent integration of new assets, technologies and businesses into our own would require significant attention from our management and could result in a diversion of resources from our existing businesses, which in turn could adversely affect our business. Acquired assets, technologies or businesses may not generate the financial or operating results we expect. In addition, acquisitions and investments may also involve significant capital outlays, the issuance of equity securities that could dilute existing shareholders, or the assumption of debt, any of which could adversely impact our financial position. Any failure to realize the anticipated benefits from investments and acquisitions could materially and adversely affect our business, results of operations and financial condition. Our insurance coverage may not be sufficient to cover all losses or potential claims by our customers, which would affect our business, results of operations and financial condition. We currently have product liability insurance and transportation insurance that covers the delivery of wafers. However, it may not be adequate to fully compensate for all kinds of losses we may suffer in the future. In particular, we do not carry insurance in respect of certain risks that we believe are not insured under customary industry practice in Chinese mainland, or which are uninsurable on commercially acceptable terms, if at all, such as those caused by war, nuclear contamination, tsunami, pollution, acts of terrorism and civil disorder. In addition, our insurers generally review our policies every year and we cannot guarantee that our policies can be renewed on similar or other acceptable terms, or at all. Furthermore, if we suffer unexpected severe losses or losses that far exceed the policy limits, it could materially and adversely affect our business, results of operations and financial condition. RISK FACTORS –4 1– --- page 51 --- Any future occurrence of natural disasters, outbreaks of contagious diseases or other force majeure events may materially and adversely affect our business, results of operations and financial condition. Our business is subject to general economic and social conditions. Uncertainties about global economic conditions and other factors including fluctuation of interest rates, inflation level, unemployment, labor and healthcare costs, access to credit, consumer confidence and other macroeconomic factors may pose risks and materially and adversely affect demand for our products. In addition, natural and man-made disasters and other force majeure events which are beyond our control may adversely affect the economy, infrastructure and livelihood of the people there. For instance, typhoons, sandstorms, snowstorms, fires and droughts, as well as the outbreak of a widespread health epidemic such as COVID-19, SARS, Ebola or Zika could pose significant risks to the regions where we or our business partners conduct business operations, including the research and development, manufacturing and commercialization activities. The potential occurrence or recurrence of any of these events could result in a slowdown of global economy or cause substantial disruptions to our operations, which could materially and adversely affect our business, results of operations, financial condition and prospects. Additionally, acts of war and terrorism may also damage the facilities of our business partners, disrupt our sales channels and destroy our markets. The potential for war or terrorist attacks may also harm or cause uncertainty to our business in ways that we cannot predict. RISKS RELATING TO THE RESEARCH AND DEVELOPMENT AND INTELLECTUAL PROPERTY RIGHTS OF OUR PRODUCTS If we are unable to develop and introduce new products, our business, results of operations, financial condition and competitive position would be materially and adversely affected. Our business is R&D-driven. Continuous R&D enable sophisticated sensor SoC solutions that meet emerging requirements for safety, functionality, integration, power efficiency and cost effectiveness, as well as address ever-evolving demand and requirements from customers and downstream sectors. Our business, results of operations, financial condition and competitive position depend on our ability to develop and introduce new and enhanced products that incorporate the latest technological advancements. We may encounter unexpected technical and production challenges or delays in completing the development of new and enhanced products in a cost-efficient manner. Successful product development and upgrades not only require us to invest significant resources in research and development and also require that we:  design products with better functionality, cost savings or other benefits that differentiate from those of our competitors;  quickly and cost-effectively adjust to evolving customer demands, market conditions and industry trends;  rapidly and satisfactorily meet new industry and regulatory standards and requirements; and  continuously enhance our technology stack. If we are unable to complete the development of new and enhanced products and/or technologies without delay or at all, we may not be able to satisfy our customers’ demand or achieve broader market acceptance of our products, and our business, results of operations, financial condition and competitive position would be materially and adversely affected. We have been investing, and intend to continue to invest, heavily in R&D, which may adversely affect our profitability and operating cash flow and may not generate the results we expect to achieve. We have been investing, and expect to continue to invest, heavily in our R&D efforts. Our research and development costs amounted to RMB95.9 million, RMB107.9 million and RMB101.5 million in 2023, RISK FACTORS –4 2– --- page 52 --- 2024 and 2025, respectively. Our industry is subject to rapid technological changes and is quickly evolving in terms of technological innovation. We need to invest significant resources, including financial resources, in R&D to make technological advances in order to maintain the competitiveness of our products or expand our product offerings. As a result, we expect to continue to incur significant research and development costs in the future. However, we cannot guarantee that our efforts will achieve the outcomes as we anticipate. The outcomes of R&D activities are inherently uncertain. We may encounter practical difficulties in commercializing our products incorporating our research and development outcomes. New technologies could render our existing technologies and/or products or technologies and/or products we are developing obsolete or unattractive, thereby rendering us unable to recover research and development costs, which could materially and adversely affect our business, results of operations and financial condition. Our R&D efforts may not translate into contribution to our results of operations for several years, if at all, and even when they do, such contributions may not meet our expectations, and we may never recover the costs of such efforts, which would materially and adversely affect our business, results of operations, financial condition and competitive position. We may not be able to obtain or maintain adequate intellectual property rights protection for our products, or the scope of such intellectual property rights protection may not be sufficiently broad. Our ability to protect our proprietary technologies and our products by obtaining, maintaining and enforcing our intellectual property rights, including patent rights, is critical to our long-term competitiveness. We have been protecting the proprietary technologies that we consider commercially important by, among others, filing patent applications in China. As of December 31, 2025, we had 90 granted patents, 33 utility model patents and one design patent. As of the same date, we had 61 layout-design of integrated circuits, 26 software copyrights and 25 registered trademarks in China. See “Business—Intellectual Property Rights.” The intellectual property application process may be expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable intellectual property applications at a reasonable cost or in a timely manner, if at all. In addition, we may however fail to identify patentable aspects of our R&D outputs before it is too late to obtain patent protection. As a result, we may not be able to prevent competitors from developing and commercializing competitive products in all such fields. Even if we have identified, filed and prosecuted our intellectual property applications, our applications may not be granted or our intellectual property may be invalidated for multiple reasons, including known or unknown prior deficiencies in the intellectual property application or the lack of novelty of the underlying technology. Moreover, the patent position of sensor SoC providers like us may be uncertain because it involves complex legal and factual considerations. As such, we cannot assure you that we will be able to discern the scope of the intellectual property protection or obtain adequate intellectual property protection with respect to our products. Governmental patent agencies also require compliance with a number of procedural, documentary, fee payment, and other similar provisions during the patent application process and over the lifetime of the patent. Non-compliance events can result in abandonment or lapse of the relevant patent or patent application, leading to partial or complete loss of patent rights in the relevant jurisdiction. Even if our intellectual property applications are approved, they may not be approved in a form that will provide us with meaningful protection from competition or with any competitive advantage. For instance, our competitors may be able to circumvent our patents by developing similar or alternative technologies or products in a non-infringing manner. The issuance of a patent is not conclusive as to its inventor, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices in China and other jurisdictions. Further, although various extensions may be available, the life of a patent and the protection it affords is limited. If we fail to extend the life of our patents, we may face competition for any approved products even if we successfully obtain patent protection once the patent life has expired for the product. Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, competitive position and prospects. RISK FACTORS –4 3– --- page 53 --- We may become involved in lawsuits to protect or enforce our intellectual property rights and our rights could be found invalid or unenforceable if being challenged in court or before any related intellectual property agency in any jurisdiction. Competitors may infringe our patent rights or misappropriate or otherwise violate our intellectual property rights. To counter infringement or unauthorized use, litigation may be necessary in the future to enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity and scope of our own intellectual property rights or the proprietary rights of others. This can be expensive and time-consuming. Any claims that we assert against perceived infringers could also provoke these parties to assert counterclaims against us alleging that we infringe their intellectual property rights. Many of our current and potential competitors have the ability to dedicate resources to enforce and/or defend their intellectual property rights than we do. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property. An adverse result in any litigation proceeding could put our patents, as well as any patents that may issue in the future from our pending patent applications, at risk of being invalidated, held unenforceable or interpreted narrowly. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, some of our confidential information could be compromised by disclosure during this type of litigation. Defendant counterclaims alleging invalidity or unenforceability are commonplace, and can be asserted on numerous grounds. Third parties may also raise similar claims before administrative bodies in China or abroad, even outside the context of litigation. Such proceedings could result in revocation or amendment to our patents in such a way that they no longer cover and protect our products. The outcome following legal assertions of invalidity and unenforceability is unpredictable. If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, we would lose at least part, and perhaps all, of the patent protection on our products. Such a loss of patent protection could materially and adversely affect our business. If third parties claim that we infringe upon their intellectual property rights, we may incur liabilities and penalties and may have to redesign or suspend the sales of products involved. The industries in which we operate are patent-intensive. Companies in these industries routinely seek patent protection for their product designs. Some of our competitors have large patent portfolios with broad rights and may claim that our expected commercial use of our products has infringed their patents. Specifically, these competitors could allege that certain features of our products fall within the coverage of their patents. They may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights in connection with the commercialization of our products. Whether a product infringes a patent involves an analysis of complex legal and factual issues and the conclusion of such analysis is often uncertain. Although we intend to identify and avoid intellectual property infringement activities, (1) we may hire employees who have previously worked for our competitors and cannot assure that such employees will not use their previous employers’ proprietary know-how, technology and other proprietary information in their work for us, which could result in litigation against us; (2) in the case where our employees are obligated to assign any inventions created during their work to us under assignment agreement, we may not obtain these agreements in all circumstances and the assignment of intellectual property under such agreements may not be self- executing; and (3) our competitors may also have filed for patent protection which is not as yet a matter of public knowledge or claimed rights that have not been revealed through our searches of relevant public records. Therefore, our efforts to identify and avoid infringing on third parties’ intellectual property rights may not always be successful. Any claims of patent or other intellectual property infringement, regardless of their merit, could be expensive and time-consuming. These claims and the relevant proceedings could diverge management attention and result in substantial financial costs. If our competitors or employees succeed in raising their claims, we may be required to suspend our sales efforts of the relevant products in controversy, redesign, reengineer or rebrand such products, pay substantial damages to third parties, or enter into royalty or licensing agreements which may not be available on terms favorable to us. RISK FACTORS –4 4– --- page 54 --- Obtaining and maintaining our patent protection depends on compliance with various procedural, documentary, fee payment, and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for noncompliance with these requirements. Patent agencies require compliance with a number of procedural, documentary, fee payment, and other similar provisions during the patent application process and over the lifetime of the patent. Non-compliance events, including failure to respond to official actions within prescribed time limits, non-payment of periodic maintenance fees, and failure to properly legalize and submit formal documents, can result in abandonment or lapse of the patent or patent application, leading to partial or complete loss of patent rights in the relevant jurisdiction. In any such event, our competitors might be able to enter the market, which would materially and adversely affect our business. We may be unable to protect the confidentiality of our trade secrets, and we may be subject to claims that we, or our employees or our business partners have wrongfully used or disclosed trade secrets allegedly owned by others. In addition to our registered patents and patent applications, we rely on trade secrets, including unpatented know-how, technology and other proprietary information, to protect our products and thus maintain our competitive position. We protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements, non-compete covenants or include such undertakings in the agreements with parties that have access to them. We also enter into employment agreements with our employees that include undertakings regarding assignment of inventions and discoveries. Nevertheless, we cannot assure you that such agreements will be obtained in all circumstances or be duly enforced. Moreover, there can be no guarantee that an employee or a third party will not make an unauthorized use or disclosure of our proprietary confidential information. This might happen intentionally or inadvertently. It is possible that a competitor will gain access to such information and make use of such information, and that our competitive position will be compromised, despite any legal action we might take against such persons. In addition, to the extent that our employees or business partners use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Trade secrets are difficult to protect. Our employees or business partners might intentionally or inadvertently disclose our trade secret information to competitors, or our trade secrets may otherwise be misappropriated. Enforcing a claim that a third party illegally obtained and/or is using any of our trade secrets is expensive and time-consuming, and the outcome is unpredictable. It is possible that technology relevant to our business will be independently developed by a person that is not a party to such agreement. Furthermore, if the employees who are parties to these agreements breach the terms of these agreements, we may not have adequate remedies for any such breach, and we could lose our trade secrets and inventions through such breaches. Any legal proceedings asserting our trade secrets could be time- consuming and costly, and may not yield successful results. RISKS RELATING TO OUR FINANCIAL CONDITION AND NEED FOR ADDITIONAL CAPITAL We have incurred significant net losses and had a net deficit position during the Track Record Period, and may not be able to achieve or subsequently maintain profitability in the near future. We have incurred net losses in the past. In 2023, 2024 and 2025, we incurred loss for the year of RMB355.8 million, RMB351.3 million and RMB330.6 million, respectively. We may continue to incur net losses in the short term, as we are in the stage of expanding our business and operations in the rapidly growing wireless sensor SoCs industry and are continuously investing in R&D. We may not be able to achieve or subsequently maintain profitability in the near future. Our loss position during the Track Record Period was primarily due to the combination of several factors, including (1) our relatively small business scale as a company with short operating history and limited commercialization, which led to lower operating leverage; (2) the changes in the carrying amount of liabilities recognized for financial instruments issued to investors; (3) for 2023, the impairment losses of in connection with the acquisition of Gainsil; (4) in particular for 2023, the impact of certain high-cost wafer that we had procured in advance RISK FACTORS –4 5– --- page 55 --- in light of the cyclical impact of the semiconductor industry supply chain, which had lowered our profit margin in 2023; and (5) the significant investments in our R&D efforts, including investment in our R&D personnel and product development activities. Our costs and expenses may further increase as we continue to invest in our R&D initiatives and enhance and expand our product portfolio, while we have not yet achieved mass commercialization or economies of scale. Our future profitability will depend on a variety of factors, including the degree of acceptance and penetration of our products in downstream application scenarios, the breadth and depth of our customer base and our relationship with customers and our cost structure and supply chain capabilities. Our revenue may not grow at the rate we expect, if at all, and it may not increase sufficiently to offset the increase in our costs and expenses. As a result, we may continue to incur losses in the future and we cannot assure you that we will eventually achieve our intended profitability. In addition, we expect to incur substantial costs and expenses as a result of being a public company. If we are unable to generate adequate revenues and manage our expenses, we may continue to incur significant losses and may not be able to achieve or subsequently maintain profitability. We are at accumulated deficit position to date. We had total deficit of RMB1,479.0 million as of December 31, 2025, primarily due to financial instruments issued to investors mainly representing our Pre-IPO Investments. We expect such position to be significantly alleviated after the Listing, as our financial instruments issued to investors are converted from liabilities to equity upon the Listing. Our net deficit position exposes us to liquidity risk. Our future liquidity, payment of trade and other payables, capital expenditure plans and repayment of outstanding debt obligations (if any) as and when they become due will primarily depend on our ability to obtain adequate cash generated from operating activities and adequate external financing. Deficit position may limit our working capital for the purpose of operations or capital for our expansion plans and materially and adversely affect our business, results of operations and financial condition. We recorded net operating cash outflows historically and there can be no assurance that we will not have net operating cash outflows in the future. We recorded net cash used in operating activities of RMB61.2 million, RMB137.1 million and RMB173.6 million in 2023, 2024 and 2025, respectively. See “Financial Information—Liquidity and Capital Resources—Cash Flows.” We cannot assure you that we will be able to generate positive cash flows from operating activities in the future. If we continue to record net operating cash outflows in the future, our working capital may be constrained, which may adversely affect our financial condition. In particular, similar to other fabless companies in China, the procurement of relevant supplies such as wafers and our R&D activities could be capital-intensive. Our future liquidity primarily depends on our ability to obtain adequate cash inflows from our operating activities and adequate external financing such as offering and issuing securities, and/or other sources such as external debt, which may not be available on terms favorable or commercially reasonable to us or at all. If we fail to obtain sufficient funding in a timely manner and on reasonable terms, or at all, we will be in default of our payment obligations and may not be able to expand our business. As a result, our business, results of operations and financial condition may be adversely affected. We may not be able to obtain additional capital when desired, on favorable terms or at all. We require additional capital from time to time to execute our R&D and procurement plans, broaden and enhance our offerings, grow our business, better serve our customers, and improve our operations. In particular, companies operating under fabless model in the semiconductor sector typically have a relatively long and uncertain design and development cycle before mass production and commercialization, which makes the availability of upfront financing critical. Accordingly, we may need to sell additional equity or debt securities or obtain a credit facility. Future issuances of equity or equity-linked securities could significantly dilute our existing Shareholders. The incurrence of debt financing would result in increased debt service obligations. It could also result in operating and financing covenants that would restrict our operation or our ability to pay dividends to our Shareholders. RISK FACTORS –4 6– --- page 56 --- Our ability to obtain additional capital is subject to a variety of uncertainties, including our market position and competitiveness, our potential for profitability, overall financial condition and results of operations, the general market condition for capital-raising activities by companies in our industry, and the economic, political and other conditions in China and globally. We may be unable to obtain additional capital in a timely manner or on favorable terms, or at all. If we are unable to obtain adequate financing on terms satisfactory to us when we require it, our ability to continue to support our business growth could be significantly impaired, and our business and prospects could be adversely affected. We are subject to credit risk relating to trade receivables, and any significant default on our trade receivables could materially and adversely affect our liquidity, financial condition and results of operations. We are exposed to credit risk relating to potential delays in payment and defaults of our customers. We had a growing balance of our trade receivables during the Track Record Period, in part due to our increased business scale. As of December 31, 2023, 2024 and 2025, our trade receivables (net of loss allowance) amounted to RMB65.3 million, RMB79.6 million and RMB160.1 million, respectively, with an allowance for credit losses of trade receivables amounting to RMB0.7 million, RMB0.8 million and RMB1.6 million as of the same dates, respectively. Our trade receivable turnover days were 74 days, 77 days and 92 days in 2023, 2024 and 2025, respectively. We may not be able to collect all such trade receivables due to a variety of factors that are beyond our control, such as long payment cycles of certain customers. If the relationship between us and any of our customers is terminated or deteriorated, or if any of our customers experience financial difficulties in settling the trade receivables, our corresponding trade receivables recoverability will be adversely affected. The increase in the amount of provisions made on our trade receivables will be recorded as expenses on our results of operations. As such, if we are unable to manage the credit risk associated with our trade receivables effectively, our results of operations may be materially and adversely affected. Furthermore, substantial defaults or delays by our customers could materially and adversely affect our cash flow and working capital conditions, and we may have to terminate our relationships with such customers. We have granted and may continue to grant share-based awards in the future, which may result in increased share-based payment expenses or shareholder dilution. We adopted 2015 Employee Incentive Scheme in December 2015 for the purpose of promoting the rapid and sustainable growth of our Company and incentivizing outstanding employees. See “1. Further Information about Our Company—F. Employee Incentive Schemes” in Appendix IV to this prospectus. We recorded equity-settled share-based payment expenses of RMB3.8 million, RMB3.0 million and RMB2.2 million in 2023, 2024 and 2025, respectively. We believe the granting of share-based payment is of significant importance to our ability to attract and retain key personnel and employees, and we will continue to grant share-based payment to employees in the future. For example, we have adopted the 2026 Pre-IPO Share Option Scheme, the purpose of which is to further incentivize our Directors, senior management and employees who have made continuous contribution to our Group’s development. Issuance of additional Shares with respect to share-based payment may dilute the shareholding percentage of our existing Shareholders. Our expenses associated with share-based payment may increase, which may have an adverse effect on our results of operations. Failure to obtain or maintain any of the preferential tax treatments and government grants could affect our business, results of operations and financial condition. We are subject to preferential income tax treatments during the Track Record Period. See “Financial Information—Key Components of Our Consolidated Statements of Profit or Loss—Income Tax Expense.” During the Track Record Period, we also received government grants, some of which are non-recurring in nature or are subject to periodic review. In 2023, 2024 and 2025, the government grants we recognized as other net income amounted to RMB5.0 million, RMB3.6 million and RMB4.6 million, respectively. If we cease to be entitled to such preferential tax treatment or government grants, our income tax expenses may increase, which could adversely affect our business, results of operations, financial condition and prospects. As these government grants are provided typically on a one-off basis, there is no RISK FACTORS –4 7– --- page 57 --- guarantee that we will continue receiving or benefiting from them in the future. In addition, we may not be able to successfully or timely obtain the preferential tax treatment or government grants that may become available to us in the future, and such failure could adversely affect our business, results of operations and financial condition. RISKS RELATING TO CONDUCTING BUSINESS IN JURISDICTIONS WHERE WE OPERATE Changes in the economic, political or social conditions, laws, regulations or government policies in the jurisdictions where we operate could have a material adverse effect on our business and operations. During the Track Record Period, substantially all of our revenue was derived from our businesses in China. Accordingly, our business, results of operations, financial condition and prospects are, to a material extent, subject to economic, political and legal developments in China. In particular, factors such as corporate and government spending, business investment, level of economic development, and resource allocation could affect the growth of our business. The PRC economy has experienced significant growth over the past decades since the implementation of China’s reform and opening-up policy. In recent years, the PRC government has implemented measures emphasizing the utilization of market forces in economic reform and the establishment of sound corporate governance practices in business enterprises. These economic reform measures may be adaptively adjusted from industry to industry or across different regions of the country. If the business environment in China changes, our business in China may also be affected. We may be subject to the approval, filing or other requirements of the CSRC or other PRC governmental authorities in connection with future capital raising activities, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filing. On July 6, 2021, the General Office of the State Council, together with another regulatory authority, jointly promulgated the Opinions on Lawfully and Severely Combating Illegal Securities Activities (׵ จԈ) which calls for, among others, enhanced administration and supervision of overseas-listed China-based companies, proposes to revise the relevant regulation governing the overseas issuance and listing of shares by such companies, and clarifies the responsibilities of competent domestic industry regulators and government authorities. On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (جand five supporting guidelines (together, “Overseas Listing Trial Measures”), which came into effect on March 31, 2023. Pursuant to the Overseas Listing Trial Measures, further follow-up offerings after overseas listings also require a filing within three business days after the completion of the offering, and the listed companies will need to report to the CSRC upon the occurrence and public disclosure of certain significant matters such as a change in control, penalty received from overseas securities regulators or relevant regulators, a switch of listing status and a termination of listing. See “Regulatory Overview—Regulations Relating to Overseas Securities Offering and Listing.” On February 24, 2023, the CSRC, the MOF, the National Administration of State Secrets Protection, and the National Archives Administration of China published the revised Provisions on Strengthening the Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (֛the “Archives Rules”), which came into effect on March 31, 2023. The Archives Rules require that, in relation to the overseas securities offering and listing activities of domestic companies, either in direct or indirect form, such domestic companies, as well as securities companies and securities service institutions providing relevant securities services, are required to strictly comply with relevant requirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary measures to implement their confidentiality and archives management responsibilities. According to the Archives Rules, during an overseas offering and listing, if a domestic company needs to provide or RISK FACTORS –4 8– --- page 58 --- publicly disclose to securities companies, securities service providers and overseas regulators, any materials that contain relevant state secrets or that have an adverse impact on the national security or public interests, the domestic company should complete the relevant approval/filing and other regulatory procedures. Given that the Overseas Listing Trial Measures and the Archives Rules were recently promulgated, their interpretation, application, and enforcement are still evolving and subject to change. The CSRC or other PRC regulatory authorities may also take actions requiring us, or making it advisable for us, to halt future capital raising activities before settlement and delivery of the H Shares offered hereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures in addition to those prescribed under the Overseas Listing Trial Measures for future capital raising activities, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Such procedures for obtaining the waiver remain unclear. Any uncertainties or negative publicity regarding such approval, filing or other requirements could materially and adversely affect our business, prospects, financial condition, reputation, and trading price of the H Shares. Governmental supervision of currency conversion, and restrictions on the remittance of Renminbi into and out of China, may limit our ability to pay dividends and other obligations, and adversely affect the value of your investment. The PRC government imposes laws and regulations on the convertibility of Renminbi into foreign currencies. Substantially all of our transactions are denominated in Renminbi. We may convert a portion of our revenue into other currencies to meet our foreign currency obligations, such as payments to certain suppliers, if any. Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency, or otherwise satisfy our foreign currency denominated obligations. Under the existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval by complying with certain procedural requirements. However, approval from or registration with competent government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses, such as direct investments, repayment of loans denominated in foreign currencies, repatriation of investments and investments in securities outside of China. Failure to obtain approval from or complete registration with competent government authorities related to overseas direct investments may result in cessation of the implementation of relevant projects, restrictions on the remittance of Renminbi into or out of China, or even legal of administrative liabilities. If the foreign exchange regulatory policies prevent us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our Shareholders. The PRC government policy on foreign investment in the PRC may adversely affect our business and results of operations. The investment activities of foreign investors in the PRC are subject to certain regulations regarding the industry participated and imposed to additional verification procedures by certain authorities. The Special Management Measures (Negative List) for the Access of Foreign Investment (2024 Revision) ( ̮ ݄(૶ఊ) (2024وthe “Negative List”) issued by the NDRC and MOFCOM on September 6, 2024, effective on November 1, 2024, which sets out in a unified manner the restrictive measures for the access of foreign investments such as the requirements for equity and senior management, and the industries that are prohibited for foreign investment. The Negative List covers 11 industries, and any field not covered by the Negative List shall be administered under the principle of equal treatment to domestic and foreign investment. As of the Latest Practicable Date, our main business in China had not fallen within the Negative List. However, certain industries are specifically prohibited for foreign investment, which may restrict us from entering into these industries afterwards. Also, as the Negative List could be updated in the future, we cannot assure you that the PRC government will not RISK FACTORS –4 9– --- page 59 --- change its policies in a manner that would render part of our business in China within the Negative List. If we cannot obtain approval from relevant approval authorities to engage in a business in China that becomes prohibited or restricted for foreign investors, we may be forced to sell or restructure our business which has become restricted or prohibited for foreign investment. If we are forced to adjust our corporate structure or business line as a result of changes in government policy on foreign investment, our business, results of operations and financial condition may be adversely affected. Our operations are subject to and may be affected by changes in PRC tax laws and regulations. We are subject to periodic examinations on fulfillment of our tax obligation under the PRC tax laws and regulations by PRC tax authorities. Although we believe that in the past, we have established effective internal control measures in relation to accounting regularities, we cannot assure you that future examinations by PRC tax authorities would not result in fines, other penalties or action that could adversely affect our reputation, business, results of operations and financial condition. Furthermore, the PRC government from time to time adjusts or changes its tax laws and regulations. Further adjustments or changes to PRC tax laws and regulations, may also have an adverse effect on our business, results of operations and financial condition. Holders of our H Shares may be subject to PRC income tax obligations. Under the current PRC tax laws and regulations, non-PRC resident individuals and non-PRC resident enterprises are subject to different tax obligations with respect to the dividends paid to them by us and the gains realized upon the sale or other disposition of H Shares. Non-PRC resident individuals are required to pay PRC individual income tax at a 20% rate for the income derived in China under the Individual Income Tax Law of the PRC (੻೼ جthe “IIT Law”) and its implementation guidelines. Accordingly, we are required to withhold such tax from dividend payments, unless applicable tax treaties between China and the jurisdiction in which the foreign individual resides reduce or provide an exemption for the relevant tax obligations. However, pursuant to the Circular on Certain Policy Questions Concerning Individual Income Tax issued by the MOF and the SA T (ٝCai Shui Zi [1994] No. 020) on May 13, 1994, the income gained by individual foreigners from dividends and bonuses of enterprise with foreign investment are exempted from individual income tax for the time being. In addition, under the IIT Law and its implementation regulations, non-PRC resident individual holders of H shares are subject to individual income tax at a rate of 20% on gains realized upon the sale or other disposition of H shares. However, pursuant to Circular of Declaring that Individual Income Tax Continues to be Exempted over Income of Individuals from the Transfer of Shares (੻ᘱᚃᅲе ٝCai Shui Zi [1998] No. 61) issued by the MOF and the SA T on March 30, 1998, from January 1, 1997, the income of individuals from the transfer of the shares of listed enterprises continues to be exempted from individual income tax. As of the Latest Practicable Date, no aforesaid provisions had expressly provided that individual income tax shall be levied non-PRC resident individual holders on the transfer of shares in PRC resident enterprises listed on overseas stock exchanges, and to our knowledge, no such individual income tax was levied by PRC tax authorities in practice. However, the PRC tax authorities may change these practices, which could result in levying income tax on non-PRC resident individual holders on gains from the sale of H shares. For non-PRC resident enterprises that do not have establishments or premises in China, and for those have establishments or premises in China but whose income is not related to such establishments or premises, under the Enterprise Income Tax Law and its implementation regulations, dividends paid by us and gains realized by such foreign enterprises upon the sale or other disposition of H Shares are subject to PRC enterprise income tax at a rate of 10%. In accordance with the Circular on Issues Relating to Withholding of Enterprise Income Tax by PRC Resident Enterprises on Dividends Paid to Overseas Non-PRC Resident Enterprise Shareholders of H Shares (͏ΆุΣྤ̮Hݼ؇ٰ ٝGuo Shui Han [2008] No. 897) issued by the SA T on RISK FACTORS –5 0– --- page 60 --- November 6, 2008, the withholding tax rate for dividends payable to non-PRC resident enterprise holders of H Shares will be 10% and we intend to withhold tax at a rate of 10% from dividends paid to non-PRC resident enterprise holders of our H Shares (including HKSCC Nominees). Non-PRC resident enterprises that are entitled to be taxed at a reduced rate under an applicable income tax treaty or arrangement will be required to apply to the PRC tax authorities for a refund of any amount withheld in excess of the applicable treaty rate, and payment of such refund will be subject to the PRC tax authorities’ approval. For details, see “Regulatory Overview—Regulations on Taxation.” Despite the arrangements mentioned above, the interpretation and application of applicable PRC tax laws and regulations by the competent tax authorities are subject to changes and are still evolving, which may adversely affect the value of your investment in our H Shares. Y ou may have limited resources in effecting service of legal process or enforcing foreign judgments against us, and our Directors and management. We are a company incorporated under the PRC laws, and the vast majority of our assets and subsidiaries are currently located in China. Substantially all of our Directors and senior management reside within China. The assets of these Directors and senior management also may be located within China. As a result, it may be difficult or impossible for you to effect service of process upon us or these individuals, or to bring an action against us or against these individuals in the event that you believe your rights have been infringed under the applicable securities laws or otherwise. On January 14, 2019, the Supreme People’s Court of the PRC and the government of Hong Kong Special Administrative Region signed the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region (τર) (the “2019 Arrangement”), which took effect on January 29, 2024. The 2019 Arrangement seeks to establish a mechanism with greater clarity and certainty for recognition and enforcement of judgments in a wider range of civil and commercial matters between Chinese mainland and Hong Kong, based on criteria other than a written bilateral choice of court agreement. Under the 2019 Arrangement, any party concerned may apply to the relevant PRC or Hong Kong court for recognition and enforcement of the effective judgments in civil and commercial cases, subject to the conditions set forth in the 2019 Arrangement. Although the 2019 Arrangement has been signed, the outcome and effectiveness of any action brought under the 2019 Arrangement will be subject to the PRC courts further adjudication in accordance with PRC laws, including the PRC civil procedure law. There is no assurance whether and when we will pay dividends, which is subject to restrictions under PRC law. Under PRC laws, dividends may be paid only out of distributable profits. Distributable profits are defined as our profits after taxes as determined under applicable accounting standards less any recovery of accumulated losses and appropriations to statutory and other reserves that we are required to make. As a result, we may not have sufficient, if any, distributable profits to enable our Company to make dividend distributions to its shareholders in the future, including periods for which our Company’s financial statements indicate that our operations have been profitable. Any distributable profits not distributed in a given year are retained and available for distribution in subsequent years. Moreover, because the calculation of distributable profits under PRC GAAP is different from the calculation under the HKFRS in certain respects, our Company may not have distributable profits as determined under PRC GAAP , even if it has profits for that year as determined under the HKFRS, or vice versa. Accordingly, we may not receive sufficient distributions from our PRC subsidiaries. Restrictions on dividend payment could have a negative impact on our ability to make dividend distributions to our Shareholders in the future, including those periods in which our financial statements indicate that our operations have been profitable. RISK FACTORS –5 1– --- page 61 --- RISKS RELATING TO THE GLOBAL OFFERING The price and trading volume of our H Shares may be volatile, and an active trading market for our H Shares may not develop or be sustained, which could lead to substantial losses to investors. Prior to the completion of the Global Offering, there has been no public market for our H Shares. We cannot assure you that an active trading market for our H Shares with adequate liquidity will develop or be sustained following the completion of the Global Offering. The Offer Price is the result of negotiations between our Company and the Joint Sponsors (for itself and on behalf of the Underwriters), which may not be indicative of the price at which our H Shares will be traded following the completion of the Global Offering. The price and trading volume of our H Shares may be subject to significant volatility in response to various factors beyond our control, including the general market conditions of the securities in Hong Kong and elsewhere in the world. The market price of our H Shares may drop below the initial Offering Price at any time following the Global Offering. In addition to market and industry factors, the price and trading volume of our H Shares may be highly volatile for specific business reasons, such as fluctuations in our revenue, earnings, cash flows, investments, expenditures, regulatory developments, relationships with our customers and suppliers, movements or activities of key personnel, or actions taken by competitors. Moreover, shares of other companies listed on the Stock Exchange with significant operations and assets in China have experienced price volatility in the past, and it is possible that our H Shares may be subject to changes in price not directly related to our performance. We have applied to the Stock Exchange for the listing of, and permission to deal in, the H Shares (including any H Shares which may be issued pursuant to the exercise of the Over-allotment Option and the Shares to be issued pursuant to the 2026 Pre-IPO Share Option Scheme). A listing on the Stock Exchange, however, does not guarantee that an active and liquid trading market for the H Shares will develop, or if it does develop, that it will be sustained following the Global Offering, or that the market price of the H Shares will not decline following the Global Offering. If an active public market for our H Shares does not develop following the completion of the Global Offering, the market price and liquidity of our H Shares could be materially and adversely affected. Future sales or perceived sales of substantial amounts of our H Shares in the public market could have a material adverse effect on the price of our H Shares and our ability to raise additional capital in the future. The market price of our H Shares could decline as a result of future sales of a substantial number of our H Shares or other securities relating to our H Shares in the public market, or the issuance of new shares or other securities, or the perception that such sales or issuances may occur. Future sales, or anticipated sales, of substantial amounts of our securities, including any future offerings, could also materially and adversely affect our ability to raise capital at a specific time and on terms favorable to us. In addition, our Shareholders may experience dilution in their holdings if we issue more securities in the future. New shares or shares-linked securities issued by us may also confer rights and privileges that take priority over those conferred by the H Shares. While investors subscribing shares in the Global Offering are not subject to any restrictions on the disposal of the H Shares they subscribed (except as disclosed in “Information about this Prospectus and the Global Offering—Restrictions on Offer and Sale of Shares”), they may have existing arrangements or agreements to dispose part or all of the H Shares they hold immediately or within certain period upon completion of the Global Offering for legal and regulatory, business and market, or other reasons. Such disposal may occur within a short period or any time or period after the Listing Date. Any sale of the H Shares subscribed by such investors pursuant to such arrangement or agreement could adversely affect the market price of our H Shares and any sizeable sale could have a material and adverse effect on the market price of our H Shares and could cause substantial volatility in the trading volume of our H Shares. RISK FACTORS –5 2– --- page 62 --- Any possible conversion of Unlisted Shares into H Shares could increase the supply of H Shares in the market, which may negatively impact the market price of H Shares. According to the stipulations by the State Council’s securities regulatory authority and the Articles of Association, our Unlisted Shares may be converted into H Shares and such converted H Shares may be listed or traded on an overseas stock exchange, provided that prior to the conversion and trading of such converted shares, the requisite internal approval processes have been duly completed, the filing with the CSRC and the requisite regulatory approvals have been completed, and the requirements and procedures prescribed by the related regulations and guidelines have been satisfied. In addition, such conversion, trading and listing must comply with the regulations prescribed by the State Council’s securities regulatory authorities and the regulations, requirements and procedures prescribed by the relevant overseas stock exchange. We can apply for the listing of all or any portion of our Unlisted Shares on the Stock Exchange as H Shares in advance of any proposed conversion to ensure that the conversion process can be completed promptly upon notice to the Stock Exchange and delivery of shares for entry on the H Share register. This could increase the supply of H Shares in the market, and future sales, or perceived sales, of the converted H Shares may adversely affect the market price of H Shares. Y ou will incur immediate and significant dilution and may experience further dilution if we issue additional Shares in the future. The Offer Price of the Offer Shares is higher than the net tangible asset value per Share immediately prior to the Global Offering. Therefore, purchasers of the Offer Shares in the Global Offering will experience an immediate dilution in pro forma consolidated net tangible asset value. We cannot assure you that if we were to immediately liquidate after the Global Offering, any assets will be distributed to Shareholders after the creditors’ claims. To expand our business, we may consider offering and issuing additional Shares in the future. Purchasers of the Offer Shares may experience dilution in the net tangible asset value per Share of their Shares if we issue additional Shares in the future at a price which is lower than the net tangible asset value per Share at that time. Certain facts, forecasts and statistics contained in this prospectus are derived from various official sources and may not be accurate, reliable, complete or up to date. We have derived certain information and statistics in this prospectus, particularly the section headed “Industry Overview,” from the F&S report, which was commissioned by us, and from various official government publications and other publicly available publications provided by the government. The information from official government sources has not been independently verified by us, the Joint Sponsors, the Joint Sponsor-OCs, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, any of their respective directors and advisors, or any other persons or parties involved in the Global Offering, and, therefore, we cannot assure you as to the accuracy and reliability of such information and statistics, which may not be consistent with other information compiled inside or outside the PRC. Due to possibly flawed or ineffective collection methods or discrepancies between published information and market practice and other problems, the statistics herein may be inaccurate or may not be comparable with statistics produced for other economies, and you should not place undue reliance on them. Furthermore, we cannot assure you that they are stated or compiled on the same basis, or with the same degree of accuracy, as similar statistics presented elsewhere. In all cases, you should consider carefully how much weight or importance you should attach to or place on such information or statistics. If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our H Shares, the market price for H Shares and trading volume could decline. The trading market for our H Shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our H Shares, the market price for our H Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price of or trading volume for our H Shares to decline. RISK FACTORS –5 3– --- page 63 --- Fluctuations in exchange rates may result in foreign currency exchange losses and may have a material adverse effect on your investment. During the Track Record Period, substantially all of our revenue and expenditures were denominated in Renminbi, and substantially all of our financial assets were also denominated in Renminbi. Any significant change in the exchange rates of the Hong Kong dollar against Renminbi may materially and adversely affect our cash flows, earnings and financial position, and the value of, and any dividends payable on, our H Shares in Hong Kong dollars. For example, a further appreciation of Renminbi against the Hong Kong dollar would make any new Renminbi-denominated investments or expenditures more costly to us, to the extent that we need to convert Hong Kong dollars into Renminbi for such purposes. An appreciation of Renminbi against the Hong Kong dollar would also result in foreign currency translation losses for financial reporting purposes when we translate our Hong Kong dollar denominated financial assets into Renminbi, including proceeds from the Global Offering, as Renminbi is the functional currency of our subsidiaries inside China. Conversely, if we decide to convert our Renminbi into Hong Kong dollars for the purpose of making payments for dividends on our H Shares or for other business purposes, appreciation of the Hong Kong dollar against Renminbi would have a negative effect on the Hong Kong dollar amount available to us. Y ou should read the entire prospectus carefully and only rely on the information included in this prospectus to make your investment decision, and we strongly caution you not to rely on any information contained in press articles or other media coverage relating to us, our H Shares or the Global Offering. There had been, prior to the publication of this prospectus, and there may be, subsequent to the date of this prospectus but prior to the completion of the Global Offering, press and media coverage regarding us and the Global Offering. We have not authorized the disclosure of any information concerning the Global Offering in the press or media and do not accept responsibility for the accuracy or completeness of such press articles or other media coverage. We make no representation as to the appropriateness, accuracy, completeness or reliability of any of the projections, valuations or other forward-looking information about us. To the extent such statements are inconsistent with, or conflict with, the information contained in this prospectus, we disclaim responsibility for them. Accordingly, prospective investors are cautioned to make their decisions on the basis of the information contained in this prospectus only and should not rely on any other information. RISK FACTORS –5 4– --- page 64 --- In preparation for the Global Offering, we have applied to the Stock Exchange for the following waivers from strict compliance with the relevant provisions of the Listing Rules. MANAGEMENT PRESENCE IN HONG KONG According to Rule 8.12 of the Listing Rules, all applicants applying for a primary listing on the Stock Exchange must have sufficient management presence in Hong Kong. This would normally mean that at least two of the applicant’s executive directors must be ordinarily resident in Hong Kong. Our Company’s business operations and assets are primarily located outside Hong Kong. Our Company’s executive Directors are based in the PRC as our Board believes it is more effective and efficient for our executive Directors to be based in a location where our substantial operations are located. Our Company therefore does not, and in the near future will not, maintain management presence in Hong Kong. Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from strict compliance with the requirements under Rule 8.12 of the Listing Rules, provided that our Company implements the following arrangements: (1) We have appointed Dr. Li, our chairman, executive Director and chief executive officer, and Ms. Xu Y alei ( ஢ඩᑜ) (“Ms. Xu”), our chief financial officer as our authorized representatives for the purpose of Rule 3.05 of the Listing Rules. They will serve as the principal channel of communication with the Stock Exchange and make themselves readily available to communicate with the Stock Exchange. Each of Dr. Li and Ms. Xu can be readily contactable by phone and email to deal promptly with enquiries from the Stock Exchange, and will also be available to meet with the Stock Exchange to discuss any matters within a reasonable period of time upon the request of the Stock Exchange. The contact details of our authorized representatives have been provided to the Stock Exchange. (2) All Directors who are not ordinarily resident in Hong Kong possess or can apply for valid travel documents to visit Hong Kong and can meet with the Stock Exchange within a reasonable period. In addition, each Director has provided his/her contact details, including phone numbers and email addresses, to our authorized representatives and to the Stock Exchange. In the event that a Director expects to be traveling or otherwise be out of office, he/she will provide the phone number of the place of his/her accommodation or other contact information to our authorized representatives to ensure that each of our authorized representatives will be able to contact all our Directors promptly at all times if and when the Stock Exchange wishes to contact our Directors. (3) We have appointed Maxa Capital Limited as our compliance advisor in accordance with Rule 3A.19 of the Listing Rules, which will serve as an additional and alternative channel of communication with the Stock Exchange in addition to our authorized representatives. The compliance advisor will have reasonable access, at all times during the term of their appointment, to our authorized representatives, Directors and other officers of our Company, participate in the communication between the Stock Exchange and our Company and answer inquiries from the Stock Exchange. (4) Any meeting between the Stock Exchange and our Directors will be arranged through our authorized representatives or our compliance advisor or directly with our Directors within a reasonable time frame. We will inform the Stock Exchange promptly in respect of any changes in our authorized representatives and our compliance advisor. (5) We intend to retain our Hong Kong legal advisors on on-going compliance requirements, any amendment or supplement to and other issues arising under the Listing Rules and other applicable laws and regulations in Hong Kong after the Listing. W AIVERS AND EXEMPTIONS –5 5– --- page 65 --- JOINT COMPANY SECRETARIES Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary who possesses the necessary academic or professional qualifications or relevant experience, and is therefore capable to discharge the functions of the company secretary. Note 1 to Rule 3.28 of the Listing Rules provides that the Stock Exchange considers the following academic or professional qualifications to be acceptable: (1) a member of The Hong Kong Chartered Governance Institute; (2) a solicitor or a barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of the Laws of Hong Kong); and (3) a certified public accountant as defined in the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong). Note 2 to Rule 3.28 of the Listing Rules further sets out the factors that the Stock Exchange will consider in assessing an individual’s “relevant experience”: (1) length of employment with the issuer and other issuers and the roles he/she has undertaken; (2) familiarity with the Listing Rules and other relevant laws and regulations including the SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code; (3) relevant training taken and/or to be taken in addition to the minimum requirement under Rule 3.29 of the Listing Rules; and (4) professional qualifications in other jurisdictions. Our Company has appointed Ms. Xu as one of our joint company secretaries. Ms. Xu joined our Group in March 2022 and possesses relevant understanding and knowledge relating to the business operations, financial management and corporate culture of our Group. Ms. Xu has actively participated in the preparation of the application for the Listing and possesses experience in matters relating to our Board and corporate governance of our Company. Having considered Ms. Xu’s expertise and backgrounds, our Directors consider that Ms. Xu is capable of discharging the functions of a company secretary and is suitable to perform such role. As Ms. Xu currently does not possess the qualifications under Rule 3.28 of the Listing Rules, and may not be able to fulfill the requirements of the Listing Rules on her own, we have appointed Ms. Shum Kit Han ( Ҋᆎ㛮) (“Ms. Shum”), a Chartered Secretary, a Chartered Governance Professional, a fellow member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom, and a member of the executive committee of the Mexican Chamber of Commerce in Hong Kong, who is qualified under Rule 3.28 of the Listing Rules to act as the other company secretary and to work closely with and provide assistance to Ms. Xu for an initial period of three years commencing from the Listing Date. The following arrangements have been, or will be, put in place to assist Ms. Xu in acquiring the qualifications and experience as the joint company secretaries of our Company required under Rules 3.28 and 8.17 of the Listing Rules: (1) In the course of the preparation of the application for the Listing, Ms. Xu has been provided with a memorandum and has attended a training seminar on the respective obligations of our Directors and senior management and our Company under the relevant Hong Kong laws and the Listing Rules provided by our Hong Kong legal advisors. W AIVERS AND EXEMPTIONS –5 6– --- page 66 --- (2) In addition to the minimum training requirements under Rule 3.29 of the Listing Rules, our Company will ensure that Ms. Xu continues to have access to relevant training and support to familiarize herself with the Listing Rules and the duties of a company secretary of an issuer listed on the Stock Exchange, and to receive updates on the latest changes to the applicable Hong Kong laws, regulations and the Listing Rules. Furthermore, our Company will ensure that Ms. Xu and Ms. Shum will seek and have access to the advice from our Hong Kong legal advisors and other professional advisors as and when required. (3) Ms. Shum will assist Ms. Xu to acquire the “relevant experience” as required under Note 2 to Rule 3.28 of the Listing Rules and to discharge their duties as company secretaries. Ms. Xu will be assisted by Ms. Shum for an initial period of three years commencing from the Listing Date. As part of the arrangement, Ms. Shum will act as one of the joint company secretaries and communicate regularly with Ms. Xu on matters relating to corporate governance, the Listing Rules as well as other laws and regulations which are relevant to our Company. She will also assist Ms. Xu in organizing Board meetings and Shareholders’ meetings as well as other matters of our Company which are incidental to the duties of a company secretary. (4) Our Company has appointed the compliance advisor pursuant to Rule 3A.19 of the Listing Rules, which will act as our additional channel of communication with the Stock Exchange and provide professional guidance and advice to us and our joint company secretaries as to compliance with the Listing Rules and all other applicable laws and regulations. We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from strict compliance with the requirements of Rules 3.28 and 8.17 of the Listing Rules. Such waiver will be revoked immediately if and when Ms. Shum ceases to provide such assistance or ceases to meet the requirements under Rule 3.28 of the Listing Rules, or if there are material breaches of the Listing Rules by our Company during the three-year period from the Listing Date. We will liaise with the Stock Exchange before the end of the three-year period to enable it to assess whether Ms. Xu, having had the benefit of Ms. Shum’s assistance for three years, will have acquired the relevant experience within the meaning of Rule 3.28 of the Listing Rules so that a further waiver will not be necessary. See “Directors and Senior Management” for the biographical details of Ms. Xu and Ms. Shum. SUBSCRIPTIONS OF OFFER SHARES BY A CLOSE ASSOCIATE OF AN EXISTING SHAREHOLDER AS CORNERSTONE INVESTOR Rule 10.04 of the Listing Rules provides that a person who is an existing shareholder of the issuer may only subscribe for or purchase any securities for which listing is sought which are being marketed by or on behalf of a new applicant either in his or its own name or through nominees if the conditions in Rules 10.03(1) and (2) of the Listing Rules are fulfilled. The conditions in Rules 10.03(1) and (2) of the Listing Rules are that (a) no securities are offered to the existing shareholders on a preferential basis and no preferential treatment is given to them in the allocation of the securities; and (b) the minimum prescribed percentage of public shareholders required under the Listing Rules is achieved. Paragraph 1C(2) of Appendix F1 to the Listing Rules provides that, unless with the prior written consent of the Stock Exchange, no allocations will be permitted to directors or existing shareholders of the applicant or their close associates, whether in their own names or through nominees unless the conditions set out in Rules 10.03 and 10.04 of the Listing Rules are fulfilled. Chapter 4.15 of the Guide for New Listing Applicants provides that the Stock Exchange will consider giving consent and granting waiver from Rule 10.04 of the Listing Rules to an applicant’s existing shareholders or their close associates to participate in an initial public offering if any actual or perceived preferential treatment arising from their ability to influence the applicant during the allocation process can be addressed. As described in the section headed “Cornerstone Investors”, Longwei Hong Kong Company Limited (“Longwei HK”) is a close associate of Baolong Automotive, an existing minority Shareholder of the Company, and has entered into a cornerstone investment agreement with the Company. For further details of the cornerstone investment, please refer to the section headed “Cornerstone Investors”. W AIVERS AND EXEMPTIONS –5 7– --- page 67 --- We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from strict compliance with the requirements under Rule 10.04 of, and consent under paragraph 1C(2) of Appendix F1 to, the Listing Rules to allow Longwei HK to participate in the Global Offering as a cornerstone investor, subject to the following conditions: (i) Baolong Automotive has been a shareholder of our Company for more than five years. Longwei HK, being the wholly owned subsidiary of Baolong Automotive, is familiar with our Company’s business operations and development. Longwei HK’s proposed participation in the Global Offering reflects Baolong Automotive’s continued interest in our Company’s long-term development; (ii) the Offer Shares to be subscribed by and allotted to Longwei HK under the Global Offering will be allotted at the Offer Price; (iii) our Company and the Overall Coordinators have confirmed in writing that no preferential treatment has been, nor will be, given to Baolong Automotive or Longwei HK by virtue of their relationship with our Company in any allocation in the placing tranche of the Global Offering other than the preferential treatment of assured entitlement under a cornerstone investment following the principles set out in Chapter 4.15 of the Guide; and (iv) our Company has confirmed that the Longwei HK’s cornerstone investment agreement does not contain any material terms which are more favourable to Baolong Automative or Longwei HK than those in other cornerstone investment agreements. (v) the Joint Sponsors have confirmed that to the best of their knowledge and belief, they have no reason to believe that Baolong Automotive or Longwei HK received any preferential treatment in any allocation in the placing tranche of the Global Offering as a cornerstone investor by virtue of their relationship with our Company other than the preferential treatment of assured entitlement under a cornerstone investment following the principles set out in Chapter 4.15 of the Guide, and details of the allocation will be disclosed in our Company’s allotment results announcement; and (vi) the Joint Sponsors have further confirmed that based on their (a) discussions with our Company; (b) review of our Company’s latest shareholding chart; (c) review of the relevant corporate documents and agreements, (a) Baolong Automotive (1) has less than 5% voting rights in our Company immediately before the Global Offering; (2) is not, and, together with Longwei HK, will not be, a core connected person of our Company or its close associate immediately prior to or following the Global Offering; and (3) does not have the power to appoint our Company’s directors or any other special rights upon the Listing; and (b) the allocation to Longwei HK will not affect our Company’s ability to satisfy the public float requirement under Rule 19A.13A(1) of the Listing Rules. W AIVERS AND EXEMPTIONS –5 8– --- page 68 --- DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS This prospectus, for which our Directors (including any proposed director who is named as such in this prospectus) collectively and individually accept full responsibility, includes particulars given in compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the Listing Rules for the purpose of giving information to the public with regard to our Group. Our Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this prospectus misleading. CSRC FILING According to the Overseas Listing Trial Measures, we are required to complete the filing procedures with the CSRC in connection with the proposed Listing. We had submitted a filing to the CSRC for application for the Listing. The CSRC filing was completed on January 30, 2026. GLOBAL OFFERING This prospectus is published solely in connection with the Hong Kong Public Offering, which forms part of the Global Offering. For applicants under the Hong Kong Public Offering, this prospectus contains the terms and conditions of the Hong Kong Public Offering. The Hong Kong Offer Shares are offered solely on the basis of the information contained and representations made in this prospectus and on the terms and subject to the conditions set out herein and therein. No person is authorized to give any information in connection with the Global Offering or to make any representation not contained in this prospectus, and any information or representation not contained herein and therein must not be relied upon as having been authorized by our Company, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Capital Market Intermediaries, any of the Underwriters, any of our or their respective directors, officers, employees, agents or representatives of any of them or any other parties involved in the Global Offering. The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the Overall Coordinators. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the terms of the Hong Kong Underwriting Agreement, subject to agreement on the Offer Price between the Joint Sponsor-OCs (for themselves and on behalf of the Underwriters) and our Company. The International Offering is expected to be fully underwritten by the International Underwriters subject to the terms and conditions of the International Underwriting Agreement, which is expected to be entered into on or about Monday, June 15, 2026. See the section headed “Underwriting” for further information about the Underwriters and the underwriting arrangements. PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES The application procedures for the Hong Kong Offer Shares are set forth in “How to Apply for Hong Kong Offer Shares” in this prospectus. INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING –5 9– --- page 69 --- STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING Details of the structure of the Global Offering, including its conditions, are set forth in the section headed “Structure of the Global Offering” in this prospectus. RESTRICTIONS ON OFFER AND SALE OF SHARES Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will be required to, or be deemed by his acquisition of the Shares to, confirm that he is aware of the restrictions on offers and sales of the Hong Kong Offer Shares described in this prospectus. No action has been taken to permit a public offering of the Offer Shares or the distribution of this prospectus in any jurisdiction other than Hong Kong. Accordingly, without limitation to the following, this prospectus may not be used for the purpose of, and does not constitute, an offer or invitation in any jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer or invitation. The distribution of this prospectus and the offering and sales of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom. In particular, the Hong Kong Offer Shares have not been publicly offered or sold, directly or indirectly, in the PRC or the United States. APPLICATION FOR LISTING ON THE STOCK EXCHANGE We have applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in our H Shares in issue and to be issued pursuant to the Global Offering (including the additional H Shares which may be issued pursuant to the exercise of the Over-allotment Option and the conversion of the Unlisted Shares into H Shares as well as the Shares to be issued pursuant to the Pre-IPO Share Option Scheme). Dealings in the H Shares on the Stock Exchange are expected to commence on Wednesday, June 17, 2026. Save as disclosed in this prospectus, no part of our share or loan capital is listed on or dealt in on any other stock exchange and no such listing or permission to list is being or proposed to be sought on the Stock Exchange or any other stock exchange as of the date of this prospectus. All the Offer Shares will be registered on the H Share register of members of our Company in order to enable them to be traded on the Stock Exchange. Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any allotment made in respect of any application will be invalid if the listing of, and permission to deal in, the H Shares on the Stock Exchange is refused before the expiration of three weeks from the date of the closing of the application lists, or such longer period (not exceeding six weeks) as may, within the said three weeks, be notified to our Company by or on behalf of the Stock Exchange. PROFESSIONAL TAX ADVICE RECOMMENDED Potential investors in the Global Offering are recommended to consult their professional advisors as to the taxation implications of subscribing for, purchasing, holding or disposal of, and/or dealing in the H Shares or exercising rights attached to them. None of us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Capital Market Intermediaries, any of the Underwriters, any of our or their respective directors, officers, employees, agents or representatives of any of them or any other parties involved in the Global Offering accepts responsibility for any tax effects on, or liabilities of, any person resulting from the subscription, purchase, holding, disposition of, or dealing in, the H Shares or exercising any rights attached to them. OVER-ALLOTMENT OPTION AND STABILIZATION Details of the arrangements relating to the Over-allotment Option and stabilization are set out in the section headed “Structure of the Global Offering” in this prospectus. INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING –6 0– --- page 70 --- H SHARE REGISTER OF MEMBERS AND HONG KONG STAMP DUTY All of the H Shares issued pursuant to applications made in the Global Offering and converted from our Unlisted Shares will be registered on our H Share register of members to be maintained in Hong Kong by our H Share Registrar, Tricor Investor Services Limited. Our principal register of members will be maintained by us in the PRC. Dealings in the H Shares registered in our H Share register of members will be subject to Hong Kong stamp duty. H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the H Shares on the Stock Exchange or any other date as determined by HKSCC. Settlement of transactions between Exchange Participants is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made enabling the H Shares to be admitted into CCASS. Investors should seek the advice of their brokers or other professional advisors for details of those settlement arrangements as such arrangements may affect their rights and interests. EXCHANGE RATE CONVERSION Solely for convenience purposes, this prospectus contains translations among certain amounts denominated in Renminbi, Hong Kong dollars and U.S. dollars. No representation is made that any amounts could actually be converted into another currency at the rates indicated, or at all. Unless otherwise indicated: (i) the translation between Renminbi and Hong Kong dollars was based on the rate of RMB0.8699 to HK$1, the exchange rate prevailing on the Latest Practicable Date published by the PBOC for foreign exchange transactions, (ii) the translation between Renminbi and U.S. dollars was based on the rate of RMB6.8167 to US$1, the exchange rate prevailing on the Latest Practicable Date published by the PBOC for foreign exchange transactions, and (iii) the translations between U.S. dollars and Hong Kong dollars were based on the rate of US$1 to HK$7.8365, as calculated according to the rates indicated in (i) and (ii). LANGUAGE If there is any inconsistency between the English version of this prospectus and the Chinese translation of this prospectus, the English version of this prospectus shall prevail unless otherwise stated. However, if there is any inconsistency between the names of any of the entities mentioned in this English prospectus which are not in the English language and their English translations, the names in their respective original languages shall prevail. ROUNDING Any discrepancies in any table in this prospectus between total and sum of amounts listed therein are due to rounding. INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING –6 1– --- page 71 --- For further information of our Directors, please see the section headed “Directors and Senior Management” in this prospectus. DIRECTORS Name Address Nationality Executive Directors Dr. Li Mengxiong ( ҽྫྷඪ) No. 27, Jiangdong Road Zhangjiang Town Pudong New Area Shanghai PRC Chinese Mr. Zhu Shouteng ( ϡςᙜ) No. 101, No. 53 Lane 1010 Mingzhong Road Songjiang District Shanghai PRC Chinese Mr. Li Shuguang ( ҽᏣΈ) Room 708, No. 5 Lane 573, Dongfang Road Pudong New Area Shanghai PRC Chinese Ms. Xu Hongru (ν) Room 302, No. 296 Qixia Road Pudong New Area Shanghai PRC Chinese Non-executive Directors Mr. Ju Hua ( ᒴዏ) Room 2701, No. 73, Lane 1881 Dongfang Road Pudong New Area Shanghai PRC Chinese Mr. Sha Chongjiu (ɘ) 31-5-1001 Aolin Spring Lincui Road Chaoyang District Beijing PRC Chinese DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –6 2– --- page 72 --- Name Address Nationality Independent Non-executive Directors Mr. Chu Xiaowen ( Ⴃወ˖) Flat 10B, Block 10, Solaria 16 Fo Chun Road Tai Po New Territories Hong Kong Chinese (Hong Kong) Ms. Cheung Suet Fong (ٹFlat 1803, Fung Y am House On Y am Estate Kwai Chung New Territories Hong Kong Chinese (Hong Kong) Mr. Jie Donghui (ሾ) Room 1301, No. 4, Lane 910 Dingxiang Road Shanghai PRC Chinese PARTIES INVOLVED IN THE GLOBAL OFFERING Joint Sponsors China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong Guotai Junan Capital Limited 27/F Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong Joint Sponsor-OCs China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong Guotai Junan Securities (Hong Kong) Limited 27/F Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –6 3– --- page 73 --- Overall Coordinators China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong Guotai Junan Securities (Hong Kong) Limited 27/F Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong GF Securities (Hong Kong) Brokerage Limited 27/F, GF Tower 81 Lockhart Road Wan Chai Hong Kong Joint Global Coordinators China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong Guotai Junan Securities (Hong Kong) Limited 27/F Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong GF Securities (Hong Kong) Brokerage Limited 27/F, GF Tower 81 Lockhart Road Wan Chai Hong Kong Daiwa Capital Markets Hong Kong Limited Level 28, One Pacific Place 88 Queensway Hong Kong Joint Bookrunners China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –6 4– --- page 74 --- Guotai Junan Securities (Hong Kong) Limited 27/F Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong GF Securities (Hong Kong) Brokerage Limited 27/F, GF Tower 81 Lockhart Road Wan Chai Hong Kong Daiwa Capital Markets Hong Kong Limited Level 28, One Pacific Place 88 Queensway Hong Kong ABCI Capital Limited 11/F, Agricultural Bank of China Tower 50 Connaught Road Central Hong Kong Futu Securities International (Hong Kong) Limited 34/F, United Centre No. 95 Queensway Admiralty Hong Kong Tiger Brokers (HK) Global Limited 23/F, Li Po Chun Chambers 189 Des V oeux Road Central Hong Kong SPDB International Capital Limited 33/F, SPD Bank Tower One Hennessy, 1 Hennessy Road Hong Kong CMBC Securities Company Limited 34/F., One Exchange Square 8 Connaught Place Central Hong Kong Shanxi Securities International Limited Unit A, 29/F Tower 1, Admiralty Center 18 Harcourt Road Admiralty Hong Kong DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –6 5– --- page 75 --- Joint Lead Managers China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong Guotai Junan Securities (Hong Kong) Limited 27/F Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong GF Securities (Hong Kong) Brokerage Limited 27/F, GF Tower 81 Lockhart Road Wan Chai Hong Kong Daiwa Capital Markets Hong Kong Limited Level 28, One Pacific Place 88 Queensway Hong Kong ABCI Securities Company Limited 10/F, Agricultural Bank of China Tower, 50 Connaught Road Central Hong Kong Futu Securities International (Hong Kong) Limited 34/F, United Centre No. 95 Queensway Admiralty Hong Kong Tiger Brokers (HK) Global Limited 23/F, Li Po Chun Chambers 189 Des V oeux Road Central Hong Kong SPDB International Capital Limited 33/F, SPD Bank Tower One Hennessy, 1 Hennessy Road Hong Kong DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –6 6– --- page 76 --- CMBC Securities Company Limited 34/F., One Exchange Square 8 Connaught Place Central Hong Kong Shanxi Securities International Limited Unit A, 29/F Tower 1, Admiralty Center 18 Harcourt Road Admiralty Hong Kong Capital Market Intermediaries China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong Guotai Junan Securities (Hong Kong) Limited 27/F Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong GF Securities (Hong Kong) Brokerage Limited 27/F, GF Tower 81 Lockhart Road Wan Chai Hong Kong Daiwa Capital Markets Hong Kong Limited Level 28, One Pacific Place 88 Queensway Hong Kong ABCI Capital Limited 11/F, Agricultural Bank of China Tower 50 Connaught Road Central Hong Kong ABCI Securities Company Limited 10/F, Agricultural Bank of China Tower, 50 Connaught Road Central Hong Kong DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –6 7– --- page 77 --- Futu Securities International (Hong Kong) Limited 34/F, United Centre No. 95 Queensway Admiralty Hong Kong Tiger Brokers (HK) Global Limited 23/F, Li Po Chun Chambers 189 Des V oeux Road Central Hong Kong SPDB International Capital Limited 33/F, SPD Bank Tower One Hennessy, 1 Hennessy Road Hong Kong CMBC Securities Company Limited 34/F., One Exchange Square 8 Connaught Place Central Hong Kong Shanxi Securities International Limited Unit A, 29/F Tower 1, Admiralty Center 18 Harcourt Road Admiralty Hong Kong Legal Advisors to our Company As to Hong Kong and U.S. laws: Baker & McKenzie 14/F, One Taikoo Place 979 King’s Road Quarry Bay Hong Kong As to PRC law: King & Wood 17th Floor, One ICC, Shanghai ICC 999 Huai Hai Road Xuhui District Shanghai, 200031 PRC As to international sanction law: DLA Piper Singapore Pte. Ltd. 80 Raffles Place #48-01 UOB Plaza 1 Singapore 048624 DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –6 8– --- page 78 --- Legal Advisors to the Joint Sponsors and the Underwriters As to Hong Kong laws: Jingtian & Gongcheng LLP Suites 3203-3209, 32/F, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong As to PRC law: Zhong Lun Law Firm 10/11/16/17F, Two IFC 8 Century Avenue Pudong New Area Shanghai PRC Auditors and Reporting Accountants KPMG Certified Public Accountants Public Interest Entity Auditor registered in accordance with the Accounting and Financial Reporting Council Ordinance 8th Floor, Prince’s Building Central Hong Kong Independent Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. 2504 Wheelock Square 1717 Nanjing West Road Shanghai, 200040 PRC Receiving Banks CMB Wing Lung Bank Limited 45 Des V oeux Road Central Hong Kong Bank of Communications Co., Ltd. Hong Kong Branch Unit B B/F & G/F, Unit C G/F, 1-3/F 16/F Room 01 & 18/F, Wheelock House 20 Pedder Street Central Hong Kong Compliance Advisor Maxa Capital Limited Unit 2602, 26/F, Golden Centre 188 Des V oeux Road Central Sheung Wan Hong Kong DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING –6 9– --- page 79 --- Registered Office Room 215, P4 Comprehensive Building No. 20 Xishi Road Wangzhuang Subdistrict Xinwu District Wuxi, Jiangsu Province PRC Headquarter and Principal Place of Business in the PRC Room 601, Building 10 Lane 198, Zhangheng Road Pudong New Area Shanghai PRC Principal Place of Business in Hong Kong Room 1912, 19/F Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong Company’s Website https://www.senasic.com/ (information contained in this website does not form part of this prospectus) Joint Company Secretaries Ms. Xu Y alei ( ஢ඩᑜɾɻ) Room 102, No. 72 Runan Street, Huangpu District Shanghai PRC Ms. Shum Kit Han ( Ҋᆎ㛮ɾɻ) Room 1912, 19/F, Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong Authorized Representatives Dr. Li Mengxiong ( ҽྫྷඪ௹ɻ) No. 27, Jiangdong Road Zhangjiang Town Pudong New District Shanghai PRC Ms. Xu Y alei ( ஢ඩᑜɾɻ) Room 102, No. 72 Runan Street, Huangpu District Shanghai PRC Audit Committee Ms. Cheung Suet Fong (ɾɻ) (Chairman) Mr. Jie Donghui (ሾ΋͛) Mr. Chu Xiaowen ( Ⴃወ˖΋͛) Nomination Committee Dr. Li Mengxiong ( ҽྫྷඪ௹ɻ) (Chairman) Mr. Jie Donghui (ሾ΋͛) Ms. Cheung Suet Fong (ɾɻ) CORPORATE INFORMATION –7 0– --- page 80 --- Remuneration and Appraisal Committee Mr. Jie Donghui (ሾ΋͛) (Chairman) Mr. Chu Xiaowen ( Ⴃወ˖΋͛) Dr. Li Mengxiong ( ҽྫྷඪ௹ɻ) Compliance Adviser Maxa Capital Limited Unit 2602 26/F, Golden Centre 188 Des V oeux Road Central Sheung Wan Hong Kong H Share Registrar Tricor Investor Services Limited 17/F, Far East Finance Centre 16 Harcourt Road Hong Kong Principal Banks China Merchants Bank Nanjing Branch Zhaoyin Building, No. 199 Lushan Road Jianye District Nanjing City, Jiangsu Province PRC Bank of Communications Jiangsu Branch No. 218, Lushan Road Jianye District Nanjing City, Jiangsu Province PRC CORPORATE INFORMATION –7 1– --- page 81 --- The information and statistics set out in this section and other sections of this prospectus were extracted from the report prepared by Frost & Sullivan, which was commissioned by us, and from various official government publications and other publicly available publications. We engaged Frost & Sullivan to prepare the F&S Report, an independent industry report, in connection with the Global Offering. We believe that these sources are appropriate sources for such information and statistics and reasonable care has been exercised by us in selecting and identifying the named information sources, compiling, extracting and reproducing the information, and ensuring no material omission of the information. The information from official government sources has not been independently verified by us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the Capital Market Intermediaries or any of our or their respective directors, senior management, representatives or any other person involved in the Global Offering and no representation is given as to its accuracy. SOURCE OF INFORMATION We commissioned Frost & Sullivan to conduct market research on Global and China’s wireless sensor SoC industry and prepare the F&S report. Frost & Sullivan is an independent global consulting firm founded in 1961 in New Y ork that offers industry research and market strategies. We have contracted to pay RMB645,000 to Frost & Sullivan for compiling the F&S report. In preparing the F&S report, Frost & Sullivan conducted detailed primary research which involved discussing the status of the industry with certain leading industry participants and conducting interviews with relevant parties. Frost & Sullivan also conducted secondary research which involved reviewing company reports, independent research reports and data based on its own research database. Frost & Sullivan obtained the figures for the estimated total market size from historical data analysis plotted against macroeconomic data as well as considered the above-mentioned industry key drivers. Its market engineering forecasting methodology integrates several forecasting techniques with the market engineering measurement-based system and relies on the expertise of the analyst team in integrating the critical market elements investigated during the research phase of the project. These elements primarily include expert-opinion forecasting methodology, integration of market drivers and restraints, integration with the market challenges, integration of the market engineering measurement trends and integration of econometric variables. The F&S report is compiled based on the following assumptions: (1) the social, economic and political environment of the globe and the PRC is likely to remain stable in the forecast period; and (2) related industry key drivers are likely to drive the market in the forecast period. OVERVIEW OF GLOBAL AND CHINA’S WIRELESS SENSOR SOC INDUSTRY Definition of Wireless Sensor SoC Sensor SoC is a miniaturized electronic device, similar to a device’s “sensing organ.” It detects specific physical quantities such as voltage, current, impedance, temperature, pressure, humidity and light and converts them into electrical signals that can be recognized and processed by electronic systems. Wireless sensor SoC builds upon traditional sensor SoC by further integrating a low-power wireless communication module and edge computing capabilities. Through system-level integration, a wireless sensor SoC integrates the necessary components and subsystems for wireless sensing onto a single microchip, providing not only physical parameter sensing capabilities but also local data processing and wireless transmission. By highly integrating sensing, computing and communication, wireless sensor SoC offers a unified, lightweight and low-power sensing platform for various applications, including automotive, industrial and energy storage scenarios. Value Chain Analysis of Wireless Sensor SoC Industry The following represents the value chain of the wireless sensor SoC industry. INDUSTRY OVERVIEW –7 2– --- page 82 --- Value Chain of Wireless Sensor SoC Industry Upstream Downstream Application Scenarios Automotive … … Midstream SoC Architecture Design … … Semiconductor Materials Silicon Wafers … … Industrial SoC Packaging Materials Design Tools EDA Software … … Semiconductor Manufacturing Equipment System-level Integration Wafer Manufacturing Testing Phases Wireless Sensor SoC Design and Manufacturing Energy Storage Popularization of Smart Sensor and Development of Edge Intelligence Source: Frost & Sullivan Market Size of Global and China’s Wireless Sensor SoC Industry Sensor SoCs across different downstream industries differ in functions and structure. Automotive applications require the highest standards in functional safety, reliability and lifecycle, typically incorporating redundancy and robust real-time performance. Energy storage applications focus on high-accuracy sensing, battery safety monitoring and system stability within complex, high-density battery architectures, with designs optimized for reliable operation. Industrial applications emphasize precision and reliability in monitoring, while also requiring strong compatibility with Industrial IoT systems and flexible interface support to adapt to diverse and evolving manufacturing environments. Wireless sensor SoCs are poised for sustained demand growth as industries move toward more intelligent and flexible sensing solutions. The following chart illustrates the global and China’s historical and forecast revenue of wireless sensor SoC industry from 2021 to 2030: Market Size of Wireless Sensor SoC Industry by Revenue (Global and China), 2021-2030E 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E RMB Billion Automotive Wireless Sensor SoC Other Wireless Sensor SoC (Industrial and Energy Storage) 20.0% 55.3% 88.0% 51.8% Global Wireless Sensor SoC 37.1% 53.4% CAGR 2021-2025 CAGR 2026E-2030E 0 10 20 30 40 50 60 1.9 2.3 3.2 4.9 6.8 9.7 13.6 20.5 34.5 53.8 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E RMB Billion Automotive Wireless Sensor SoC Other Wireless Sensor SoC (Industrial and Energy Storage) 18.9% 72.8% 102.6% 63.7% China’s Wireless Sensor SoC 35.6% 68.1% CAGR 2021-2025 CAGR 2026E-2030E 0 5 10 15 20 25 30 0.7 0.9 1.2 1.8 2.5 3.6 5.3 8.6 17.1 28.9 Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan Competitive Landscape of Global Wireless Sensor SoC Industry The global wireless sensor SoC industry is still in its early stages of development, with market players actively exploring applications and refining solutions. Some traditional international sensor chip companies are gradually extending their portfolios to include wireless sensor SoCs. Meanwhile, some startups are emerging, focusing on integrated design and cost-effective solutions tailored for different scenarios. This evolving landscape reflects both technological convergence and growing competition. INDUSTRY OVERVIEW –7 3– --- page 83 --- OVERVIEW OF GLOBAL AND CHINA’S WIRELESS SENSOR SOC INDUSTRY— AUTOMOTIVE APPLICATION Introduction of Automotive-grade SoCs Automotive-grade chips refer to integrated circuits that are designed, manufactured and tested according to rigorous automotive industry standards. These chips are capable of operating reliably under extreme temperatures, EMI, humidity fluctuations and must meet stringent requirements for high reliability, long lifespan and functional safety. Automotive chips are critical components supporting autonomous driving, smart cockpits, chassis control, powertrains and body electronics, and are fundamental to intelligent and electrified mobility. Automotive-grade SoCs are specifically designed, manufactured, packaged and tested to meet the stringent requirements of automobiles. Compared to consumer and industrial SoCs, they are held to significantly higher standards in terms of performance, functional safety, reliability and longevity. Automotive-grade SoCs typically comply with certifications such as AEC-Q100 for reliability and ISO 26262 ASIL D for road vehicles functional safety and are developed under IA TF 16949 quality management systems to ensure stable and safe operation throughout the vehicle’s lifespan. Introduction of Automotive Sensor SoCs Automotive sensor SoCs are embedded semiconductor devices that integrate sensing, signal processing, and communication modules to monitor real-time operating conditions of various subsystems in a vehicle. They are widely distributed across the automobile to collect critical data that supports safety, energy management and intelligent control. Automotive sensor SoCs can be classified in terms of connectivity (wireless and wired sensor SoCs) or functions (e.g., TPMS, BMS/BPS, USI SoCs etc.). TPMS SoCs, BPS SoCs, and USI SoCs are all subsets of the broader automotive sensor SoCs market, which encompasses integrated chips designed to process, control and transmit data collected from various vehicle sensors to enhance driving safety, energy efficiency and comfort. The following picture illustrates the major sensor SoCs being used on the automobile: Classification of Automotive Wireless Sensor SoCs BMS & BPS Sensor SoCs: Monitor battery voltage, current, temperature and sometimes internal pressure or gas leakage, helping maintain optimal charging and discharging conditions. TPMS SoCs: Measure tire pressure, transmitting data wirelessly to the vehicle’s ECU to ensure driving safety and early fault detection. USI SoCs: Integrate multiple sensor interfaces to process data including pressure, temperature, humidity and position, typically applied in systems such as air conditioning, braking, passenger cabin and powertrain. CategoryClassification Basis Wireless Sensor SoCs By Connectivity Wired Sensor SoCs TPMS SoCs By Function BMS BPS Sensor SoCs USI SoCs TPMS SoCs (Tire Pressure Monitoring System SoCs) represent one of the most established categories within this market. These chips integrate pressure sensing with wireless transmission and power management, enabling real-time tire condition monitoring. At present, TPMS SoCs have no direct substitutes, and vehicles are either equipped with such sensor SoCs or not. The global adoption of TPMS SoCs has steadily increased due to safety considerations and consumer awareness. INDUSTRY OVERVIEW –7 4– --- page 84 --- BPS SoCs (Battery Pressure Sensor SoCs) are a more recent application, primarily designed to monitor air pressure within electric vehicle battery packs. They provide critical data for battery safety and performance management. There is currently no integrated SoC alternative that offers the same compactness, accuracy and system-level safety performance. Penetration rate of BPS SoCs remains relatively low, with approximately 25% of new vehicles currently equipped in 2025, though the adoption rate is expected to increase alongside NEV safety requirements. USI SoCs (Universal Sensor Interface SoCs) are another specialized segment, integrating multiple sensor interfaces to process data such as pressure, temperature, humidity and position in systems such as air conditioning, braking, passenger cabin and powertrain control. Given their high integration level and ability to connect diverse sensor types, there are few comparable products in the market that can fully replace USI SoCs’ versatility and performance. The smart elements of automotive sensor SoCs lie in their ability to intelligently sense, process, and transmit real-time data to improve vehicle safety and enhance driving comfort. These SoCs integrate on-chip signal conditioning, data fusion and self-diagnostic capabilities, enabling precise monitoring of parameters such as tire pressure, battery status, cabin climate and braking force. By converting raw sensor signals into actionable information, they support advanced safety features such as stability control, tire pressure warning and battery safety control, while optimizing energy efficiency and passenger comfort through adaptive system responses. Definition of Automotive Wireless Sensor SoCs Automotive wireless sensor SoCs are a specialized type of automotive-grade SoCs designed for real-time environmental sensing and short-range wireless communication. Integrated into in-vehicle sensors, they collect key data such as voltage, current, impedance, tire pressure, temperature, humidity, acceleration and gas concentration. These SoCs incorporate sensor interfaces, microcontrollers, wireless transceivers (e.g., Bluetooth, ultra wide band (“UWB”)) and low-power processing units into a compact package. By enabling wireless data acquisition, edge processing and communication with domain controllers or central electronic control units, they help reduce wiring complexity and enhance system flexibility. Currently, wireless TPMS SoCs represent the most established application scenario within the automotive wireless sensor SoCs. Other automotive wireless sensor SoCs, such as wBMS SoCs, remain in the initial phase of mass production. Market Size of Global and China’s Automotive Wireless Sensor SoC Industry The following chart illustrates the global and China’s historical and forecast revenue of automotive wireless sensor SoC industry from 2021 to 2030: Market Size of Automotive Wireless Sensor SoC Industry by Revenue (Global and China), 2021-2030E 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E RMB Billion Global Automotive Wireless Sensor SoC 20.0% 55.3% CAGR 2021-2025 CAGR 2026E-2030E 1.7 1.9 2.3 2.9 3.4 4.3 5.6 7.8 14.7 25.1 0 5 10 15 20 25 30 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E RMB Billion China’s Automotive Wireless Sensor SoC 18.9% 72.8% CAGR 2021-2025 CAGR 2026E-2030E 0 5 10 15 0.7 0.8 0.9 1.1 1.3 1.7 2.2 3.4 7.8 14.9 Source: China Association of Automobile Manufacturers; Interviews with industry experts by Frost & Sullivan; Frost & Sullivan INDUSTRY OVERVIEW –7 5– --- page 85 --- Overview of Wireless Tire Pressure Monitoring System SoCs A wireless TPMS SoC refers to a highly integrated semiconductor chip specifically designed for automotive tire pressure monitoring systems. Countries and regions including Europe, the United States and China have introduced regulations related to TPMS: Country/Region the U.S. Major Regulation related to TPMS In 2005, the U.S. National Highway Traffic Safety Administration (“NHTSA”) issued “Federal Motor Vehicle Safety Standard (“FMVSS”) No. 138: Tire Pressure Monitoring Systems.” This regulation mandates that, starting from September 2007, all new passenger vehicles, light trucks and buses with a gross vehicle weight rating of 10,000 pounds or less must be equipped with TPMS. China China introduced its own standard with the release of Performance Requirements and Test Methods of Tire Pressure Monitoring System for Passenger Cars (GB 26149-2017) in 2017. According to this standard, since 2019, Chinese regulations have required all newly approved passenger vehicles to be equipped with TPMS and starting in 2020, TPMS installation has become mandatory for all passenger vehicles in production. the EU In 2009, the European Parliament and the Council of the European Union adopted Regulation (EC) No 661/2009, which mandates the installation of TPMS in vehicles. According to the regulation, starting from November 1, 2012, new passenger vehicle models without TPMS cannot receive type approval. From November 1, 2014, all new passenger vehicles sold or registered in the EU must be equipped with TPMS. In recent years, the EU expanded TPMS requirements to cover additional vehicle categories under Regulation (EU) 2019/2144 (General Safety Regulation II). TPMS has become mandatory for new trucks, trailers, buses and coaches. Starting from July 2022, the regulation applies to new type approvals and from July 2024, all newly registered vehicles in these categories must be equipped with functional TPMS. Source: Frost & Sullivan Market Size of Global and China’s Wireless TPMS SoC Industry With the continuous improvement of global regulations and standards related to TPMS, the global and China’s wireless TPMS SoC industry have experienced continuous growth in the past five years, and are expected to further expand in the next five years. The following chart illustrates the global and China’s historical and forecast revenue of wireless TPMS SoC industry from 2021 to 2030: Market Size of Wireless TPMS SoC Industry by Revenue (Global and China), 2021-2030E 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E RMB Billion Global Wireless TPMS SoC 17.3% 17.8% CAGR 2021-2025 CAGR 2026E-2030E 0 1 2 3 4 5 6 7 8 0 1 2 3 4 5 6 7 8 1.6 1.8 2.2 2.7 3.1 3.7 4.6 5.4 6.3 7.2 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E RMB Billion China’s Wireless TPMS SoC 16.4% 14.4% CAGR 2021-2025 CAGR 2026E-2030E 0.0 0.5 1.0 1.5 2.0 2.5 0.0 0.5 1.0 1.5 2.0 2.5 0.7 0.7 0.9 1.1 1.2 1.5 1.8 2.0 2.3 2.5 Source: China Association of Automobile Manufacturers; Interviews with industry experts by Frost & Sullivan; Frost & Sullivan Overview of Automotive Wireless Battery Monitoring System SoCs wBMS SoC refers to a highly integrated chip designed for battery management systems. It combines functions including battery state monitoring, signal conditioning, edge computing and low-power wireless communication and is suitable for new NEV power batteries as well as energy storage batteries. INDUSTRY OVERVIEW –7 6– --- page 86 --- Compared with traditional wired BMS sensor chips, wBMS sensor chips are expected to simplify system design by adopting low-voltage processes and eliminating wiring through wireless connectivity. Once mass-produced, they will likely reduce manufacturing and integration costs while enabling synchronous sampling and cell-level sensor fusion for higher data accuracy and granularity. Their modular architecture will also enhance system scalability and enable full lifecycle monitoring of individual battery cells. Driven by the pursuit of cost efficiency, technology upgrades and compliance with stricter safety regulations, wBMS sensor chips are expected to become a mainstream solution in next-generation BMS, especially in NEVs and energy storage systems. Comparison of Wired BMS and wBMS Sensor Chips Comparison Dimension Traceability Wired BMS Sensor Chips wBMS Sensor Chips Unable to realize lifecycle traceability of the battery cell Enhancing lifecycle traceability and safety Wiring and Layout Complexity Relies on large amounts of wiring, complex layout and high production process requirements Significantly simplifies wiring and connections, reducing layout complexity and failure rate Manufacturing Process and Costs Requires high-voltage process, higher system cost Uses low-voltage wafer process, simplified assembly, lower system costs Reliability & Scalability Complex system, limited reliability and scalability Modular design, simplified architecture, better scalability and ease of maintenance Sampling Method Serial sampling, asynchronous voltage data Supports synchronous sampling, improves SoC accuracy Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan In wBMS architectures, multi-channel sampling refers to one sensor chip managing multiple battery cells, while single-channel sampling means one sensor chip corresponds to a single cell. Multi-channel sampling faces challenges such as complex manual assembly and limited sensor integration. In contrast, single-channel sampling solutions, featuring higher chip-level integration, are more compatible with full automation, enabling improved consistency, finer sensor fusion at the cell level and the potential for lower system costs once large-scale production is realized. Looking ahead, single-channel sampling is expected to be favored for its integration advantages and scalability, especially in next-generation wBMS systems which require high granularity and automated manufacturing. Comparison of Multi-Channel Sampling and Single-Channel Sampling Comparison Dimension Multi-Cell Mode (Multi-Channel Sampling) Single-Cell Mode (Single-Channel Sampling) Costs (based on post mass-production) Relatively higher overall system cost than single-channel sampling Higher integration, potential for lower system cost Assembly Complexity Requires certain manual operations of connector and wiring Enables full-automation assembly, improving consistency and efficiency Lifecycle Management Challenges tracking battery cell status across full lifecycle Better lifecycle management, cell status is traceable across all stages Sensor Fusion Capability Difficult to support multi-sensor integration Multi-sensor integration in a single chip, easier sensor fusion, enabling better sensing accuracy Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan INDUSTRY OVERVIEW –7 7– --- page 87 --- Market Size of Global and China’s Automotive wBMS SoC Industry The following chart illustrates the global and China’s forecast revenue of wBMS SoC industry from 2027 to 2030: Market Size of wBMS SoC Industry by Revenue (Global and China), 2027E-2030E RMB Billion Global wBMS SoC 607.4% 334.2% 457.5% CAGR 2027E-2030E Automotive Energy Storage 2027E 2028E 2029E 2030E 0.1 1.8 10.2 22.2 0 5 10 15 20 25 0 5 10 15 20 RMB Billion China’s wBMS SoC 558.7% 315.7% 430.0% CAGR 2027E-2030E Automotive Energy Storage 2027E 2028E 2029E 2030E 0.1 1.5 7.7 16.5 0 5 10 15 20 Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan The adoption of automotive wBMS SoCs is set to grow continuously in the coming years, driven by the shift toward high-voltage EV platforms, modular battery designs and automotive OEMs’ demand for reduced wiring, improved scalability and cost efficiency. The worldwide and China’s penetration rate of automotive wBMS SoCs is expected to increase from less than 1% in 2027 to approximately 30% by 2030. Leveraging its strengths in power battery and NEV development, China’s automotive wBMS SoC market size is expected to grow rapidly. The following chart illustrates the global and China’s forecast revenue of automotive wBMS SoC industry from 2027 to 2030: Market Size of Automotive wBMS SoC Industry by Revenue (Global and China), 2027E-2030E 2027E 2028E 2029E 2030E RMB Billion Global Automotive wBMS SoC 607.4% CAGR 2027E-2030E 0.04 1.0 6.3 15.2 0 2 4 6 8 10 12 14 16 2027E 2028E 2029E 2030E RMB Billion China’s Automotive wBMS SoC 558.7% CAGR 2027E-2030E 0.04 0.8 4.8 11.4 0 1 2 3 4 5 6 7 8 9 10 11 12 Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan The market size of automotive wired BMS sensor chips has grown steadily in recent years, driven by the rapid penetration of NEVs and the increasing demand for battery management system precision and safety. However, as wBMS technology gradually gains adoption, the market size of automotive wired BMS sensor chips is expected to moderately decline in the coming years, reflecting a technological shift toward more flexible and efficient battery management architectures. INDUSTRY OVERVIEW –7 8– --- page 88 --- Market Size of Automotive Wired BMS Sensor Chip Industry by Revenue (Global and China), 2021-2030E RMB Billion 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8 Global Automotive Wired BMS Sensor Chip 37.9% 3.2% CAGR 2021-2025 CAGR 2026E-2030E 0.3 0.5 0.6 0.8 0.9 1.2 1.5 1.7 1.6 1.4 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E RMB Billion China’s Automotive Wired BMS Sensor Chip 46.6% 4.5% CAGR 2021-2025 CAGR 2026E-2030E 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 0.0 0.5 1.0 1.5 0.1 0.3 0.3 0.5 0.6 0.8 1.0 1.2 1.1 0.9 Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan Market Drivers and Developing Trends Analysis of Automotive Wireless Sensor SoC Industry NEV growth and battery safety fuel wireless sensor SoC evolution Amid the global transition to cleaner energy systems, the growing adoption of NEVs is driving strong demand for automotive sensor SoCs, particularly those leveraging wireless technologies. Wireless sensor SoCs used in applications such as wireless TPMS and wBMS are becoming key industry trends, gradually replacing traditional wired architectures due to their complexity and added weight. For instance, low-power Bluetooth SoCs in TPMS not only reduce wiring but also contribute to vehicle weight reduction and extended driving range. Similarly, wBMS SoCs improve system reliability and monitoring precision while significantly simplifying electrical layouts. As wireless sensor technologies continue to mature and prove their value, the adoption of wireless sensor SoCs is expected to accelerate, driving the automotive industry toward greater levels of lightweighting, digitalization and energy efficiency. Regulatory mandates fuel the rise of wireless sensor SoCs in vehicles Regulatory mandates and safety standards are accelerating the adoption of wireless sensor SoCs in the automotive sector. Tighter global regulations on vehicle safety, energy efficiency, and environmental impact are directly driving the integration of wireless sensing technologies. In China, mandatory TPMS requirements have significantly increased TPMS penetration, while strengthening global BMS regulations continue to stimulate advances in related sensing technologies. For instance, China’s GB 38031-2025 Safety Requirements for Power Batteries for Electric V ehicles (Ӌ), which will take effect in July 2026, and the EU’s New Battery Regulation, adopted in 2023 and fully effective in August 2025, introduce new requirements for battery safety, monitoring and lifecycle management. While neither regulation mandates the installation of wBMS SoCs, both create conditions that are expected to accelerate their adoption. China’s GB 38031-2025 raises safety thresholds by replacing the previous requirement of providing an early warning signal at least five minutes before a fire or explosion with a new requirement of ensuring “no fire and no explosion” (while still requiring thermal event warnings), and adding bottom impact tests to evaluate structural safety. These tighter standards increase the need for faster, near-cell detection of abnormal thermal events. With wired BMS sensor solutions facing limitations in wiring length, cost and layout for dense sensing, wBMS SoCs are expected to be adopted to enable more responsive monitoring and improved safety coordination under the strengthened regulatory framework. The EU regulation requires battery passports and enhanced lifecycle traceability, stipulating that from February 18, 2027, electric-vehicle batteries, Light-Means-of-Transport (“LMT”) batteries, and rechargeable industrial batteries with a capacity above 2 kWh must carry a battery passport containing information such as the battery model, manufacturer, carbon footprint, recycled content and performance. These detailed, cell-level and continuous traceability requirements are difficult to meet with wired BMS sensor solutions, whereas wBMS SoCs offer more flexible and granular sensing that aligns with the data INDUSTRY OVERVIEW –7 9– --- page 89 --- and monitoring needs of the battery-passport framework. These tightening standards, combined with the shift toward high-voltage, high-energy-density systems, are accelerating the deployment of wBMS SoCs that offer real-time data, simplified design and enhanced safety coordination. Wireless sensor SoCs drive smart and lightweight vehicle design The growing complexity of intelligent vehicle functions and the industry shift toward centralized E/E architectures are accelerating the adoption of wireless sensor SoCs in automotive applications. Wireless sensor SoCs, leveraging technologies such as Bluetooth and UWB, offer clear advantages in reducing cable complexity, enabling lightweight design and supporting low-latency, scalable communication. These solutions align well with centralized computing platforms, where flexible integration of sensor data is essential. With continued technological advancements, wireless sensor SoCs are expected to play a key role in enabling modular, intelligent and lightweight vehicle architectures. Battery architecture evolution accelerates adoption of wBMS SoCs As power batteries evolve toward higher energy density, larger cell sizes and greater reliability, traditional wired BMS architectures face mounting challenges in terms of wiring complexity, failure risk and maintainability. The shift toward simplified battery structures, with fewer, larger cells, makes wBMS SoC increasingly attractive. By eliminating signal cabling, wBMS SoCs reduce system complexity, streamline assembly and improve packaging efficiency. It also enhances monitoring accuracy and reliability, which is critical for managing large-format cells and controlling thermal propagation. In addition, wireless architectures enable greater modularity and smarter battery system management, aligning well with the future direction of software-defined vehicles. Multi-scenario integration drives the emergence of platform-based wireless sensor SoCs Automotive wireless sensor SoCs are evolving toward multi-scenario integration, giving rise to a “platform-based” development path. SoC makers are increasingly designing versatile SoCs that combine universal sensor interfaces, ultra-low-power wireless connectivity and embedded intelligence. These platform-based SoCs offer high configurability and adaptability, enabling seamless integration across various automotive subsystems. Their core technologies also align well with requirements in adjacent sectors such as industrial automation and energy storage, facilitating cross-industry design reuse. Competitive Landscape of Wireless Automotive SoC Industry The global market size of wireless automotive sensor SoCs reached approximately RMB3.4 billion in 2025. Automotive wireless sensor SoCs primarily include wireless TPMS SoCs, currently the most mature and widely adopted category, as well as other segments, such as wBMS SoCs, which are still in the initial phase of mass production. The top five providers collectively accounted for 69.9% of the global market in 2025. The Company generated RMB291.2 million in revenue from wireless automotive sensor SoCs, ranking third with a market share of 8.5% in the industry in 2025. The market size of wireless automotive sensor SoCs in China reached approximately RMB1,340.0 million in 2025. The top five providers collectively accounted for 62.1% of the China’s market. The Company ranked first with a market share of 21.6% in China’s wireless automotive sensor SoC industry in 2025. Top 5 Wireless Automotive Sensor SoC Providers by Revenue (Global and China), 2025 0.000000 333.333333 666.666667 1000.000000 1333.333333 1666.666667 1 2 3 4 5 Ranking Company Revenue (RMB Million) Global Market Share Company A Company B The Company Company C Company D 1,030.0 735.0 291.2 240.0 110.0 29.9% 21.4% 8.5% 7.0% 3.2% 69.9%Subtotal 0 100 200 300 400 500 1 2 3 4 5 Ranking Company Revenue (RMB Million) China Market Share The Company Company A Company B Company C Company D 289.9 230.0 200.0 75.0 37.0 21.6% 17.2% 14.9% 5.6% 2.8% 62.1%Subtotal INDUSTRY OVERVIEW –8 0– --- page 90 --- Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan (1) Founded in 1999 and headquartered in Germany, Company A is a global semiconductor company listed on the Frankfurt Stock Exchange and also traded on the U.S. OTCQX International market. The company develops, manufactures, and markets a wide range of semiconductor-based products and solutions, including microcontrollers, power semiconductors, and sensors. Its portfolio also encompasses wireless automotive sensor SoCs, such as wireless automotive TPMS SoCs, which enhance vehicle safety and efficiency. (2) Founded in 1916 and headquartered in the United States, Company B is a global industrial technology company listed on the New Y ork Stock Exchange. It provides a broad range of sensors, controllers, and power management solutions for critical applications across the automotive, industrial, and aerospace sectors, including wireless automotive sensor SoCs. The TPMS SoCs of Company B are primarily supplied for its own modules. (3) Founded in 2006 and headquartered in the Netherlands, Company C is a global semiconductor company listed on NASDAQ. The company focuses on automotive and industrial semiconductors, offering solutions spanning sensors, microcontrollers, and secure connectivity to address automotive functional safety requirements. Its product lineup also includes wireless automotive sensor SoCs. (4) Founded in 1988 and headquartered in Belgium, Company D is a semiconductor solutions provider listed on Euronext Brussels Exchange. The company develops products for the automotive, industrial, and consumer electronics sectors, with a strong emphasis on sensor and driver ICs. Its portfolio also includes wireless automotive sensor SoCs, delivering advanced sensing and wireless communication solutions to vehicles. (5) As the Company’s wBMS SoCs were still in the pre-commercialization phase in 2025, revenue from this segment has not been included in the ranking data. The TPMS SoC market is primarily composed of global sensor chip manufacturers alongside rapidly emerging leading Chinese domestic chip companies in recent years. The global market size of wireless TPMS SoCs reached approximately RMB3.1 billion in 2025. The top five wireless TPMS SoC providers together held a 75.5% share of the global market in 2025. The Company recorded revenue of RMB291.2 million from wireless TPMS SoCs, ranking third with a market share of 9.4% in global wireless TPMS SoC industry in 2025. The China’s market size of wireless automotive TPMS SoC reached approximately RMB1,210.0 million in 2025. The top five wireless automotive TPMS SoC providers together held a 66.6% share of the China’s market. The Company ranked first with a market share of 24.0% in China’s wireless automotive TPMS SoC industry. Top 5 Wireless Automotive TPMS Sensor SoC Providers by Revenue (Global and China), 2025 0 300 600 900 1200 1500 1 2 3 4 5 Ranking Company Revenue (RMB Million) Global Market Share Company A Company B The Company Company C Company D 1,000.0 720.0 291.2 240.0 110.0 32.3% 23.2% 9.4% 7.4% 3.2% 75.5%Subtotal 0 100 200 300 400 500 1 2 3 4 5 Ranking Company Revenue (RMB Million) China Market Share The Company Company A Company B Company C Company D 289.9 220.0 193.0 70.0 33.0 24.0% 18.2% 16.0% 5.8% 2.7% 66.6%Subtotal Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan See footnotes (1) – (4) to the table above. OVERVIEW OF GLOBAL AND CHINA’S WIRELESS SENSOR SOC INDUSTRY—OTHER CORE APPLICATIONS Introduction of Non-Automotive Core Applications of Wireless Sensor SoCs In non-automotive core scenarios, such as industrial and energy storage sectors, wireless sensor SoCs play a critical role in enabling device intelligence, automation and connectivity. As industries accelerate their digital transformation and smart upgrades, these SoCs, as key components of sensing systems, are INDUSTRY OVERVIEW –8 1– --- page 91 --- becoming fundamental to the deployment of intelligent technologies. With advantages such as ultra-high integration, low power consumption and real-time data processing, wireless sensor SoCs are expected to gradually replace traditional discrete solutions. Market Size of Global and China’s Wireless Sensor SoCs for Industrial Application Within industrial ecosystems, wireless sensor SoCs will predominantly serve advanced manufacturing and intelligent production monitoring scenarios. These next-generation industrial applications will demand even more stringent technical specifications from sensor SoCs, which requires unprecedented levels of precision and reliability in core performance metrics, and simultaneously necessitates seamless compatibility with future Industrial IoT (“IIoT”) architectures and next-generation automated control systems. These evolving technical requirements will collectively ensure wireless sensor SoCs maintain optimal stability and adaptability in future smart industrial environments. Over the past few years, both the global and China’s industrial wireless sensor SoC markets have remained relatively small. This is mainly due to limited adoption of wireless sensor SoCs in industrial scenarios, with usage largely restricted to applications such as TPMS SoCs in engineering and agricultural machinery. Driven by ongoing progress in smart manufacturing and industrial digitalization, global and China’s revenue of industrial wireless sensor SoCs is projected to increase in the coming years. The following chart illustrates the global and China’s historical and forecast revenue of industrial wireless sensor SoC industry from 2021 to 2030: Market Size of Industrial Wireless Sensor SoC by Revenue (Global and China), 2021-2030E RMB Billion 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E CAGR 2026E-2030ECAGR 2021-2025 41.6%88.0% Global Industrial Wireless Sensor SoC 0 5 10 15 20 25 0.3 0.4 0.9 2.0 3.4 5.4 7.9 11.8 15.9 21.7 CAGR 2026E-2030ECAGR 2021-2025 China’s Industrial Wireless Sensor SoCRMB Billion 46.2%102.6% 0 2 4 6 8 10 0.1 0.1 0.3 0.7 1.2 1.9 3.1 4.6 6.4 8.9 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan Market Size of Global and China’s Wireless Sensor SoCs for Energy Storage The application of wireless sensor SoCs in energy storage primarily focuses on battery management. These SoCs provide essential support for battery health prediction, thermal runaway prevention and intelligent dispatching, driving the intelligent upgrade of energy storage systems. The energy storage sector is experiencing rapid and diversified growth, spanning grid-side peak shaving and frequency regulation, backup power for commercial, industrial and data center applications and residential distributed storage. These scenarios place increasing demands on battery safety, maintainability and intelligent management. Given the larger number of cells, more complex architecture and limited space in energy storage systems, wireless sensor SoCs, with advantages such as flexible deployment, reduced wiring and easier maintenance, are emerging as a viable alternative to traditional wired solutions. Since wBMS SoCs have not yet been widely applied in energy storage scenarios, there is currently no industry data available on the market size of global and China energy storage wBMS SoCs before 2027. It is expected that wBMS SoCs will enter commercial mass production for energy storage applications in 2027. In the coming years, the global and China’s energy storage wBMS SoC markets are expected to enter INDUSTRY OVERVIEW –8 2– --- page 92 --- a phase of rapid expansion, driven by the ongoing global energy transition and increasing demand for intelligent energy storage systems. The following chart illustrates the global and China’s forecast revenue of energy storage wBMS SoC industry from 2027 to 2030: Market Size of Energy Storage wBMS SoC by Revenue (Global and China), 2027E-2030E 2027E 2028E 2029E 2030E RMB Billion Global Energy Storage wBMS SoC 334.2% CAGR 2027E-2030E 0.09 0.9 3.9 7.0 0 1 2 3 4 5 6 7 2027E 2028E 2029E 2030E RMB Billion China’s Energy Storage wBMS SoC 315.7% CAGR 2027E-2030E 0.07 0.7 2.9 5.1 0 1 2 3 4 5 6 Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan Market Drivers and Developing Trends Analysis of Non-Automotive Core Applications of Wireless Sensor SoCs Wireless, low power and high integration With the increasing requirements from IIoT and energy storage systems for flexible device deployment, simplified wiring and remote operation and maintenance, traditional sensor chips are gradually evolving toward wireless communication, ultra-low power consumption and higher levels of integration. Industrial and energy storage equipment often operates under demanding conditions such as extended duty cycles, high temperatures, humidity and EMI, which raise the bar for sensor environmental adaptability, data stability and long-term reliability. Wireless sensor SoCs, by integrating multiple sensing interfaces, embedded edge computing and low-power wireless communication modules, enable local data processing and real-time transmission. This helps reduce overall system power consumption and wiring complexity, supporting more intelligent and resilient deployment in industrial and energy storage environments. Scaling of energy storage systems accelerates wBMS adoption As energy storage systems scale up in size and complexity, the operational and maintenance requirements are becoming more demanding. This trend is driving the rise of the wBMS as an ideal solution to replace traditional wired BMS architectures. Compared with wired systems, wBMS offers greater flexibility and scalability, allowing for streamlined design, simplified assembly and reduced wiring complexity, which is particularly important in large-scale containerized or modular storage systems. wBMS solutions enable fine-grained, cell-level monitoring and data collection, which is critical for achieving safe, stable operation and full lifecycle traceability of energy storage units. This also facilitates more efficient system upgrades and maintenance, unlocking long-term cost advantages and deployment agility. Embedded intelligence and edge AI integration In industrial environments where real-time responsiveness and energy efficiency are critical, such as predictive maintenance, machine diagnostics and adaptive robotics, the shift toward local intelligence is accelerating. Wireless sensor SoCs for industrial application are increasingly being designed with embedded AI processing units, enabling local analysis of sensor data and eliminating the latency and INDUSTRY OVERVIEW –8 3– --- page 93 --- overhead of cloud-based computing. These SoCs form a closed-loop system that supports “sense-analyze- decide-wireless transmit” functions within milliseconds, dramatically improving system responsiveness while reducing bandwidth and energy consumption. This evolution is especially valuable in use cases such as automotive-grade TPMS, robotic condition monitoring and smart production line control. Multi-modal sensing and solution oriented innovation Application scenarios such as smart factories and intelligent energy stations are demanding higher sensing diversity, pushing wireless sensor SoCs from single-variable detection toward multi-modal sensing capabilities. This transformation is being accelerated by the convergence of software and hardware innovation, giving rise to the “Sensor-as-a-Service” model. In this model, enterprises move beyond supplying discrete hardware components to delivering complete sensing and analytics solutions. This shift is unlocking system-level value in digital twin applications for industrial systems, as well as in smart energy storage platforms enabled by wBMS. Multi-modal wireless SoCs capable of handling temperature, pressure, vibration and spatial data simultaneously are becoming increasingly essential, representing a next-generation sensing architecture that supports holistic monitoring, intelligent decision-making and service-based delivery across industrial and energy ecosystems. ENTRY BARRIERS OF GLOBAL AND CHINA’S WIRELESS SENSOR SOC INDUSTRY Technology Barrier Wireless sensor SoCs are among the most technically demanding chip categories, requiring the integration of radiofrequency communication, high-precision sensor interfaces, signal conditioning, power management and embedded processing within a single chip. These systems must also operate reliably in harsh environments such as high temperature, high pressure, vibration and strong EMI particularly in automotive and industrial applications. Designing SoCs that meet such requirements involves multi- domain cross-functional expertise, long development cycles and significant engineering resources. The complexity of coordinating ultra-low power operation, analog-digital conversion accuracy and radiofrequency robustness makes this a relatively high-barrier sector, deterring new entrants lacking deep technical reserves and proven design capability. Certification and Environmental Validation Barrier To enter regulated markets such as automotive, industrial automation, or energy infrastructure, wireless sensor SoC products must undergo stringent certification processes. For automotive applications, for example, SoCs must meet automotive-grade reliability standards such as AEC-Q100, while industrial-grade chips often require adherence to the International Electrotechnical Commission, ISO, or industry-specific robustness protocols. Meanwhile, in industrial and energy storage scenarios, application environments are relatively complex, often involving large temperature fluctuations, strong electromagnetic interference, high humidity, vibration, and dust exposure. As a result, SoCs must demonstrate wide-temperature operation, anti-interference capability, and long-term stability through extensive environmental and reliability validation. In addition, because these chips incorporate wireless communication modules, they must pass protocol certifications such as Bluetooth SIG, Zigbee Alliance, or LoRaW AN compliance testing. These certifications are time-consuming, resource-intensive and costly, thus requiring comprehensive testing, long validation cycles and documentation. The combination of rigorous environmental reliability verification and multi-protocol certification significantly raises the entry threshold for new entrants, delaying time-to-market and giving established players with pre-certified platforms an enduring competitive advantage. Customer Barrier Wireless sensor SoCs, especially in mission-critical sectors such as automotive, industrial machinery and energy storage, demand high levels of reliability, consistency and proven performance over extended timeframes. For example, in industrial and energy storage environments, chips must endure harsh operating conditions and long-term continuous operation. This requires extensive on-site validation and INDUSTRY OVERVIEW –8 4– --- page 94 --- lifecycle testing to ensure performance stability and system compatibility, further reinforcing customer dependence on established suppliers. These incumbents benefit from a compound barrier built from technical maturity, qualification history and close customer collaboration. For new entrants, gaining customer trust and replacing entrenched suppliers is extremely difficult without extensive field validation and industry references. Supply Chain Barrier Wireless sensor SoCs rely on specialized manufacturing processes and advanced packaging technologies, which must be supported by mature foundry platforms and backend assembly capabilities. As a result, chip design companies need to build tightly coordinated supply chains with wafer fabs and outsourced semiconductor assembly and test providers, with stringent requirements for production capacity, quality control and delivery reliability. Leading players have secured access to advanced process nodes and high-performance packaging resources, allowing them to achieve higher integration and maintain a generation lead. This creates substantial entry barriers for new market participants, who often face challenges in accessing critical manufacturing resources and ensuring yield and cost competitiveness. OVERVIEW OF GLOBAL AND CHINA’S BPS SOC INDUSTRY Introduction of BPS SoCs BPS SoCs are a subset of BMS SoCs, specifically designed as pressure sensor chips to monitor abnormal internal air pressure changes within a battery pack, especially in the case of thermal runaway events. This differs from wBMS SoCs, another type of BMS SoC, which integrate AFE modules and are primarily used to monitor battery cells within the pack, such as cell voltage. By promptly detecting early warning signals, the BPS SoC can rapidly wake the BMS from sleep mode into active mode and trigger protective measures, including high-voltage disconnection and accelerated cooling. Market Size of Global and China’s BPS SoC Industry Driven by increasingly stringent safety regulations and the rapid growth of the NEV market, the penetration rate of BPS SoCs reached approximately 23% in the global market in 2025, and is expected to increase from 27% in 2026 to approximately 45% by 2030. The BPS SoC market is highly concentrated, with global mass production achieved by only two companies. One of these is the Company, while the other is Company C, reflecting a limited number of players in this specialized segment. The Company is the first company that launched BPS SoC globally. The Company ranked No. 1 globally in terms of the revenue from BPS SoC products in 2025, with a market share of over 50%. The issuance of GB 38031-2025 Safety Requirements for Power Batteries for Electric V ehicles (ࠅ Ӌ), effective from July 2026, mandates that NEV power batteries must not ignite or explode within two hours following a thermal runaway event. This significantly raises the bar for battery safety standards and is expected to accelerate the penetration of BPS SoCs. Meanwhile, BPS SoCs are expected to evolve toward higher integration, lower power consumption, and faster response capabilities to support increasingly complex BMS architectures. The following chart illustrates the global and China’s historical and forecast revenue of BPS SoC industry from 2024 to 2030: Market Size of BPS SoC Industry by Revenue (Global and China), 2024-2030E 2024 2025 2026E 2027E 2028E 2029E 2030E RMB Million 0 50 200 100 150 Global BPS SoC 24.6% CAGR 2026E-2030E 39.7 58.6 79.4 101.1 126.1 155.6 191.2 2024 2025 2026E 2027E 2028E 2029E 2030E RMB Million 0 50 150 100 China’s BPS SoC 24.0% CAGR 2026E-2030E 30.5 42.4 59.6 75.5 92.4 114.8 140.8 Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan INDUSTRY OVERVIEW –8 5– --- page 95 --- OVERVIEW OF GLOBAL AND CHINA’S AUTOMOTIVE-GRADE USI SOC INDUSTRY Introduction of Automotive-grade USI SoC An automotive-grade USI SoC is a type of SoC specifically designed to support a diverse range of sensor interfaces within automotive applications. These USI SoCs integrate multiple types of sensor interfaces, including pressure sensor signal conditioning, temperature and humidity sensing, position sensing and other vehicle sensor inputs. Engineered to meet stringent automotive requirements for reliability, temperature tolerance and EMC, automotive-grade USI SoCs provide high-precision signal acquisition, calibration and conversion, playing a critical role in sensor fusion and vehicle control systems. Market Size of Global and China’s Automotive-grade USI SoC Industry Automotive-grade USI SoCs are seeing increasing adoption as vehicles become more electrified and intelligent. In the future, automotive-grade USI SoCs will continue to develop toward stronger adaptability, faster response times, higher precision and better reliability and stability, leading to wider adoption in automobile. The following chart illustrates the global and China’s historical and forecast revenue of automotive-grade USI SoC industry from 2021 to 2030: Market Size of Automotive-grade USI SoC Industry by Revenue (Global and China), 2021-2030E 2021 2022 2023 2024 2025 2026E 2027E 2028E 2030E 2029E RMB Billion Global Automotive- grade USI SoC 15.0% 10.6% CAGR 2021-2025 CAGR 2026E-2030E 0 5 10 15 20 25 6.9 7.5 9.0 10.5 12.0 13.5 15.0 16.6 18.3 20.3 2021 2022 2023 2024 2025 2026E 2027E 2028E 2030E 2029E RMB Billion China’s Automotive- grade USI SoC 20.6% 11.4% CAGR 2021-2025 CAGR 2026E-2030E 0 1 2 3 7 6 4 5 1.7 2.0 2.5 3.0 3.7 4.3 4.9 5.4 6.0 6.6 Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan The competitive landscape of automotive-grade USI SoC products is highly fragmented due to the wide variety of USI categories. As a result, competition in this segment is intense, with numerous players across different application areas. Companies differentiate themselves through technology innovation, product quality and scalability. This diversity of applications and rapid technological development further intensifies the competitive pressure in the automotive-grade USI SoC market. COST AND RA W MATERIAL PRICE ANALYSIS OF MAJOR AUTOMOTIVE SENSOR SOCS The cost of automotive sensor SoCs, including TPMS SoCs, wBMS SoCs, BPS SoCs, and USI SoCs, represents a small fraction of the overall manufacturing cost of a vehicle. For example, TPMS SoCs account for approximately 0.03% of the total vehicle cost, wBMS SoCs around 0.65%, BPS SoCs around 0.01%, and USI SoCs roughly 0.1%. The relatively low proportion is primarily due to the high total cost of a complete vehicle, which includes structural components, powertrain systems, bodywork and other subsystems. Despite their small cost share, these sensor SoCs are critical for vehicle safety, energy management and intelligent functionality, enabling advanced monitoring, control, and driver assistance features that significantly enhance the performance, reliability and user experience of modern automobiles. INDUSTRY OVERVIEW –8 6– --- page 96 --- Wafers are the primary raw material for sensor SoCs. In China, the price of 8-inch wafers rose significantly in 2021 and 2022, reaching approximately RMB3.7 thousand per wafer in 2022. This surge was driven by the global chip shortage caused by the COVID-19 pandemic and the rising demand for semiconductors from sectors such as AI, high-performance computing, 5G, NEVs and industrial applications. However, with production capacity expanding at the end of 2022 and weakening market demand leading to oversupply, prices began to gradually decline in 2023, reaching around RMB2.6 thousand per wafer in 2025. Looking ahead, wafer prices are expected to remain broadly stable with a mild upward trend, supported by disciplined capacity expansion and sustained demand from key downstream applications. Price of Semiconductor Wafers* (China), 2021-2025 2021 2022 2023 2024 2025 Thousand RMB per Wafer 0 1 2 3 4 2.62.6 3.3 3.7 2.9 * Note: 8-inch wafers Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan INDUSTRY OVERVIEW –8 7– --- page 97 --- REGULATIONS ON COMPANY ESTABLISHMENT AND FOREIGN INVESTMENT Pursuant to the PRC Company Law promulgated by the SCNPC on December 29, 1993, which was amended on December 25, 1999, August 28, 2004, October 27, 2005, December 28, 2013, October 26, 2018 and December 29, 2023, respectively, and has come into force on July 1, 2024, the Company Law shall apply to all companies established in the PRC. The Company Law, which regulates the establishment, corporate structure and management of companies, also applies to foreign-invested companies. Where laws on foreign investment provide otherwise, such provisions shall prevail. The Foreign Investment Law of the PRC (جthe “FIL”), which was promulgated by the NPC on March 15, 2019, and came into effect on January 1, 2020, provides that the “foreign investment” refers to the investment activities in China carried out directly or indirectly by foreign individuals, enterprises or other organizations (the “Foreign Investors”), including the following: (1) Foreign Investors establishing foreign-invested enterprises in China alone or collectively with other investors; (2) Foreign Investors acquiring shares, equities, properties or other similar rights of Chinese domestic enterprises; (3) Foreign Investors investing in new projects in China alone or collectively with other investors; and (4) Foreign Investors investing through other ways prescribed by laws and regulations or the State Council. The FIL further adopts the management system of pre-establishment national treatment and negative list for foreign investment. The “pre-establishment national treatment” refers to granting to foreign investors and their investments, in the stage of investment access, the treatment no less favorable than that granted to domestic investors and their investments; and the “negative list” refers to special administrative measures for access of foreign investment in specific fields as stipulated by the state. The FIL granted national treatment to foreign investments outside the negative list. The negative list will be released by or upon approval of the State Council. In December 2019, the State Council promulgated the Regulations on Implementing the Foreign Investment Law of the PRC (ૢԷ) (the “Implementation Rules”) which came into effect in January 2020. The Implementation Rules further clarified that the state shall encourage and promote foreign investment, protect the lawful rights and interests in foreign investments, regulate foreign investment administration, continue to optimize foreign investment environment and advance a higher-level opening. Investment activities in the PRC by foreign investors were principally governed by the Special Administrative Measures (Negative List) for Access of Foreign Investment (2024 version) (ɝ ݄(૶ఊ) (2024وand the Catalogue of Industries for Encouraging Foreign Investment (2022 version) ( ོᎸ̮ਠҳ༟ପุͦ፽ (2022وthe “Encouraging List”) amended and promulgated by MOFCOM and the NDRC in October 2022. The Negative List, which came into effect on November 1, 2024, sets out special administrative measures (restricted or prohibited) in respect of the access of foreign investments in a centralized manner, and the Encouraging List, which came into effect on January 1, 2023, sets out the encouraged industries for foreign investment. The Negative List cover 12 industries, and any field not falling in the Negative List shall be administered under the principle of equal treatment for domestic and foreign investment. Our business as currently conducted does not fall within the confines of the Negative List and is not subject to special administrative measures. The Measures on Reporting of Foreign Investment Information (جwas released by MOFCOM and the SAMR on December 30, 2019, and became effective on January 1, 2020. Foreign investors directly or indirectly conducting investment activities within the territory of China shall submit the investment information through submission of initial reports, change reports, deregistration reports, annual reports, etc. to the competent commerce authorities in accordance with the Measures on Reporting of Foreign Investment Information. When submitting an annual report, a foreign-invested enterprise shall submit the basic information on the enterprise, the information on the investors and their actual controlling party, the enterprise’s operation and asset and liabilities information, etc., and where the foreign investment admission special administrative measures are involved, the foreign investment enterprise shall also submit the relevant industry licensing information. REGULATORY OVERVIEW –8 8– --- page 98 --- REGULATIONS ON THE INTEGRATED CIRCUIT INDUSTRIES From 2010 to 2021, the State Council had issued a series of regulations aimed at promoting the development of the integrated circuit industry, which include the Decision of the State Council on Accelerating the Fostering and Development of Strategic Emerging Industries (̋Ҟ੃ԃձ೯ ֛the Notice of the State Council on Promulgation of Several Policies for Further Encouraging the Development of Software and Integrated Circuit Industries (Ι೯ආɓӉོᎸ ٝthe Outline for Advancing the National Integrated Circuit Industry (ࠅMade in China (2025) ( ʕ਷Ⴁி(2025)), the Notice of the State Council on Promulgation of Several Policies for Promoting the High-quality Development of Integrated Circuit and Software Industries in the New Era (ආණϓཥ༩ପุձழ ٝ.) On January 25, 2017, the National Development and Reform Commission promulgated Strategic Emerging Industries Key Products and Services Guidance Catalog (ኬ ͦ፽), which includes integrated circuit chip design and services as a key product and service in the strategic emerging industries. On March 28, 2018, the MOF, the SA T, the National Development and Reform Commission and the MIIT jointly promulgated the Notice on Issues Concerning Corporate Income Tax Policies for Integrated Circuit Manufacturers (ٝwhich grants income tax exemptions or reductions to some integrated circuit manufacturing companies. The next year, the MOF and the SA T jointly promulgated the Announcement on Income Tax Policies for Integrated Circuit Design and Software Enterprises (ʮѓ). Pursuant to the foregoing provisions, integrated circuit design enterprises and software enterprises satisfying the criteria shall enjoy an incentive period with effect from their profit-making year(s) prior to December 31, 2018, and be exempted from enterprise income tax for the first year to the second year, and pay enterprise income tax based on 50% off the statutory 25% tax rate from the third year to the fifth year, until the incentive period expires. On July 27, 2020, the Notice by the MOF, the National Development and Reform Commission, the MIIT and Other Departments of the Measures for the Administration of Import Tax Policies for Supporting the Development of the Integrated Circuit Industry and the Software Industry (։e ٝbecame effective. On the same day, the Notice by the MOF, the General Administration of Customs and the SA T of Import Tax Policies for Supporting the Development of the Integrated Circuit Industry and the Software Industry (ٝ) took effect. The above notices relating to importing tax for the integrated circuit industry have made some installment tax payment policies and import tariff exemption policies. On March 12, 2021, the National People’s Congress of the PRC approved the Outline of the 14th Five-year Plan (2021-2025) for National Economic and Social Development and Long-range Objectives for 2035 (ʞϋ஝ྌձ2035ࠅwhich clarifies that the PRC should foster advanced manufacturing clusters and promote the innovation and development of industries such as integrated circuits, aerospace equipment, high-tech ships and ocean engineering equipment, robots, advanced railway equipment, advanced power equipment, engineering machinery, high-end CNC machine tools, medicine and medical equipment. On May 21, 2022, the SA T issued the Guidelines on Tax Preference Policies for Software and Integrated Circuit Enterprises (ˏ). For the purpose of facilitating timely knowledge of applicable tax policies, the foregoing guidelines has clearly demonstrated preference contents, conditions and policy basis for integrated circuit enterprises. Pursuant to the Notice of the MOF and the SA T on the Weighted Deduction Policy for V alue-added Tax on Integrated Circuit Enterprises (ٝ,) which was promulgated on April 20, 2023, from January 1, 2023 to December 31, 2027, enterprises engaged in the design, production, closed beta test, equipment and materials of integrated circuits are allowed to deduct extra 15% of the deductible input tax in the current period from the value-added tax payable. REGULATORY OVERVIEW –8 9– --- page 99 --- REGULATIONS ON INTERNET INFORMATION SECURITY, PRIV ACY PROTECTION AND AUTOMOTIVE DATA SECURITY Internet Information Security On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕശɛ͏΍ձ جthe “Cybersecurity Law”), effective as of June 1, 2017, which applies to the construction, operation, maintenance and use of networks as well as the supervision and administration of cybersecurity in the PRC. The Cybersecurity Law defines “network” as a system comprising computers or other information terminals and relevant facilities used for the purpose of collecting, storing, transmitting, exchanging and processing information in accordance with specific rules and procedures. “Network operators”, who are broadly defined as owners and administrators of networks and network service providers, are subject to various security protection-related obligations, including but limited to: (1) complying with security protection obligations under graded system for cybersecurity protection requirements, (2) formulating an emergency plan and promptly responding and handling security risks, initiating the emergency plans, taking appropriate remedial measures and reporting to regulatory authorities in the event comprising cybersecurity threats; and (3) following the principles of legality, legitimacy and necessity, disclosing the rules of collection and use, making clear the purpose, mean and scope of collection and use of information, and obtaining the consent of the person whose information is collected. The Data Security Law of the PRC (جwhich was promulgated by the SCNPC on June 10, 2021 and took effect on September 1, 2021, provides that entities and individuals carrying out data activities shall establish a data classification and grading protection system and important data catalogs to enhance the protection of important data. Processors of important data shall specify the person responsible for data security and management agencies to implement data security protection responsibilities. Relevant authorities will establish the measures for the cross-border transfer of important data. If any company violates the Data Security Law of the PRC to provide important data outside China, such company may be punished by administration sanctions, including penalties, fines and/or suspension of relevant business or revocation of the business license. In addition, the Data Security Law of the PRC provides a national security review procedure for those data activities which affect or may affect national security and imposes export restrictions on certain data and information. On December 28, 2021, the Cyberspace Administration of China (the “CAC”) promulgated the Measures for Cybersecurity Review (جthe “Cybersecurity Review Measures”), which came into effect on February 15, 2022. According to the Cybersecurity Review Measures, there are two mechanisms to trigger cybersecurity review: (1) review of voluntary declaration by enterprises, applicable to (i) critical information infrastructure operators that intend to purchase network products and services; (ii) a network platform operator that processes the personal information of more than one million people intends to be listed overseas; and (2) initiation of review by regulatory authorities: for any member of the cybersecurity review working mechanism believes that any network product or service or data processing activity affects or is likely to affect national security. In this case, the Office of Cybersecurity Review shall report this circumstance to the Central Cyberspace Affairs Commission for approval, and conduct a review after approval. On August 30, 2024, the CAC promulgated the Regulation on the Administration of Cyber Data Security ( ၣഖᅰኽτΌ၍ଣૢԷ) (the “Cyber Data Security Regulation”), which provides more detailed guidelines on the current rules on various aspects of data processing, including the processors’ announcement of data processing rules, obtaining consents and separate consents, security of important data and cross-border transfer of data, and further obligations of platform operators. Furthermore, on July 7, 2022, the CAC promulgated the Measures on Security Assessment of Cross-border Data Transfer (جwhich became effective on September 1, 2022. Such data export measures requires that any data processor which processes or exports personal information exceeding certain volume threshold under such measures shall apply for security assessment by the CAC before transferring any personal information abroad, including the following circumstances: (1) important REGULATORY OVERVIEW –9 0– --- page 100 --- data will be provided overseas by any data processor; (2) personal information will be provided overseas by any operator of critical information infrastructure or any data processor who processes the personal information of more than 1,000,000 individuals; (3) personal information will be provided overseas by any data processor who has provided the personal information of more than 100,000 individuals in aggregate or has provided the sensitive personal information of more than 10,000 individuals in aggregate since January 1 of last year; and (4) other circumstances where the security assessment is required as prescribed by the CAC. The security assessment requirement also applies to any transfer of important data outside of China. Privacy Protection Pursuant to the PRC Civil Code (Պ) promulgated by the NPC on May 28, 2020 and effective from January 1, 2021, the personal information of a natural person shall be protected by the law. An information processor shall not disclose or tamper with any personal information collected or stored thereby; and without the consent of the natural person, no personal information shall be illegally provided to any other person. Pursuant to the Circular of the Supreme People’s Court, the Supreme People’s Procuratorate and the Ministry of Public Security on the Punishment of Criminal Activities Infringing on Citizens’ Personal Information in accordance with the Law (ʮ ٝpromulgated on April 23, 2013, and the Interpretation by the Supreme People’s Court and the Supreme People’s Procuratorate of Several Issues Concerning the Application of Laws to the Handling of Criminal Cases of Infringing on Citizens’ Personal Information (৫e ༆ᙑ) promulgated on May 8, 2017 and effective on June 1, 2017, the following activities may constitute crimes of infringement of citizens’ personal information: (1) providing citizens’ personal information to specific persons or publishing citizens’ personal information on the Internet, etc., in violation of the relevant regulations; (2) providing others with lawfully collected information about citizens without their consent (unless the information has been processed in such a way as to make it impossible to identify a specific individual and cannot be recovered); (3) collecting citizens’ personal information in violation of relevant regulations or provisions in the performance of duties or the provision of services; or (4) collecting citizens’ personal information in violation of relevant regulations through purchasing, receiving, or exchanging. The Law of the Personal Information Protection Law of the PRC (ج) the “Personal Information Protection Law”), which was promulgated by the SCNPC on August 20, 2021 and became effective on November 1, 2021, consolidates separate provisions on personal information rights and privacy protection. The Personal Information Protection Law aims to protect the personal information rights and interests, regulate the handling of personal information, safeguard the free flow of personal information in an orderly manner in accordance with the law, and promote the rational use of personal information. Automotive Data Security On August 16, 2021, the CAC, the NDRC, the MPS, the MIIT and the MOT jointly promulgated the Certain Provisions on the Management of Automotive Data Security (for Trial Implementation) ( ӛԓᅰ ֛(༊Б)) (the “Automotive Data Security Provisions”), which came into effect on October 1, 2021, and is intended to regulate the collection, storage, use, processing, transmission, provision and disclosure of personal information and critical data generated by automobile designers, manufacturers and service providers throughout the automobile life cycle. The relevant automotive data processors, including automobile manufacturers, parts and software providers, dealers, repair suppliers and travel service companies, are required to process personal information and critical data in accordance with the applicable laws during the design, manufacture, sale, operation, maintenance and management of automobiles. Processing of personal information by automobile data processors shall be conducted with the consent of the individual or in accordance with other circumstances stipulated by laws and regulations. The state encourages the reasonable and effective utilization of automotive data in accordance with the law, and advocates that automotive data processors adhere to: (1) the principle of in-vehicle processing, REGULATORY OVERVIEW –9 1– --- page 101 --- and avoid providing automotive data outside the vehicle unless necessary; (2) the principle of non-collection by default, and set the state of non-collection by default each time unless otherwise set by the driver on his/her own initiative; (3) the principle of applying the range of accuracy, and determine the coverage and resolution of cameras, radar, etc., based on the requirements of the provided functional service for data accuracy; and (4) the principle of desensitized processing, and anonymize and de-identify the information whenever possible. According to the Automotive Data Security Provisions, personal information and key data involving automobiles are in principle stored within the country, and if they need to be made available outside the country, the competent national Internet information department will conduct a cross-border data security assessment in conjunction with the relevant departments of the State Council. When processing critical data, automotive data processors shall conduct risk assessments in accordance with the regulations and submit risk assessment reports to the relevant provincial authorities. The MIIT issued the Notice of the MIIT on Strengthening Network Security and Data Security of Telematics (ٝon September 15, 2021. Accordingly, all manufacturers of intelligent connected vehicles and operators of Telematics service platforms shall establish a network security and data security management system, strengthen security protection, monitor and prevent network security risks and threats, strengthen the security protection capability of Telematics network facilities and network systems, safeguard Telematics communication security, carry out Telematics security monitoring and early warning, enhance the Telematics security emergency response, and promote the Telematics network security protection grading and filing work. The MIIT promulgated the Guidelines for the Construction of Network Security and Data Security Standard System for Telematics (یܸon February 25, 2022, which clearly defines the security standards and requirements covering the terminal and facility network security, network communication security, data security, application service security, and security guarantee and support. REGULATIONS ON PRODUCT LIABILITY According to the Product Quality Law of the PRC (جpromulgated by the SCNPC on February 22, 1993 and most recently amended on December 29, 2018, it is prohibited to manufacture or sell products that do not comply with the standards and requirements for safeguarding human health and the safety of persons and property. The products must not present any unreasonable risk of endangering the safety of persons and property. A person who is injured or whose property is damaged by the defects in the product may claim for compensation from the manufacturer or the seller. Any producer or seller who produces or sells substandard products shall be ordered to stop production or sale, the products illegally produced or sold shall be confiscated, and a fine shall be imposed; if there are any illegal gains, the illegal gains shall be confiscated concurrently; and if the circumstances are serious, the business license shall be revoked. According to the Civil Code of the PRC, if a defect of a product causes damage to another person, the infringed person may claim compensation against the manufacturer or the seller of the product. If the infringer knows that the product is defective and still produces or sells it, or fails to take effective remedial measures in accordance with the provisions of the Civil Code of the PRC, resulting in the death of another person or serious damage to the health of another person, the infringed person shall be entitled to claim corresponding punitive damages. If a product is defective due to the fault of a third party, such as a transporter or warehouseman, and causes damage to another person, the producer or seller of the product shall have the right to recover compensation from the third party after making compensation to the infringed person. REGULATIONS ON IMPORT AND EXPORT OF GOODS In accordance with the Foreign Trade Law of the PRC (ج׸promulgated by the SCNPC on May 12, 1994 and amended and effective on April 6, 2004, November 7, 2016 and December 30, 2022 respectively, and the Notice on Matters Relating to the Filing of Consignees and Consignors of Imported and Exported Goods (ࣩ ٝissued by the General Administration of Customs of the PRC on January 3, 2023 and effective on the same date, the consignee or consignor of imported or exported goods applying for filing should obtain the qualification of the market entity, but no filing for foreign trade operators is required. REGULATORY OVERVIEW –9 2– --- page 102 --- According to the Customs Law of the PRC (جpromulgated by the SCNPC on January 22, 1987, and amended on July 8, 2000, June 29, 2013, December 28, 2013, November 7, 2016, November 4, 2017, and April 29, 2021, respectively, the consignee of imported goods, the consignor of exported goods, and the owner of inbound and outbound goods are the taxpayers of customs duties. For the imported and exported goods, unless otherwise provided for, customs declaration and tax payment procedures may be completed by the consignee or consignor of the imported and exported goods, or the consignee or consignor of import and export goods may entrust a customs declaration enterprise to complete the customs declaration and tax payment procedures. The consignees and consignors for imported or exported goods and the customs brokers engaged in customs declaration shall be filed with the customs in accordance with the law. Customs declaration units refer to the consignee or consignor of the imported and exported goods and the customs declaration enterprises filed with the customs in accordance with the Regulations of the PRC on the Administration of the Record of Customs Declaration Units (֛promulgated by the General Administration of Customs of the PRC on November 19, 2021 and becoming effective as of January 1, 2022. Where the consignee or consignor of imported or exported goods or a customs declaration enterprise applies for filing, it shall obtain the qualification of market entities. Pursuant to the Regulations of the PRC on the Administration of Import and Export of Goods ( ʕശ ආ̈ɹ၍ଣૢԷ) (“Regulations on the Administration of Import and Export of Goods”) promulgated by the State Council on December 10, 2001 and last amended on March 10, 2024, which came into effect on May 1,2024, enterprises engaged in the trade activities of importing goods into the territory of the PRC or exporting goods outside of China must comply with the Regulations on the Administration of Import and Export of Goods. Goods whose import or export is prohibited shall not be imported or exported; goods whose import or export is restricted shall be subject to a licensing or quota system; and goods whose import or export is free shall not be subject to restriction. The consignee of imported goods or the consignor of exported goods shall submit an automatic import and export license, an import and export license or a quota certificate to the customs for customs clearance. The Export Control Law of the PRC (جthe “Export Control Law”) came into force on December 1, 2020. The Export Control Law is China’s first comprehensive and integrated export control law, which sets out provisions for the export control of dual-use goods, military supplies, nuclear energy products, goods related to the protection of national security and interests and other commodities, science and technology, services and goods, as well as fulfilling the responsibilities related to the international prohibition of nuclear proliferation. REGULATIONS ON INTELLECTUAL PROPERTY RIGHTS Patents According to the Patent Law of the PRC (جpromulgated by the SCNPC on March 12, 1984, and most recently amended on October 17, 2020, the Implementation Rules of the Patent Law of the PRC (ۆpromulgated by the State Council on June 15, 2001, and revised on December 28, 2002, January 9, 2010 and December 11, 2023, respectively, the patent administrative department under the State Council is responsible for the administration of patent-related work nationwide and the patent administration departments of provincial or autonomous regions or municipal governments are responsible for administering patents within the respective administrative areas. The Patent Law and Implementation Rules of the Patent Law provide three types of patents, namely “inventions,” “utility models” and “designs.” Invention patents are valid for twenty years, utility model patents are valid for ten years, and since June 1, 2021, the validation period for design patents whose application date is after June 1, 2021 has been extended to fifteen years in each case from the date of application. The Chinese patent system adopts a “first come, first file” principle, which means that where more than one person files a patent application for the same invention, utility model or design, a patent will be granted to the person who files the application first. An invention or a utility model must possess novelty, inventiveness and practical applicability to be patentable. Third Parties must obtain consent or a proper license from the patent owner to use the patent. Otherwise, the unauthorized use constitutes an infringement on the patent rights. REGULATORY OVERVIEW –9 3– --- page 103 --- Trademarks Pursuant to the Trademark Law of the PRC (جwhich was promulgated on August 23, 1982 and last amended on April 23, 2019 and came into effect on November 1, 2019, the Implementation Regulations of the Trademark Law of the PRC (ૢԷ) which were issued on August 3, 2002 and last amended on April 29, 2014, the Trademark Office under the China National Intellectual Property Administration of the PRC, (the “Trademark Office”), shall handle trademark registrations and grant a term of 10 years to registered trademarks, which may be renewed for an additional ten year period upon request from the trademark owner. The Trademark Law of the PRC has adopted a “first-to-file” principle with respect to trademark registration. Where an application for trademark for which application for registration has been made is identical or similar to another trademark which has already been registered or is under preliminary examination and approval for use on the same kind of or similar commodities or services, the application for registration of such trademark may be rejected. Any person applying for the registration of a trademark may not prejudice the existing right of others, nor may any person register in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation” through such party’ s use. A trademark registrant may, by entering into a trademark licensing contract, license another party to use its registered trademark. Where another party is licensed to use a registered trademark, the licenser shall report the license to the Trademark Office for recordation, and the Trademark Office shall publish it. An unrecorded license may not be used as a defense against a third party in good faith. Domain Names Domain names are protected under the Administrative Measures on the Internet Domain Names ( ʝ جpromulgated by the MIIT on August 24, 2017 and became effective on November 1, 2017. The MIIT is the major regulatory authority of domain names. The registration of domain names in China is on a “first-apply-first-registration” basis. A domain name applicant will become the domain name holder upon completion of the application procedure. Copyright and Software Registration According to the Copyright Law of the PRC (جwhich was promulgated by the SCNPC on September 7, 1990 and implemented on June 1, 1991, and finally revised on November 11, 2020 and came into effect on June 1, 2021, and the Implementation Regulations of the Copyright Law of the PRC (ૢԷ) promulgated by the State Council on August 2, 2002 and implemented on September 15, 2002, and finally revised on January 30, 2013. Copyright holders enjoy a variety of personal and property rights, including the right of publication, the right of authorship, the right of reproduction, and the right of communication of information on networks. Pursuant to the Regulation on Computer Software Protection (ᚐૢԷ) promulgated on June 4, 1991 by the State Council and last amended on January 30, 2013 and the Measures for the Registration of Computer Software Copyright (جpromulgated on April 6, 1992 and last amended by the National Copyright Administration on February 20, 2002, the National Copyright Administration is mainly responsible for the registration and management of software copyright in China and recognizes the China Copyright Protection Center as the software registration organization. The China Copyright Protection Center shall grant certificates of registration to computer software copyright applicants in compliance with the regulations of the Measures for the Registration of Computer Software Copyright and the Regulation on Computers Software Protection. Trade Secrets According to the PRC Anti-Unfair Competition Law (جن,) promulgated by the SCNPC in September 1993, as amended on November 4, 2017, April 23, 2019 and June 27, 2025, which will come into effect as of October 15, 2025, respectively, the term “trade secrets” refers to technical and business information that is unknown to the public, has utility, may create business interests or profits for its legal owners or holders, and is maintained as a secret by its legal owners or REGULATORY OVERVIEW –9 4– --- page 104 --- holders. Under the PRC Anti-unfair Competition Law, business persons are prohibited from infringing others’ trade secrets by: (1) obtaining the trade secrets from the legal owners or holders by any unfair methods such as theft, bribery, fraud, coercion, electronic intrusion, or any other illicit means; (2) disclosing, using or permitting others to use the trade secrets obtained illegally under item above; (3) disclosing, using or permitting others to use the trade secrets, in violation of any contractual agreements or any requirements of the legal owners or holders to keep such trade secrets in confidence; or (4) instigate, induce or assist others to violate confidentiality obligation or to violate a rights holder’s requirements on keeping confidentiality of commercial secrets, so as to disclose, use or allow others to use the commercial secrets of the rights holder. If a third party knows or should have known of the above-mentioned illegal conduct but nevertheless obtains, uses or discloses trade secrets of others, the third party may be deemed to have committed a misappropriation of the others’ trade secrets. The parties whose trade secrets are being misappropriated may petition for administrative corrections, and regulatory authorities may stop any illegal activities and fine infringing parties. REGULATIONS ON ENVIRONMENTAL PROTECTION AND FIRE PREVENTION Environment Impact Assessment Pursuant to the Environmental Protection Law of the PRC (ج) promulgated by the SCNPC on December 26, 1989 and amended on April 24, 2014, the Administrative Regulations on the Environmental Protection of Construction Project (ᚐ၍ଣૢԷ) (the “Construction Environmental Protection Rules”), promulgated by the State Council on November 29, 1998 and amended on July 16, 2017, and other relevant environmental laws and regulations, enterprises which plan to construct projects shall submit or fill in assessment report, assessment form, or registration form on the environmental impact of such projects to relevant environmental protection administrative authority for approval or recording. Construction entities may entrust a technical institution to conduct an environmental impact assessment of its construction projects and prepare the assessment reports and assessment forms on the environmental impact of construction projects. If the construction entities have the technical capability of environmental impact assessment, it may carry out the above activities by itself. Pursuant to the Environmental Impact Assessment Law of the PRC ( ʕശɛ͏΍ձ਷ᐑྤᅂᚤ൙ᄆ جpromulgated by the SCNPC on October 28, 2002 and amended on July 2, 2016 and December 29, 2018 respectively, for any construction projects have an impact on the environment, the construction entity is required to produce either a report, or a form, or a registration form on such environmental impact depending on the seriousness of the impact that may be exerted on the environment. The Construction Environmental Protection Rule also requires that upon completion of construction for which an environmental impact report or environmental impact statement is formulated, the constructor shall conduct an acceptance inspection of the environmental protection facilities pursuant to the standards and procedures stipulated by the environmental protection administrative authorities of the State Council, formulate the acceptance inspection report, and announce the acceptance inspection report pursuant to the law except for circumstances where there is a need to keep confidentiality pursuant to the provisions of the state. Where the environmental protection facilities have not undergone acceptance inspection or do not pass acceptance inspection, the construction project shall not be put into production or use. Completion and Acceptance The Interim Measures for Acceptance of Environmental Protection upon Completion of Construction Projects (جwas promulgated and implemented by the former Ministry of Environmental Protection (now the Ministry of Ecology and Environment) on November 20, 2017. The Measures regulates the procedures and standards for environmental protection independent acceptance by construction units upon the completion of construction projects. REGULATORY OVERVIEW –9 5– --- page 105 --- Pollutant Discharge According to the Catalog of Classified Administration of Pollutant Discharge License for Stationary Pollution Sources (2019 V ersion) (๕રϮ஢̙ʱᗳ၍ଣΤ፽(2019وissued by the Ministry of Ecology and Environment on December 20, 2019, key management, simplified management and registration management of pollutant discharge permits are implemented according to factors such as the amount of pollutants generated, the amount of emissions, the degree of impact on the environment, etc., and only pollutant discharge entities that implement registration management do not need to apply for a pollutant discharge permit. Fire Protection Design Approval and Filing The Fire Protection Law of the PRC (جthe “Fire Protection Law”) was adopted on April 29, 1998 and latest amended on April 29, 2021. According to the Fire Protection Law and other relevant laws and regulations of the PRC, the Emergency Management Authority of the State Council and its local counterparts at or above county level shall monitor and administer the fire protection affairs. The Fire and Rescue Department of the People’s Government are responsible for implementation. The Fire Protection Law provides that the fire protection design or construction of construction projects shall comply with the national technical standards for fire protection. Pursuant to the Interim Provisions on the Administration of Fire Protection Design Review and Final Inspection of Construction Projects (ܔ ֛issued by the Ministry of Housing and Urban-rural Development on April 1, 2020 and amended on August 21, 2023, special construction projects as defined under such Interim Provisions shall be subject to fire protection design review and fire protection final inspection, construction projects other than such special construction projects shall be submitted to the competent authorities for record-filing of project fire protection design and acceptance. REGULATION ON PRODUCTION SAFETY Pursuant to the Production Safety Law of the PRC (جwhich was promulgated on June 29, 2002 and amended on August 27, 2009, August 31, 2014 and June 10, 2021, a business entity shall establish, improve and implement a production safety responsibility system and production safety rules and systems for all employees, increase efforts to guarantee the input of funds, materials, technology, and personnel in production safety, and improve production safety conditions. Business entities shall provide their employees with production safety education and training to ensure that their employees have necessary production safety knowledge, are familiar with the relevant production safety policies and rules and safe operating procedures, possess the safe operating skills for their respective posts, know the emergency response measures for accidents, and are informed of their rights and obligations in production safety. Employees failing the production safety education and training shall not take their posts. REGULATIONS ON REAL ESTATES Pursuant to the Land Administration Law of the PRC (جpromulgated by the SCNPC on June 25, 1986, latest amended on August 26, 2019 and became effective on January 1, 2020, the PRC applies a system of control over the purposes of use of land, including land for agriculture, land for construction and unused land. All units and individuals shall use land in strict compliance with the purposes of use defined in the overall plans for land utilization. Registration of the ownership and the right to the use of land shall be governed by the laws and administrative regulations relating to real estate registration and the legally registered ownership and right to the use of land shall be protected by law and may not be infringed upon by any entities or individuals. Pursuant to the Interim Regulations Concerning the Assignment and Transfer of the Right to the Use of the State-owned Land in the Urban Areas (2020 Revision) (ᕄ਷ϞɺήԴ͜ᛆ̈ᜫձᔷᜫᅲБૢԷ (2020ࠈࡌpromulgated by the State Council on November 29, 2020, a system of assignment and transfer of the right to use state-owned land was adopted. A land user shall pay land premiums to the state as consideration for the assignment of the right to use a land site within a certain term, and the land user who REGULATORY OVERVIEW –9 6– --- page 106 --- obtained the right to use the land may transfer, lease out, mortgage, or otherwise commercially exploit the land within the term of use. Under the Interim Regulations on Assignment and Transfer of the Rights to the Use of the State-owned Urban Land, the local land administration authority may enter into an assignment contract with the land user for the assignment of land use rights. The land user is required to pay the land premium as provided in the assignment contracts. After paying the total amount of the assignment fee, the land user shall go through the registration thereof, obtain the certificate for land use to evidence the acquisition of the land use right. The Interim Regulations on Real Estate Registration ( ʔਗପ೮াᅲБૢԷ), promulgated by the State Council on November 24, 2014, which was amended on March 24, 2019 and March 10, 2024, became effective on May 10, 2024, and the Implementing Rules of the Interim Regulations on Real Estate Registration (ۆpromulgated by the Ministry of Land and Resources on January 1, 2016, which was amended on July 16, 2019 and May 9, 2024, provide that, among other things, the state implements a uniform real estate registration system and the registration of real estate shall follow the principles of strict administration, stability, continuity and convenience for the masses. According to the Administrative Measures for Commodity House Leasing (ج) which was promulgated by the Ministry of Housing and Urban-Rural Development on December 1, 2010 and came into effect on February 1, 2011, the parties to a commodity house lease shall complete the lease registration with the competent construction (real-estate) departments of the municipalities directly under the Central Government, cities and counties where the leased property is located within 30 days after the lease is executed. The competent construction (real estate) departments of the municipalities directly under the Central Government, cities and counties shall order the lease record filing to make corrections within a prescribed time limit, and shall impose a fine below RMB1,000 on individuals who fail to rectify within the specified time limit, and a fine between RMB1,000 and RMB10,000 on institutions which fail to rectify within the specified time limit. REGULATIONS ON EMPLOYMENT AND SOCIAL WELFARE Employment The major PRC laws and regulations that govern employment relationship are the Labor Law of the PRC (جthe Labor Contract Law of the PRC (جthe “Labor Contract Law”), or the Labor Contract Law and its implementation, which impose stringent requirements on the employers in relation to entering into fixed-term employment contracts, hiring of temporary employees and dismissal of employees. The Labor Contract Law, which became effective on January 1, 2008, primarily aims at regulating rights and obligations of employment relationships, including the establishment, performance and termination of labor contracts. Pursuant to the Labor Contract Law, labor contracts must be executed in writing if labor relationships are to be or have been established between employers and employees. Employers are prohibited from forcing employees to work above certain time limits and employers must pay employees for overtime work in accordance with national regulations. In addition, employee wages must not be lower than local standards on minimum wages and must be paid to employees in a timely manner. In December 2012, the Labor Contract Law was amended to impose more stringent requirements on the use of employees of temp agencies, who are known in China as “dispatched workers.” Dispatched workers are entitled to equal pay with full-time employees for equal work. Employers are only allowed to use dispatched workers for temporary, auxiliary or substitutive positions. According to the Interim Provisions on Labor Dispatch (֛promulgated by the Ministry of Human Resources and Social Security and came into effect on March 1, 2014, the number of dispatched workers hired by an employer may not exceed 10% of the total number of its employees. Where rectification is not made within the stipulated period, the employers may be subject to a penalty ranging from RMB5,000 to RMB10,000 per dispatched worker exceeding the 10% threshold. REGULATORY OVERVIEW –9 7– --- page 107 --- Social Insurance According to the Decision of the State Council on Establishing the Basic Medical Insurance System for Urban Employees (֛which was issued on December 14, 1998 and the Decision of the State Council on Improving the Basic Endowment Insurance System for Enterprise Employees (֛which was issued on December 3, 2005, all urban employers, including enterprises (including but not limited to state-owned enterprises, collective enterprises, foreign-invested enterprises, private enterprises), government agencies, public institutions, social organizations, private non-enterprise units and their employees, must participate in basic medical insurance, and all urban enterprise employees, individual industrial and commercial households and flexible employment personnel must participate in the basic pension insurance for enterprise employees. The Social Insurance Law of the PRC (جthe “Social Insurance Law”), issued by the SCNPC on October 28, 2010 and last amended on December 29, 2018, the Regulations on Occupational Injury Insurance (ᎈૢԷ) effective as of January 1, 2004 and as amended on December 20, 2010, the Interim Measures concerning the Maternity Insurance for Enterprise Employees (جeffective as of January 1, 1995, Unemployment Insurance Regulations ( ̰ ᎈૢԷ) effective as of January 22, 1999, have established social insurance systems of basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance and maternity insurance and has elaborated in detail the legal obligations and liabilities of employers who fail to comply with relevant laws and regulations on social insurance. According to the Social Insurance Law and the Provisional Regulations on Collection and Payment of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБ ૢԷ) promulgated by the State Council on January 22, 1999 and most recently amended on March 24, 2019 and effective from the same date, enterprises shall register social insurance with local social insurance and pay or withhold relevant social insurance for or on behalf of its employees. Any employer that fails to make social insurance contributions may be ordered to rectify the non-compliance and pay the required contributions within a prescribed time limit and be subject to a late fee. If the employer still fails to rectify the failure to make the relevant contributions within the prescribed time, it may be subject to a fine ranging from one to three times the amount overdue. On July 31, 2025, the Supreme People’s Court issued Interpretation (II) of the Supreme People’s Court on Issues Concerning the Application of Law in the Trial of Labor Dispute Cases (৫ᗫ ༆ᙑ(ɚ)), which took effect on September 1, 2025. It stipulates that where the employer and the laborer agree, or the laborer promises the employer, that there is no need to pay social insurance premiums, the people’s court shall determine that such agreement or promise is invalid. Where the employer fails to pay social insurance premiums in accordance with the law, and the laborer requests to terminate the labor contract and for the employer to pay economic compensation in accordance with item (3), Article 38 of the Labor Contract Law, the people’s court shall support such claim in accordance with the law. Where the circumstances in the preceding paragraph exist, and the employer, after making up the social insurance premiums in accordance with the law, requests the laborer to return the social insurance compensation already paid, the people’s court shall support such claim in accordance with the law. This provision aims to clarify the mandatory obligation to pay social insurance premiums and protect the legitimate rights and interests of employees as well as social public interests. Housing Provident Fund In accordance with the Regulations on the Administration of Housing Provident Funds (ږ ၍ଣૢԷ) promulgated by the State Council on April 3, 1999, and amended on March 24, 2002 and March 24, 2019, enterprises must register at the designated administrative centers and open bank accounts for depositing employees’ housing provident funds. Employers and employees are also required to pay and deposit housing provident funds, with an amount no less than 5% of the monthly average salary of the employee in the preceding year in full and on time. REGULATORY OVERVIEW –9 8– --- page 108 --- In case of overdue payment or underpayment by employers, orders for payment within a specified period will be made by the housing fund management center. Where employers fail to make payment within such period, enforcement by the people’s court will be applied. In case of failure to register and open accounts for depositing employees’ housing provident funds, the housing fund management center shall order employers to go through the formalities within a specified period, where employers fail to do such formalities within the prescribed time, a fine of not less than RMB10,000 nor more than RMB50,000 shall be imposed. REGULATIONS ON FOREIGN EXCHANGE On January 29, 1996, the State Council promulgated the Administrative Regulations on Foreign Exchange of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ) which became effective on April 1, 1996 and was amended on January 14, 1997 and August 5, 2008. Foreign exchange payments under current account items shall, pursuant to the administrative provisions of the foreign exchange control department of the State Council on payments of foreign currencies and purchase of foreign currencies, be made using self-owned foreign currency or foreign currency purchased from financial institutions engaging in conversion and sale of foreign currencies by presenting the valid document. Domestic entities and domestic individuals making overseas direct investments or engaging in issuance and trading of overseas securities and derivatives shall process registration formalities pursuant to the provisions of the foreign exchange control department of the State Council. On November 19, 2012, SAFE issued the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment (ආɓӉҷආձሜ዆ ٝthe “SAFE Circular 59”), which came into effect on December 17, 2012 and was revised on May 4, 2015, October 10, 2018 and partially abolished on December 30, 2019. The SAFE Circular 59 aims to simplify the foreign exchange procedure and promote the facilitation of investment and trade. According to the SAFE Circular 59, the opening of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds derived by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, as well multiple capital accounts for the same entity may be opened in different provinces. Later, SAFE promulgated the Circular on Further Simplifying and Improving Foreign Exchange Administration Policies in Respect of Direct Investment ( ᗫ ٝin February 2015, which was partially abolished in December 2019 and prescribed that the bank instead of SAFE can directly handle the foreign exchange registration and approval under foreign direct investment while SAFE and its branches indirectly supervise the foreign exchange registration and approval under foreign direct investment through the bank. On May 10, 2013, SAFE issued the Administrative Provisions on Foreign Exchange in Domestic Direct Investment by Foreign Investors (֛the “SAFE Circular 21”), which became effective on May 13, 2013, amended on October 10, 2018 and partially abolished on December 30, 2019. The SAFE Circular 21 specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC must be conducted by way of registration and banks must process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches. According to the Notice on Relevant Issue Concerning the Administration of Foreign Exchange for Overseas Listing (ٝissued by SAFE on December 26, 2014, the domestic companies shall register the overseas listed with the foreign exchange control bureau located at its registered address in 15 working days after completion of the overseas listing and issuance. The funds raised by the domestic companies through overseas listing may be repatriated to China or deposited overseas, provided that the intended use of the fund shall be consistent with the contents of the document and other public disclosure documents. REGULATORY OVERVIEW –9 9– --- page 109 --- According to the Notice of the State Administration of Foreign Exchange on Reforming the Management Mode of Foreign Exchange Capital Settlement of Foreign Investment Enterprises (̮ි ٝthe “SAFE Circular 19”) promulgated on March 30, 2015, coming effective on June 1, 2015 and partially abolished on December 30, 2019, foreign-invested enterprises could settle their foreign exchange capital on a discretionary basis according to the actual needs of their business operations. Whilst, foreign-invested enterprises are prohibited to use the foreign exchange capital settled in Renminbi (1) for any expenditures beyond the business scope of the foreign-invested enterprises or forbidden by laws and regulations; (2) for direct or indirect securities investment; (3) to provide entrusted loans (unless permitted in the business scope), repay loans between enterprises (including advances by third parties) or repay RMB bank loans that have been on-lent to a third party; and (4) to purchase real estates not for self-use purposes (save for real estate enterprises). On October 23, 2019, SAFE promulgated the Notice on Further Facilitating Cross-border Trade and Investment (ٝwhich became effective on the same date (except for Article 8.2, which became effective on January 1, 2020). The notice canceled restrictions on domestic equity investments made with capital funds by non-investing foreign-funded enterprises. In addition, restrictions on the use of funds for foreign exchange settlement of domestic accounts for the realization of assets have been removed and restrictions on the use and foreign exchange settlement of foreign investors’ security deposits have been relaxed. Eligible enterprises in the pilot area are also allowed to use revenues under capital accounts, such as capital funds, foreign debts and overseas listing revenues for domestic payments without providing materials to the bank in advance for authenticity verification on an item by item basis, while the use of funds should be true, in compliance with applicable rules and conforming to the current capital revenue management regulations. REGULATIONS ON TAXATION Enterprise Income Tax (“EIT”) According to the Enterprise Income Tax Law of the PRC (جthe “EIT Law”), promulgated by the SCNPC on March 16, 2007, which became effective on January 1, 2008 and was amended on February 24, 2017, December 29, 2018 and December 6, 2024, and the Implementation Rules of the EIT Law (ૢԷ), promulgated by the State Council on December 6, 2007, which became effective on January 1, 2008, and amended on April 23, 2019, a domestic enterprise which is established within the PRC in accordance with the laws or established in accordance with any laws of foreign country (region) but with an actual management entity within the PRC shall be regarded as a resident enterprise. A resident enterprise shall be subject to an EIT of 25% of any income generated within or outside the PRC. A preferential EIT rate shall be applicable to any key industry or project which is supported or encouraged by the state. High and new technology enterprises (“HNTEs”) which are supported by the state may enjoy a reduced EIT rate of 15%. According to the Notice of the MOF and the SA T on Implementing the Inclusive Tax Deduction and Exemption Policies for Micro and Small Enterprises (೼ ٝduring the period from January 1, 2019 to December 31, 2021, the annual taxable income of small low-profit enterprises that is not more than RMB1 million shall be included in its taxable income at the reduced rate of 25% with the applicable enterprise income tax rate of 20%. According to the Announcement on Implementation of Income Tax Incentives for Micro and Small Enterprises and Individually-owned Businesses (ʮѓ) and the Announcement of the State Taxation Administration on Matters Concerning the Implementation of Preferential Income Tax Policies Supporting the Development of Small Low-Profit Enterprises and Individual Industrial and Commercial Households (᜗ʈਠ ʮѓ), during the period from January 1, 2021 to December 31, 2022, the annual taxable income of a small low-profit enterprise that is not more than RMB1 million shall be included in its taxable income at the reduced rate of 12.5%, with the applicable enterprise income tax rate of 20%. According to the Notice of the MOF and the SA T on the Income Tax Incentives to Small and Micro Enterprises and Privately-owned Businesses (੻೼Ꮄ ʮѓ) and the Notice of the MOF and the SA T on the Relevant Tax and Fee Policies for Further REGULATORY OVERVIEW – 100 – --- page 110 --- Supporting the Development of Micro and Small Enterprises and Individual Industrial and Commercial Households (ʮѓ), which shall be in force from January 1, 2023 to December 31, 2027, for the annual taxable income of a small and low-profit enterprise, the portion not exceeding RMB1 million shall be treated as 25% for the purpose of taxable income calculation and subject to the enterprise income tax rate of 20%. Value-Added Tax (“V AT”) Pursuant to the Provisional Regulations of the PRC on V alue-added Tax (೼ᅲ БૢԷ), promulgated by the State Council on December 13, 1993 and newly amended on November 19, 2017, and the Detailed Rules for the Implementation of the Provisional Regulations of the PRC on V alue-added Tax (ۆpromulgated by the MOF and the SA T on December 25, 1993 and latest amended on October 28, 2011 and came into effect on November 1, 2011 (collectively, the “V A T Law”), all enterprises and individuals engaged in the sale of goods, the provision of processing, repairing and replacement of services, and the importation of goods within the territory of the PRC must pay value-added tax. On November 19, 2017, the State Council promulgated the Decisions on Abolition of the Provisional Regulations of the PRC on Business Tax and Revision of the Provisional Regulations of the PRC on V alue-added Tax (ᄻ˟<ʕശɛ͏΍ձ਷ᐄุ೼ᅲБૢԷ>ҷ<ʕശɛ ೼ᅲБૢԷ>֛the “Order 691”). According to the V A T Law and Order 691, all enterprises and individuals engaged in the sale of goods, the provision of processing, repairing and replacement of services, sales of services, intangible assets, real property and the importation of goods within the territory of the PRC are taxpayers of V A T and shall pay the V A T in accordance with the law and regulation. The V A T rates generally applicable are simplified as 17%, 11%, 6% and 0%, and the V A T tax rate applicable to the small-scale taxpayers is 3%. The Notice of the MOF and the SA T on Adjusting V alue-added Tax Rates (ٝwas promulgated on April 4, 2018 and came into effect on May 1, 2018. The V A T tax rates of 17% and 11% are changed to 16% and 10%, respectively. On March 20, 2019, the MOF, the SA T and the General Administration of Customs jointly promulgated the Announcement on Policies for Deepening the V A T Reform (ࠧ ʮѓ) (the “Notice 39”), which came into effect on April 1, 2019. Pursuant to Notice 39, the tax rate of 16% applicable to the V A T taxable sale or import of goods shall be adjusted to 13%, and the tax rate of 10% applicable thereto shall be adjusted to 9%. REGULATIONS ON THE H SHARE FULL CIRCULATION “Full Circulation” means listing and circulating on the stock exchange of the domestic unlisted shares of an H-share listed company, including unlisted shares held by domestic shareholders prior to overseas listing, unlisted shares additionally issued after overseas listing and unlisted shares held by foreign shareholders. On November 14, 2019, the CSRC issued the Guidelines for the “Full Circulation” Program for Domestic Unlisted Shares of H-share Listed Companies (H΅͡ሗ“ݴ ஷ”ˏ) (the “Guidelines for the Full Circulation”), which was revised on August 10, 2023. According to the Guidelines for the Full Circulation, shareholders of domestic unlisted shares may determine by themselves through consultation the amount and proportion of shares, for which an application will be filed for circulation, provided that the requirements laid down in the relevant laws and regulations and set out in the policies for state-owned asset administration, foreign investment and industry regulation are met, and the corresponding H-share listed company may be entrusted to file with the CSRC. And domestic companies limited by shares that have not been listed may file with the CSRC for the “Full Circulation” at the time of their initial public offering and listing overseas. On December 31, 2019, China Securities Depository and Clearing Corporation Limited (“CSDC”) and the Shenzhen Stock Exchange (the “SZSE”) jointly announced the Measures for Implementation of H-share Full Circulation Business (Hٰ“ஷ”ۆthe “Measures for Implementation”). The businesses in relation to the H-share full circulation business, such as cross-border transfer registration, maintenance of deposit and holding details, transaction entrustment and instruction transmission, settlement, management of settlement participants, services of nominal holders, etc. are subject to the Measures for Implementation. REGULATORY OVERVIEW – 101 – --- page 111 --- Regulations Relating to Overseas Securities Offering and Listing The CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (جand five relevant guidelines on February 17, 2023, which took effect on March 31, 2023. The Overseas Listing Trial Measures comprehensively reformed the regulatory regime for overseas offering and listing of PRC domestic companies’ securities, either directly or indirectly, into a filing-based system. According to the Overseas Listing Trial Measures, the PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following applies: (i) such securities offering or listing is explicitly prohibited by provisions in PRC laws, administrative regulations or relevant state rules; (ii) the proposed securities offering or listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with laws; (iii) the domestic company intending to be listed or offer securities in overseas markets, or its controlling shareholder(s) and the actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company intending to be listed or offer securities in overseas markets is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller. Where an issuer submits an application for initial public offering to competent overseas regulators, filing application with the CSRC shall be submitted within three business days thereafter. Subsequent securities offering of an issuer in the same overseas market where it has previously offered and listed securities shall be filed with the CSRC within three business days after the offering is completed. Subsequent securities offering and listing of an issuer in other overseas markets shall be filed as initial public offering. Moreover, upon the occurrence of any of the material events specified below after an issuer has offered and listed securities in an overseas market, the issuer shall submit a report thereof to CSRC within three working days after the occurrence and public disclosure of the event: (1) change of control; (2) investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities; (3) change of listing status or transfer of listing segment; and (4) voluntary or mandatory delisting. Where an issuer’s main business undergoes material changes after overseas offering and listing, and is therefore beyond the scope of business stated in the filing documents, such issuer shall submit to the CSRC an ad hoc report and a relevant legal opinion issued by a domestic law firm within three working days after occurrence of the changes. On February 24, 2023, the CSRC and other relevant government authorities promulgated the Provisions on Strengthening the Confidentiality and Archives Administration of Overseas Securities Issuance and Listing by Domestic Enterprises (၍ ֛the “Provision on Confidentiality”), which took effect on March 31, 2023. Pursuant to the Provision on Confidentiality, where a domestic enterprise provides or publicly discloses to the relevant securities companies, securities service institutions, overseas regulatory authorities and other entities and individuals, or provides or publicly discloses through its overseas listing subjects, documents and materials involving state secrets and working secrets of state organs, it shall report the same to the competent department with the examination and approval authority for approval in accordance with the law, and submit the same to the secrecy administration department of the same level for filing. Domestic enterprises providing accounting archives or copies thereof to entities and individuals concerned such as securities companies, securities service institutions and overseas regulatory authorities shall perform the corresponding procedures pursuant to the relevant provisions of the state. REGULATORY OVERVIEW – 102 – --- page 112 --- LA WS AND REGULATIONS RELATING TO U.S. EXPORT CONTROLS AND SANCTIONS The U.S. export control regime regulates the export, transfer or disclosure of U.S. products, software, and technology to non-U.S. jurisdictions and non-U.S. persons based on the nature of the product or technology, as well as the destination, transferee, or end-use of a specific export or transfer. U.S. export controls are implemented through a system of categorical restrictions and licensing procedures for specific exporters, customers, and transactions. The EAR, 15 C.F.R. § 730, et seq., establish the substantive and procedural rules for administering U.S. export controls with respect to “dual use” items and certain military items. “Dual use” commonly refers to any item that has both civilian applications and applications in connection with military, terrorism, or weapons of mass destruction activities. The BIS of the Department of Commerce administers the EAR. Technically, the EAR governs the export of any products or technology that are not separately and exclusively regulated by another U.S. government agency. Most notably, the export of certain military-use items is regulated exclusively by a licensing system administered by the U.S. Department of State pursuant to the International Traffic in Arms Regulations, 22 C.F.R. 120 et seq. (“ITAR”). The EAR also includes certain restrictions on the conduct of U.S. persons applicable regardless of the involvement of any items subject to the EAR. Such measures are thus similar to economic sanctions administered by the Office of Foreign Assets Control (the “OFAC”). Under the EAR, U.S. persons are prohibited from design, development, production, operation, installation, maintenance (checking), repair, overhaul, or refurbishing of nuclear explosive devices, missiles, chemical or biological weapons, military-intelligence end use or military-intelligence end user in China, Russia, or V enezuela; or a country listed in Country Groups E:1 or E:2. Especially, U.S. persons are required to obtain a license if they know that the items, regardless of whether they are subject to the EAR, will be exported, reexported, or transferred to be used in the development or production of Advanced-node ICs at a facility headquartered in, or whose ultimate parent company is headquartered in, either Macau or a destination specified in Country Group D:5 (including China). The U.S. jurisdiction applies to goods, software and technology that are subject to the EAR and located anywhere in the world as described in §734.3 of the EAR. The EAR applies to all items (i.e., commodities, software, and technology) “subject to the EAR,” which includes not just U.S.-made items or items physically in the United States, but also to certain foreign-made commodities. Under the “de minimis” rules, non-U.S. products incorporating more than a specified percentage of controlled U.S. content are still considered subject to the EAR. Under the foreign direct product rule, non-U.S. products made with certain U.S. origin plant and technology (such as certain U.S. semiconductor manufacturing equipment) are also subject to the EAR. Therefore, U.S. persons and foreign persons (including foreign companies) must determine if their items are subject to the EAR. The EAR applies to a broad range of “items” including tangible commodities, technology, and software manufactured in the U.S. (as well as non-U.S. products within U.S. territory). The EAR covers not only sensitive products and technology (to be controlled due to the intrinsic sensitivity), but also most non-sensitive products and technology (to be controlled with respect to transfers to sensitive destinations, end-users, or end-uses). Intrinsically sensitive or strategic goods or technology are typically designated by an Export Control Classification Number (“ECCN”), while non-sensitive products subject to the EAR are generally designated as EAR-99. Depending on the destination country, end-user, and the item’s ECCN, exporting or re-exporting an item subject to the EAR may require a U.S. export license unless a license exception was available. License applications would be subject to review under varying policies (e.g., presumption of approval, presumption of denial, or a case-by-case review) as further described in the EAR. The BIS publishes multiple lists of entities and individuals subject to licensing requirements and other restrictions on transactions involving products subject to the EAR. The Entity List is a catalogue of individuals and entities subject to specific licensing requirements for the export, re-export or transfer of REGULATORY OVERVIEW – 103 – --- page 113 --- certain products and technology subject to the EAR. The Entity List identifies the specific licensing requirements. The BIS licensing policy for many entities is a presumption of denial of any licensing request. The EAR specifies 10 general prohibitions, including the prohibition of exporting controlled items subject to the EAR to sanctioned countries, exporting items subject to the EAR without a proper license, transferring the items to prohibited end-uses or end-users, or participating in any subsequent transactions involving items transferred in violation of the EAR. In particular, in October 2022, the BIS issued an interim final rule (the “BIS October 2022 IFR”) requiring license for exports, re-exports, or transfers of any item subject to the EAR when there is “knowledge” that the item is destined for end use in the development or production of integrated circuits at a fab in China that fabricates integrated circuits meeting certain criteria. On December 2, 2024, the BIS issued an interim final rule (the “BIS December 2024 IFR”) and a final rule (the “BIS December 2024 IFR”), which expanded controls in the EAR on advanced computing and semiconductor manufacturing items. On January 16, 2025, the BIS issued an Interim Final Rule (the “DD IFR”) imposing new due diligence requirements on “front-end fabricators” and “Outsourced Semiconductor Assembly and Test” (“OSA T”) companies involved in the processing of certain “applicable advanced logic integrated circuits” produced using the “16/14 nanometer node” or below or using a non-planar transistor architecture. Under the DD IFR, when a “front-end fabricator” or “OSA T” company seeks to export, reexport, or transfer an “applicable advanced logic integrated circuit,” there is a presumption that the item is subject to certain licensing requirements. As none of the products the Group has designed or produced during the Track Record Period or that it currently plans to design or produce meet the definition of “applicable advanced logic integrated circuits,” the diligence requirements and presumptions of licensing requirements established by the DD IFR do not apply to the Company as advised by our International Sanctions Legal Advisor, and the implementation of the DD IFR does not have any material impact on the Company’s operations. U.S. economic sanctions are foreign policy measures intended to influence the conduct or capabilities of foreign governments, individuals, businesses, and non-state actors (“targets”) by restricting their international commercial and financial activities. The U.S. sanctions policy is principally determined by the executive branch of the U.S. federal government under the direction of the President of the United States. The OFAC within the Treasury Department has primary responsibility for administering and enforcing U.S. economic sanctions. The legislative authority for U.S. economic sanctions derives from statutes adopted by the U.S. Congress authorizing (or mandating) the imposition of sanctions by the executive branch. The International Emergency Economic Powers Act (“IEEPA”) is the primary legal authority for virtually all existing OFAC sanctions. The President of the United States has broad authority under IEEPA to direct OFAC to implement a wide range of economic measures to advance U.S. foreign policy and national security objectives. U.S. sanctions are implemented through Executive Orders issued by the President of the United States pursuant to IEEPA, other statutes, directives issued by the Secretary of the Treasury, in consultation with the Secretary of State, and/or designations of individuals and entities on sanctions lists by OFAC. Executive Orders may prescribe detailed measures against specific targets, or delegate implementation to OFAC. U.S. sanctions can change with immediate effect through Executive Orders and amendments to OFAC regulations. Most OFAC sanctions are primary sanctions prohibiting U.S. persons from engaging in restricted activities involving sanctions targets identified based on their connection to conduct adverse to U.S. interests. Several U.S. sanctions programs specifically authorize secondary sanctions on third-country entities in connection with Iran, North Korea, Syria, Cuba, Russia, etc., without any U.S. nexus. Implementing authorities may select from a “menu” of penalties to be imposed on the target (or its government). Non-U.S. persons (such as the Company) risk being subject to U.S. secondary sanctions under sanctions programs administered by OFAC based on certain activities involving sanctioned targets and sanctioned countries. During the Track Record Period, we did not have any direct sales to the U.S. and has no current intention to, in the near future, directly sell any products to the U.S. Therefore, the impact of U.S. tariff on our business, results of operations and future prospects is not material. REGULATORY OVERVIEW – 104 – --- page 114 --- LA WS AND REGULATIONS RELATING TO U.S. EXECUTIVE ORDER 14105 AND ITS IMPLEMENTING REGULATIONS THAT PROHIBIT AND REQUIRE NOTIFICATION BY U.S. PERSONS FOR CERTAIN INVESTMENTS On October 28, 2024, the Treasury Office of Investment Security published a final rule establishing new regulatory controls on certain technology-related investments by U.S. persons in or related to the People’s Republic of China, Hong Kong and Macau (“countries of concern”). Although the OIR is not general regarded as a conventional economic sanctions law, the restrictions on investment activities by U.S. persons have similar effects to certain sanctions measures. The OIR, which became effective on January 2, 2025, implements Executive Order 14105 (the “Outbound Investment Order”) “Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern” (August 9, 2023). The OIR applies to U.S. persons engaging in a “covered transaction” involving a “covered foreign person” that engages in certain “covered activities.” Depending on the nature of the “covered activity,” a covered transaction may be prohibited (prohibited transactions) or require notification to Treasury (notifiable transactions). Covered activity encompasses activities referred to in the definition of “prohibited transactions” and “notifiable transactions” and includes research, development, or manufacturing involving “covered national security technologies and products,” which are sensitive technologies and products in the semiconductors and microelectronics, quantum information technologies, and AI sectors that have military, intelligence, surveillance, or cyber-enabled capabilities. Generally, activities and technology that are deemed to present the most acute national security concerns are prohibited, while other designated activities are subject to notification requirements. The OIR also defines “excepted transactions” which are excluded from the scope of “covered transactions” and provides for a mechanism for the Secretary of Treasury to exempt certain covered transactions from the rule on a case-by-case basis. The Comprehensive Outbound Investment National Security Act of 2025 (the “COINS Act”), which was part of the FY 2025 National Defense Authorization Act, was signed by President Trump and became law on December 18, 2025. The COINS Act requires the Treasury to issue regulations revising the OIR within 450 days. The COINS Act expands the current control scope and the applicable exceptions under the current OIR. In addition to the three sectors (advanced semiconductors and microelectronics, artificial intelligence systems, and quantum information technologies) already included in the definition of covered activities in the OIR, the COINS Act covers five sectors, including high-performance computing, supercomputing, and hypersonic systems. The legislation also authorizes the Treasury to designate additional technologies in the future, either on its own initiative or at the request of the relevant congressional committees. The country scope is expanded to include Russia, Iran, North Korea, Cuba, and V enezuela, in addition to China, Hong Kong, and Macau. The COINS Act currently has no immediate effect on the above OIR analysis, as the OIR remains in effect until the Treasury issues new regulations within 450 days of December 18, 2025. REGULATORY OVERVIEW – 105 – --- page 115 --- OVERVIEW We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor chips. We are the third largest automotive wireless sensor SoC company globally and the largest automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S report. Our Company was founded in the PRC in March 2015 by Dr. Li and Mr. Li, our founders, executive Directors and members of our Single Largest Group of Shareholders, under the name of Ningbo SENASIC Electronics Technology Co., Ltd. (ت ⑏ʮ̡). Dr. Li, our executive Director, chairman of the Board and the chief executive officer, together with Mr. Li, our executive Director, have led the overall operations and management of our Group since our establishment. See “Directors and Senior Management—Directors—Executive Directors” for the biographical details of Dr. Li and Mr. Li. Since our establishment, we have attracted many reputable sophisticated investors to invest in our Company such as Mixed Reform Fund, Jingwei, CVC and certain industrial investors including Chendao, Huaxin Chuangyuan, Shangqi Capital and Geely. See “—Pre-IPO Investments” for details. In August 2019, we renamed as Nanjing Yingruichuang Electronics Co., Ltd. (ʮ̡). In November 2024, our Company was converted into a joint stock company with limited liability and renamed as SENASIC Electronics Technology Co., Ltd. ( ⑏Ҧ(Ϫᘽ)ʮ̡). During the Track Record Period and up to the Latest Practicable Date, Dr. Li and Mr. Li have acted in concert with each other and jointly controlled our Company. As of the Latest Practicable Date, Dr. Li and Mr. Li have jointly controlled approximately 32.25% of our total issued share capital comprising the following: (i) approximately 10.48% and 4.17% of our total issued share capital directly held by Dr. Li and Mr. Li, respectively; (ii) approximately 9.10% and 7.63% of our total issued share capital held by Shanghai Chuangyingrui and Shanghai Ruixinchuang, both being our ESOP Platforms and controlled by Dr. Li; and (iii) approximately 0.87% of our total issued share capital held by Gongqingcheng SENASIC, being managed by Shanghai Y aojun Management Consulting Co., Ltd. (ʮ̡) (“Shanghai Y aojun”), a holding company wholly-owned by Dr. Li. Immediately following completion of the Global Offering, without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, Dr. Li, Mr. Li, Shanghai Chuangyingrui, Shanghai Ruixinchuang, Gongqingcheng SENASIC and Shanghai Y aojun will jointly control approximately 27.71% of the total enlarged issued share capital of our Company. See “Relationship with Our Single Largest Group of Shareholders” for more information. BUSINESS MILESTONES The following table illustrates our major business milestones: Y ear Milestone 2015 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We were established as a limited company under the name of Ningbo SENASIC Electronics Technology Co., Ltd. (ت⑏ʮ ̡). 2018 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We commenced massive production of the first domestically designed TPMS SoCs for automotive OEM. 2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We commenced massive production of the USI SoCs. We commenced massive production of the world’s first BPS. We expanded our business into new energy industry. 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We achieved massive production of five million units of TPMS SoCs and one million units of USI SoCs installed in automotive OEM vehicles. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 106 – --- page 116 --- Y ear Milestone We launched shipments of BPS SoCs for automotive OEM. 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We completed our financing led by Mixed Reform Fund and reputable industrial investors with a total proceeds of over RMB500 million. 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our annual shipments of automotive-grade chips reached over 70 million units. We commenced massive production of BLE TPMS for automotive OEM and ultrasonic sensing chips. 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We launched our wireless BMS SoCs. We commenced massive production of ultrasonic sensing chips. We entered into business cooperation with a globally leading automotive technology supplier. MAJOR SHAREHOLDING CHANGES OF OUR COMPANY DURING THE TRACK RECORD PERIOD Incorporation of Our Company On March 19, 2015, our Company was established as a limited liability company under the laws of the PRC by Dr. Li and Mr. Li with a registered capital of RMB1.0 million. Upon incorporation, our Company was owned by Dr. Li and Mr. Li as to 75.00% and 25.00%, respectively. Pre-IPO Investments To fund our strategic growth and broaden our shareholder base, we have conducted several rounds of Pre-IPO investments since the incorporation of our Company. See “—Pre-IPO Investments” for details. Establishment of ESOP Platforms In recognition of the contributions of our key employees and to incentivize them to further promote our development, we adopted the 2015 Employee Incentive Scheme in December 2015 and established Shanghai Chuangyingrui and Shanghai Ruixinchuang as our ESOP Platforms. Shanghai Chuangyingrui was established as a limited partnership under the laws of the PRC on December 16, 2021 and controlled by Dr. Li. As of the Latest Practicable Date, Shanghai Chuangyingrui directly held approximately 9.10% equity interest in our Company. Shanghai Ruixinchuang was established as a limited partnership under the laws of the PRC on May 3, 2017 and controlled by Dr. Li. As of the Latest Practicable Date, Shanghai Ruixinchuang directly held approximately 7.63% equity interest in our Company. For further details of our 2015 Employee Incentive Scheme and the Grantees thereunder, see the section headed “1. Further Information about Our Company—F. Employee Incentive Schemes” in Appendix IV to this prospectus. Acquisition of Gainsil In March 2022 and October 2022, we acquired 100% equity interests of Gainsil. See “—Major Acquisitions and Disposals” for details. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 107 – --- page 117 --- Conversion into A Joint Stock Company On October 23, 2024, our then Shareholders, being our promoters, passed resolutions approving, among others, the conversion of our Company into a joint stock company with limited liability under the laws of the PRC. In accordance with an audit report of our Company issued by an independent accountant, as of July 31, 2024, the audited net asset value of our Company was RMB554,832,000, among which, RMB15,811,430 was converted into 15,811,430 Shares with a nominal value of RMB1.00 each and the remaining RMB530,724,278.20 was converted into capital reserve. Our Shares upon conversion were subscribed for by our then Shareholders in proportion to their respective equity interest in our Company immediately before the conversion. The joint stock conversion was completed on November 7, 2024. Share Subdivision In August 2025, the sub-division of the Shares with nominal value of RMB1.00 each on the basis of one to twenty (20) with nominal value of RMB0.05 each is completed. After such share sub-division, the number of total issued Shares of the Company has been changed to 325,634,820 Shares. See “—Capitalization of Our Company” for details of our shareholding structure after the share subdivision. CAPITALIZATION OF OUR COMPANY The following table sets forth our shareholding structure as of the Latest Practicable Date and immediately upon the Listing: Name of Shareholder Number of Shares as of the Latest Practicable Date Approximate ownership percentage as of the Latest Practicable Date Number of Shares upon the Listing (4) Approximate Ownership percentage upon the Listing (4) (%) (%) Single Largest Group of Shareholders and Connected Person (1) Dr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,130,460 10.48 34,130,460 9.00 Shanghai Chuangyingrui /H1100/H1100/H110029,631,720 9.10 29,631,720 7.82 Shanghai Ruixinchuang /H1100/H1100/H1100/H110024,838,700 7.63 24,838,700 6.55 Gongqingcheng SENASIC /H1100/H11002,830,980 0.87 2,830,980 0.75 Mr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,586,460 4.17 13,586,460 3.58 Gongqingcheng Yingruichuang Investment Partnership (Limited Partnership) (ቚ௴ ҳ༟ΥྫΆุ(Υྫ)) (“Gongqingcheng Yingruichuang”) (3) /H1100/H1100/H1100/H1100/H1100/H1100/H11006,388,320 1.96 6,388,320 1.69 Pre-IPO Investors and Other Shareholders (2) China State-owned Enterprise Mixed Ownership Reform Fund Co., Ltd. ( ʕ਷਷ϞΆ ࠢ ʮ̡) (“Mixed Reform Fund”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,701,600 6.05 19,701,600 5.20 Hangzhou Chuangqian Investment Partnership (Limited Partnership) (؄ ψ௴৻ҳ༟ΥྫΆุ(ࠢ Υྫ)) (“Jingwei”) /H1100/H1100/H1100/H1100/H1100/H110019,547,160 6.00 19,547,160 5.16 HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 108 – --- page 118 --- Name of Shareholder Number of Shares as of the Latest Practicable Date Approximate ownership percentage as of the Latest Practicable Date Number of Shares upon the Listing (4) Approximate Ownership percentage upon the Listing (4) (%) (%) Chendao: – Changjiang Chendao (Hubei) New Energy Industry Investment Partnership (Limited Partnership) (Ϫો༸ (ಳ̏)อঐ๕ପุҳ༟ ΥྫΆุ(Υྫ)) (“Changjiang Chendao”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,294,100 2.55 8,294,100 2.19 – Yibin Lvneng Equity Investment Partnership (Limited Partnership) (ᛆҳ༟Υ ྫΆุ(Υྫ)) (“Yibin Lvneng”) /H1100/H1100/H1100/H11005,182,380 1.59 5,182,380 1.37 – Yibin Chendao New Energy Industry Equity Investment Partnership (Limited Partnership) (Ⴗો༸อঐ๕ପุ ᛆҳ༟ΥྫΆุ(Ϟ Υྫ)) (“Yibin Chendao”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,421,600 0.74 2,421,600 0.64 China V enture Capital Xinzhi Equity Investment Fund (Guangzhou) Partnership (Limited Partnership) (ࠬ ږ(ᄿψ) ΥྫΆุ(Υྫ)) (“CVC”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,109,340 4.33 14,109,340 3.72 Qingdao Huaxin Chuangyuan V enture Capital Center (Limited Partnership) (ࢥڡ ௴ุҳ༟ʕː(Ϟ Υྫ)) (“Huaxin Chuangyuan”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,039,300 3.70 12,039,300 3.18 C&D Investment – Xiamen Jianfa Emerging Industry Equity Investment No. 16 Partnership (Limited Partnership) (ٰ ௔໮ΥྫΆุ (Υྫ)) (“Jianfa Emerging Industry”) /H1100/H11005,934,880 1.82 5,934,880 1.57 HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 109 – --- page 119 --- Name of Shareholder Number of Shares as of the Latest Practicable Date Approximate ownership percentage as of the Latest Practicable Date Number of Shares upon the Listing (4) Approximate Ownership percentage upon the Listing (4) (%) (%) – Xiamen Jianfa Changrong No. 2 Equity Investment Partnership (Limited Partnership) (೯ ᛆҳ༟Υྫ Άุ(Υྫ)) (“Jianfa Changrong”, together with Jianfa Emerging Industry, “Jianfa Investment”) /H1100/H11001,978,300 0.61 1,978,300 0.52 Shangqi Capital: – Qingdao Shangqi Huizhu Zhanxin Industry Investment Fund Partnership (Limited Partnership) (☃ිᛟ኷อପ ΥྫΆุ (Υྫ)) (“Shangqi Huizhu”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,091,540 0.95 3,091,540 0.82 – Foshan Shangqi Delian Automotive Equity Investment Partnership (Limited Partnership) (ٰ ᛆҳ༟ΥྫΆุ(ࠢ Υྫ)) (“Shangqi Delian”)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,478,480 0.76 2,478,480 0.65 – Ningbo Meishan Bonded Port Zone Jiechuang Equity Investment Partnership (Limited Partnership) (೼ಥਜઠ ᛆҳ༟ΥྫΆุ (Υྫ)) (“Ningbo Jiechuang”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,239,240 0.38 1,239,240 0.33 Geely Gongchuang No. 5 Investment (Tianjin) Partnership (Limited Partnership) ( Λл΍௴ͼ໮ ҳ༟(ݵ)ΥྫΆุ(Υ ྫ)) (“Geely”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,767,040 2.08 6,767,040 1.79 Hai Feng Investment Holding Limited (“Hai Feng Investment”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,963,160 6.44 20,963,160 5.53 HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 0– --- page 120 --- Name of Shareholder Number of Shares as of the Latest Practicable Date Approximate ownership percentage as of the Latest Practicable Date Number of Shares upon the Listing (4) Approximate Ownership percentage upon the Listing (4) (%) (%) Shenzhen Nanshan Hongtai Equity Investment Fund Partnership (Limited Partnership) (ʆᒿइ ΥྫΆุ(Ϟ Υྫ)) (“Nanshan Hongtai”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,747,660 3.91 12,747,660 3.36 Jiyuan Capital: – Suzhou Jiyuan Haoyue V enture Capital Partnership (Limited Partnership) (๕ ೱ˜௴ุҳ༟ΥྫΆุ (Υྫ)) (“Jiyuan Haoyue”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,656,320 1.74 5,656,320 1.49 – Suzhou Jiyuan Haoyuan V enture Capital Partnership (Limited Partnership) (๕ೱʩ௴ุҳ ༟ΥྫΆุ(Υྫ)) (“Jiyuan Haoyuan”) /H1100/H1100/H11004,194,480 1.29 4,194,480 1.11 Guangfa Xinde: – Zhuhai Gejin Guangfa Xinde Phase III Technology V enture Capital Fund (Limited Partnership) (ږࣸ Ҧ௴ุ ږ(Υྫ)) (“Zhuhai Xinde”) /H1100/H1100/H1100/H11004,478,300 1.38 4,478,300 1.18 – Dongguan Guangfa Xinde Phase I Technology V enture Investment Partnership (Limited Partnership) (߅ Ҧ௴ุҳ༟ΥྫΆุ (Υྫ)) (“Dongguan Xinde”) /H1100/H11002,786,500 0.86 2,786,500 0.74 Ningbo Meishan Bonded Port Area Cenyou V enture Capital Partnership (Limited Partnership) (ت ೼ಥਜҊС௴ุҳ༟ ΥྫΆุ(Υྫ)) (“Ningbo Cenyou”) /H1100/H1100/H1100/H1100/H11006,143,760 1.89 6,143,760 1.62 HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 111 – --- page 121 --- Name of Shareholder Number of Shares as of the Latest Practicable Date Approximate ownership percentage as of the Latest Practicable Date Number of Shares upon the Listing (4) Approximate Ownership percentage upon the Listing (4) (%) (%) Gongqingcheng Changshun Zhiying V enture Capital Partnership (Limited Partnership) (ഭ౽ ᙊ௴ุҳ༟ΥྫΆุ(ࠢ Υྫ)) (“Changshun Zhiying”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,260,260 1.62 5,260,260 1.39 Shanghai Pudong Haiwang Integrated Circuit Industry Private Equity Fund Partnership (Limited Partnership) (ऎૐ Υྫ Άุ(Υྫ)) (“Haiwang Fund”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,925,400 1.51 4,925,400 1.30 Shanghai Baolong Automotive Corporation (΅Ϟ ʮ̡) (“Baolong Automotive”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,824,900 1.48 4,824,900 1.27 GAC Investment: – Guangdong Guangqi Y uexiu Zhiyuan Industrial Investment Fund Partnership (Limited Partnership) (ᄿຩ൳Ӹ౽๕ପ ΥྫΆุ (Υྫ)) (“Guangqi Y uexiu”)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,312,820 0.71 2,312,820 0.61 – Guangdong Guangqi Zhiyuan No. 6 Equity Investment Partnership (Limited Partnership) (ٰ ᛆҳ༟ΥྫΆุ(ࠢ Υྫ)) (“Guangqi Zhiyuan”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,312,820 0.71 2,312,820 0.61 Mr. Zhou Y ongsen ( մ͑ಌ) /H11004,625,580 1.42 4,625,580 1.22 Mr. Ying Ting (࣎)H1100/H1100/H1100/H1100/H1100/H11004,485,180 1.38 4,485,180 1.18 Nanjing Jinti V enture Capital Partnership (Limited Partnership) (᜗௴ุ ҳ༟ΥྫΆุ(Υྫ)) (“Nanjing Jinti”) /H1100/H1100/H1100/H1100/H1100/H1100/H11004,304,520 1.32 4,304,520 1.14 HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 2– --- page 122 --- Name of Shareholder Number of Shares as of the Latest Practicable Date Approximate ownership percentage as of the Latest Practicable Date Number of Shares upon the Listing (4) Approximate Ownership percentage upon the Listing (4) (%) (%) Ma’anshan Huachun Baoxin Zhixin Equity Investment Partnership (Limited Partnership) (ڭ ᛆҳ༟ΥྫΆุ (Υྫ)) (“Huachun Baoxin”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,135,420 0.96 3,135,420 0.83 Zhuhai Huajin: – Zhuhai Huajin Lingyi Emerging Technology Industry Investment Fund (Limited Partnership) (ږ Ҧପุҳ༟ ږ(Υྫ)) (“Huajin Lingyi”) /H1100/H1100/H1100/H11003,092,880 0.95 3,092,880 0.82 – Zhuhai Huajin Shangying No. 7 Equity Investment Fund Partnership (Limited Partnership) (ٰ ΥྫΆุ (Υྫ)) (“Huajin Shangying”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110042,540 0.01 42,540 0.01 Beijing Guoqi Intelligent Connected V ehicle Industry Investment Center (Limited Partnership) ( ̏ԯ਷ӛ౽ঐ ၣᑌӛԓପุҳ༟ʕː(Ϟ Υྫ)) (“CICVC”) /H1100/H1100/H1100/H1100/H11002,955,240 0.91 2,955,240 0.78 Fibonacci V enture Capital: – Shenzhen Huiyue Growth Investment Fund Enterprise (Limited Partnership) (ҳ༟ Άุ(Υྫ)) (“Shenzhen Huiyue”) /H11002,220,360 0.68 2,220,360 0.59 – Shenzhen Tianhui Growth Investment Fund Enterprise (Limited Partnership) (ҳ༟ Άุ(Υྫ)) (“Shenzhen Tianhui”) /H1100 634,380 0.19 634,380 0.17 Shihezi Mingzhao Equity Investment Management Co., Ltd. (ٰ ʮ̡) (“SANY”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,813,580 0.86 2,813,580 0.74 HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 3– --- page 123 --- Name of Shareholder Number of Shares as of the Latest Practicable Date Approximate ownership percentage as of the Latest Practicable Date Number of Shares upon the Listing (4) Approximate Ownership percentage upon the Listing (4) (%) (%) Qufu Tianbo Investment Co., Ltd. (ʮ ̡) (“Qufu Tianbo”) /H1100/H1100/H1100/H1100/H11002,577,780 0.79 2,577,780 0.68 Hainan Shuangyi Hengrun Investment Partnership (Limited Partnership) (ی ᕐɓፅᆗҳ༟ΥྫΆุ(Ϟ Υྫ)) (“Shuangyi Hengrun”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,421,600 0.74 2,421,600 0.64 Ningbo Meishan Bonded Port Area Thriving V enture Capital Partnership (Limited Partnership) (ت ೼ಥਜ൴ጳ௴ุҳ༟ ΥྫΆุ(Υྫ) (“Thriving Capital”) /H1100/H1100/H1100/H1100/H1100829,380 0.25 829,380 0.22 Shanghai Changshun Jianye Consulting Management Co., Ltd. (ุፔ ʮ̡) (“Changshun Jianye”) /H1100/H1100/H1100/H1100486,840 0.15 486,840 0.13 Ms. Xu Jianming (׼ܔࢱ)H1100/H1100122,880 0.04 122,880 0.03 Suzhou Junwang Chuangxin No. 2 Investment Partnership (Limited Partnership) (ڃ ൩໮ҳ༟ΥྫΆุ(Υ ྫ)) (“Junwang Chuangxin”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110088,680 0.03 88,680 0.02 Other public Shareholders /H1100/H1100 – – 53,407,000 14.09 Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100325,634,820 100.0 379,041,820 100.00 (1) See “Relationship with Our Single Largest Group of Shareholders” for details. (2) See “—Pre-IPO Investments” for details. (3) Gongqingcheng Yingruichuang is a limited partnership and established under the laws of the PRC and controlled and managed by its general partner, Shanghai Y aoxu Management Consulting Co., Ltd. (ʮ̡), a wholly-owned subsidiary of Ms. Xu Hongru, our executive Director. Save for Mr. Zhang Zhicai ( ੵ౽ʑ), a director of Gainsil, holds approximately 31.29% partnership interests in Gongqingcheng Yingruichuang, none of the remaining five limited partners holds more than 30% partnership interests therein. (4) The relevant percentage is calculated without taking into account of any Shares that may be issued upon exercise of the Overallotment Option or the options under the 2026 Pre-IPO Share Option Scheme. CONCERT PARTY ARRANGEMENT To formalize their cooperation as Shareholders in achieving the shared goals and objective of our Group, Dr. Li and Mr. Li entered into the concert party agreement in October 2020, which was renewed in August 2025. See “Relationship with Our Single Largest Group of Shareholders” for further details of the concert party agreement. Dr. Li and Mr. Li, by entering into these agreements, confirmed and agreed that they have been acting in concert, and will act in concert when exercising their shareholder rights as Shareholders of our Company until termination of the concert party agreement by mutual consent. As of the Latest Practicable Date, Dr. Li and Mr. Li jointly controlled and was interested in approximately 32.25 HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 4– --- page 124 --- % of total issued share capital of our Company, and will hold approximately 27.71% of our enlarged total issued share capital immediately following the completion of the Global Offering (without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme). Therefore, upon Listing, they will constitute our Single Largest Group of Shareholders. See “Relationship with Our Single Largest Group of Shareholders” for further details. OUR PRINCIPAL SUBSIDIARIES The following entities were our subsidiaries which made a material contribution to our results of operation during the Track Record Period. Name Place of incorporation Date of incorporation Shareholding Principal business activities Shanghai SENASIC /H1100/H1100/H1100/H1100PRC January 9, 2019 100% Design, research, development and sales of chips products Gainsil /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC September 30, 2016 100% Design, research, development and sales of chips products MAJOR ACQUISITIONS AND DISPOSALS Acquisition of 100% Equity Interest in Gainsil On March 1, 2022, our Company entered into an equity transfer agreement with Kelong Fine Chemical, Inc. (ʮ̡), whose shares are listed on the Shenzhen Stock Exchange (Stock code: 300405) (“Kelon Fine Chemical”), pursuant to which our Company agreed to acquire 51.00% equity interest in Gainsil at a consideration of RMB59.70 million. On the same day, our Company entered into separate agreements with Mr. Zhang Zhicai ( ੵ౽ʑ) and Mr. Jiang Y ujun (ڲ) to acquire 17.54% and 8.36% equity interest in Gainsil at considerations of approximately RMB29.24 million and RMB13.94 million, respectively. The considerations for the acquisition were determined after arm’s length negotiations with reference to, among other things, the business performance and prospects. The above equity transfers were completed on May 26, 2022. Immediately upon completion of the acquisition, our Company held 76.90% equity interest in Gainsil and its financial results were consolidated into our accounts. In October 2022, our Company further acquired 11.10%, 5.00%, 5.00%, and 2.00% equity interest in Gainsil from Shanghai Y urong Electronic Technology Service Department (ਕ௅) (“Shanghai Y urong”), Shenzhen Huaqiou Electronics Co., Ltd. (ʮ̡) (“Shenzhen Huaqiou”), Shenzhen Jialichuang Investment Co., Ltd. (ʮ̡) (“Shenzhen Jialichuang”), and Shanghai Chansheng Semiconductor Technology Co., Ltd. (ࠢ ʮ̡) (“Shenzhen Chansheng”), respectively, at considerations of RMB11.10 million, RMB5.00 million, RMB5.00 million, and RMB2.00 million, respectively. The considerations for the acquisition were determined after arm’s length negotiations with reference to, among other things, the business performance and prospects of Gainsil, as well as the synergy brought to our development after such acquisitions. The above equity transfer was completed on October 14, 2022. Immediately upon completion and as at the Latest Practicable Date, our Company held 100% equity interest in Gainsil. To the best knowledge of our Directors, all of the above transferors and their respective ultimate beneficial owners were Independent Third Parties at the time of the acquisition. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 5– --- page 125 --- Gainsil is engaged in design, research and development and sales management of analog and mixed signal integrated circuits in the PRC. Our Directors are of the view that the acquisitions have enhanced our technological capabilities and product offerings in the semiconductor sector, and consider that the terms of the acquisitions were fair and reasonable and in the interests of our Company and our Shareholders as a whole. As advised by our PRC Legal Advisor, the equity transfers and increases in the registered capital in respect of our Company as described above have been completed and settled, and all material regulatory approvals, registrations or filings have been granted in accordance with PRC laws and regulations. PRE-IPO INVESTMENTS To fund our strategic growth and broaden our shareholder base, we have conducted several rounds of Pre-IPO investments since the incorporation of our Company. The following sets forth details of our Pre-IPO investments: Principal Terms of the Pre-IPO Investments The table below summarizes the principal terms of the pre-IPO investments: Name of Pre-IPO Investor(s) Date of agreement Date of settlement Registered capital of our Company subscribed for/acquired Consideration Cost per Share paid (2)(3) Discount to the Offer Price (4) (RMB) (RMB) (RMB) (%) Angel Investments (Pre-money valuation: RMB19 million; Post-money valuation: RMB27 million (1)) Ningbo Jiakaisheng Investment Partnership (Limited Partnership) ( ྐྵ ྗ௱ସҳ༟ΥྫΆุ(Ϟ Υྫ)) (“Jiakaisheng”) /H1100 August 31, 2015 November 25, 2016 8,000,000 8,000,000 0.02 99.87 May 18, 2017 December 26, 2017 240,000 7,800,000 0.54 96.62 Series A Investments (Pre-money valuation: RMB85 million; Post-money valuation: RMB105 million (1)) Huaxin Chuangyuan /H1100/H1100/H1100/H1100June 20, 2017 July 24, 2017 207,088 12,230,000 0.98 93.86 Shihezi Mingzhao Gongying V enture Capital Partnership (Limited Partnership )(׼ ๫΍ᙊ௴ุҳ༟ΥྫΆุ Υྫ) (“SANY Gongying”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 June 20, 2017 July 9, 2017 131,568 7,700,000 0.98 93.86 Series B Investments (Pre-money valuation: RMB230 million; Post-money valuation: RMB280 million (1)) Equity subscription in August 2018 Huaxin Chuangyuan /H1100/H1100/H1100/H1100August 5, 2018 September 20, 2018 45,843 5,928,022 2.16 86.48 Nanshan Hongtai /H1100/H1100/H1100/H1100/H1100/H1100August 5, 2018 August 24, 2018 231,999 30,000,000 2.16 86.48 Shenzhen Huiyue /H1100/H1100/H1100/H1100/H1100/H1100August 5, 2018 August 15, 2018 90,221 11,666,667 2.16 86.48 Shenzhen Tianhui /H1100/H1100/H1100/H1100/H1100/H1100August 5, 2018 August 14, 2018 25,778 3,333,333 2.16 86.48 HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 6– --- page 126 --- Name of Pre-IPO Investor(s) Date of agreement Date of settlement Registered capital of our Company subscribed for/acquired Consideration Cost per Share paid (2)(3) Discount to the Offer Price (4) (RMB) (RMB) (RMB) (%) Equity transfer in March 2019 (6) Qufu Tianbo /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100January 25, 2019 January 29, 2019 42,963 5,000,000 1.94 87.85 Series B+ Investments (Pre-money valuation: RMB450 million; Post-money valuation: RMB520 million (1)) Equity subscription in April 2019 Jingwei /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100April 6, 2019 April 26, 2019 355,745 70,000,000 3.28 79.46 Series C Investments (Pre-money valuation: RMB620 million; Post-money valuation: RMB783 million (1)) Equity subscription in October 2020 Hai Feng Investment /H1100/H1100/H1100/H1100October 15, 2020 November 26, 2020 322,547 70,000,000 3.62 77.33 Changjiang Chendao /H1100/H1100/H1100/H1100October 15, 2020 October 22, 2020 138,235 30,000,000 3.62 77.33 Nanjing Jinti /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100October 15, 2020 December 30, 2020 138,235 30,000,000 3.62 77.33 Thriving Capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100October 15, 2020 October 22, 2020 13,823 3,000,000 3.62 77.33 Equity transfer in October 2020 (5) Ningbo Cenyou /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100October 29, 2020 November 3, 2020 102,396 20,000,000 3.26 77.33 Equity subscription in December 2020 Baolong Automotive /H1100/H1100/H1100/H1100December 1, 2020 January 15, 2021 138,235 30,000,000 3.62 77.33 Series C+ Investments (Pre-money valuation: RMB2,000 million; Post-money valuation: RMB2,121 million (1)) Equity transfer in 2021 Shanghai Guoce Green Technology Manufacturing Private V enture Capital Partnership (Limited Partnership) ( ɪऎ਷ഄၠ ږ ΥྫΆุ(Υྫ)) (7) (“Guoce Investment”) /H1100/H1100/H1100 December 30, 2021 January 28, 2022 78,351 30,000,141 6.38 60.05 Jiaxing Xingxin Equity Investment Partnership (Limited Partnership) ( ྗ ᛆҳ༟ΥྫΆุ (Υྫ), formerly known as Huzhou Xingxin Equity Investment Partnership (Limited Partnership) (௴ ุҳ༟ΥྫΆุ(Υ ྫ))) (8) (“Jiaxing Xingxin”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 December 30, 2021 February 21, 2022 22,549 9,999,770 7.39 53.73 HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 7– --- page 127 --- Name of Pre-IPO Investor(s) Date of agreement Date of settlement Registered capital of our Company subscribed for/acquired Consideration Cost per Share paid (2)(3) Discount to the Offer Price (4) (RMB) (RMB) (RMB) (%) Ningbo Jiechuang (9) /H1100/H1100/H1100/H1100/H1100December 30, 2021 February 28, 2022 4,510 2,000,043 7.39 53.73 Shangqi Huizhu (9) /H1100/H1100/H1100/H1100/H1100/H1100December 30, 2021 January 28, 2022 13,530 6,000,128 7.39 53.73 Shangqi Delian (9) /H1100/H1100/H1100/H1100/H1100/H1100December 30, 2021 January 28, 2022 9,020 4,000,085 7.39 53.73 Equity subscription in March 2022 Guoce Investment /H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 January 28, 2022 20,180 10,000,000 8.26 48.28 Ningbo Jiechuang /H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 February 28, 2022 16,144 8,000,000 8.26 48.28 Shangqi Huizhu /H1100/H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 January 28, 2022 48,432 24,000,000 8.26 48.28 Shangqi Delian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 January 28, 2022 32,288 16,000,000 8.26 48.28 Shuangyi Hengrun /H1100/H1100/H1100/H1100/H1100March 1, 2022 February 11, 2022 40,360 20,000,000 8.26 48.28 Wuxi Hancheng Jinghe V enture Capital Partnership (Limited Partnership) ( ೌ፼ᖍ༐౻ ͫ௴ุҳ༟ΥྫΆุ(ࠢ Υྫ)) (“Wuxi Hancheng”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 March 1, 2022 June 30, 2022 20,180 10,000,000 8.26 48.28 Yibin Chendao /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 January 29, 2022 40,360 20,000,000 8.26 48.28 Hai Feng Investment /H1100/H1100/H1100/H1100/H1100March 1, 2022 January 29, 2022 26,839 13,300,000 8.26 48.28 Series D Investments (Pre-money valuation: RMB2,700 million; Post-money valuation: RMB3,183 million (1)) Equity transfer in June 2023 Guangqi Y uexiu (10) /H1100/H1100/H1100/H1100/H1100June 9, 2023 July 6, 2023 38,547 20,000,000 8.65 45.84 Yibin Lvneng (11) /H1100/H1100/H1100/H1100/H1100/H1100/H1100April 27, 2023 October 18, 2022 28,910 15,000,000 8.65 45.84 Changshun Zhiying (11) /H1100/H1100/H1100April 27, 2023 November 4, 2022 21,999 11,414,044 8.65 45.84 Geely (12) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 August 7, 2023 96,366 49,999,730 8.65 45.84 Equity subscription in June 2023 Mixed Reform Fund /H1100/H1100/H1100/H1100/H1100June 9, 2023 June 27, 2023 328,360 200,000,000 10.15 36.45 Yibin Lvneng /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 October 28, 2022 57,463 35,000,000 10.15 36.45 Changshun Zhiying /H1100/H1100/H1100/H1100/H1100June 9, 2023 October 27, 2022 65,672 40,000,000 10.15 36.45 Geely /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 August 3, 2023 16,418 10,000,000 10.15 36.45 HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 8– --- page 128 --- Name of Pre-IPO Investor(s) Date of agreement Date of settlement Registered capital of our Company subscribed for/acquired Consideration Cost per Share paid (2)(3) Discount to the Offer Price (4) (RMB) (RMB) (RMB) (%) Jiyuan Haoyue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 July 1, 2023 94,272 57,420,000 10.15 36.45 Jiyuan Haoyuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 July 1, 2023 69,908 42,580,000 10.15 36.45 CICVC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 June 28, 2023 49,254 30,000,000 10.15 36.45 Equity transfer in August 2023 Guangqi Zhiyuan (13) /H1100/H1100/H1100/H1100/H1100August 2, 2023 August 17, 2023 38,547 20,000,000 8.65 45.84 SANY (14) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100August 2, 2023 September 8, 2023 46,893 2,571,575 0.91 94.30 Changshun Jianye (14) /H1100/H1100/H1100/H1100August 2, 2023 September 28, 2023 8,114 444,952 0.91 94.30 Equity subscription in August 2023 Haiwang Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100August 2, 2023 August 7, 2023 82,090 50,000,000 10.15 36.45 Junwang Chuangxin /H1100/H1100/H1100/H1100/H1100August 2, 2023 August 8, 2023 1,478 900,000 10.15 36.45 Equity transfer in November 2023 (15) Zhuhai Xinde /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100November 17, 2023 January 3, 2024 223,915 45,461,296 10.15 36.45 Dongguan Xinde /H1100/H1100/H1100/H1100/H1100/H1100/H1100November 17, 2023 January 3, 2024 139,325 28,287,029 10.15 36.45 Series D+ Investments (Pre-money valuation: RMB3,500 million; Post-money valuation: RMB3,635 million (1)) Equity transfer in July 2024 (16) Huajin Lingyi /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 24, 2024 154,644 29,593,000 9.57 40.08 Huajin Shangying /H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 23, 2024 2,127 407,000 9.57 40.08 Huachun Baoxin /H1100/H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 30, 2024 156,771 30,000,000 9.57 40.08 Jianfa Emerging Industry /H1100/H1100July 4, 2024 July 19, 2024 195,963 37,500,000 9.57 40.08 Jianfa Changrong /H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 19, 2024 65,321 12,500,000 9.57 40.08 Equity subscription in July 2024 Jianfa Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 19, 2024 100,781 22,500,000 11.16 30.12 Jianfa Changrong /H1100/H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 19, 2024 33,594 7,500,000 11.16 30.12 Equity subscription and transfer in November 2024 (17) CVC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100November 11, 2024 November 19, 2024 705,467 150,000,000 10.63 33.44 (1) The post-money valuation is calculated by dividing the total consideration of equity subscriptions under the relevant round of the Pre-IPO investment by the percentage of the new subscribed equity interest in the total registered capital of our Company at the relevant time. The pre-money valuation is calculated by excluding the total consideration of equity subscriptions from the post-money valuation under the relevant round of the Pre-IPO investment. The valuation of our Company has been increasing along with our rapid business development. (2) The cost per Share is arrived at by dividing the total consideration by the total number of issued Shares of our Company upon the Listing, without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme. (3) Under certain transfers of equity interest between our investors, the relevant investors considered various factors, such as timing of the transaction, past or present relationships between the parties and their respective bargaining power in the negotiations when determining the consideration, in addition to the then valuation of our Company, and thus agreed on a discount to the then valuation. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE –1 1 9– --- page 129 --- (4) The discount to the Offer Price is calculated based on the Offer Price of HK$18.36, and without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme. (5) The equity interest was transferred from Dr. Li, Mr. Li and Jiakaisheng. (6) The equity interest was transferred from Huaxin Chuangyuan, SANY Gongying and Ruixinchuang Partnership. (7) The equity interest was transferred from Huaxin Chuangyuan. (8) The equity interest was transferred from SANY Gongying. (9) The equity interest was transferred from Wuxi Hancheng. (10) The equity interest was transferred from Shenzhen Huiyue. (11) On March 1, 2022, Jiakaisheng transferred RMB121,149, RMB70,751 and RMB1,939 of our registered share capital to Mr. Zhou Y ongsen ( մ͑ಌ), Mr. Ying Ting (࣎both being its limited partners), and Ms. Xu Jianming (׼ܔࢱbeing its general partner) at considerations of RMB5,093,104.56, RMB2,974,231.97 and RMB81,522.79, respectively.On March 3, 2022, Jiakaisheng further transferred RMB6,853, RMB4,002 and RMB109 of our registered share capital to Mr. Zhou Y ongsen (մ͑ಌ), Mr. Ying Ting (࣎and Ms. Xu Jianming (׼ܔࢱat considerations of RMB1,093,750, RMB638,750 and RMB17,500, respectively. Such transactions were completed on April 20, 2022 and June 13, 2022, respectively. The equity interest listed in the table above was transferred from Mr. Zhou Y ongsen ( մ͑ಌ). (12) The equity interest was transferred from Nanjing Jinti, Shenzhen Huiyue and Shenzhen Tianhui. (13) The equity interest was transferred from Baolong Automotive. (14) The equity interest was transferred from SANY Gongying, which is managed and controlled by SANY , its general partner. To the best knowledge of our Company, the equity transfer was made after arm’s length negotiations between the parties with reference to, among others, the liquidity discount of the Shares as compared to the share price of public companies at that time in light of then market conditions and preferential discount provided by the transferor to transferees which are affiliates or business partner of the transferee. As such, there was significant larger discount for the investments made by SANY , an affiliate of SANY Gongying, and Changshun Jianye, an business partner of SANY Gongying, in the equity transfer in August 2023. (15) The equity interest was transferred from Guoce Investment and Jiaxing Xingxin. (16) The equity interest was transferred from Shanghai Ruixinchuang. (17) On November 11, 2024, CVC entered into an investment agreement with each of Nanshan Hongtai, Hangzhou Chuangqian, Shangqi Huizhu and Huaxin Chuangyuan, pursuant to which, CVC agreed to purchase RMB58,614, RMB89,877, RMB31,309 and RMB55,356 of registered capital of our Company from Nanshan Hongtai, Hangzhou Chuangqian, Shangqi Huizhu and Huaxin Chuangyuan, at considerations of RMB11,216,411, RMB17,199,135, RMB5,991,330 and RMB10,593,124, respectively. On the same date, CVC entered into investment agreements with our Company, Dr. Li, Mr. Li, Shanghai Ruixinchuang and Shanghai Chuangyingrui, pursuant to which, CVC was agreed to (i) subscribe for RMB335,937 of registered capital of our Company at a consideration at RMB75 million, and (ii) subscribe the convertible bonds at RMB223.2562 per Share and RMB30.00 million in total and entitled to convert such bonds to 134,374 Shares upon satisfaction of conditions, respectively. On July 30, 2025, the general meeting of our Company considered and approved that CVC to convert such bonds to 134,374 Shares given the conditions for conversion have been fulfilled. Such conversion has been completed on August 6, 2025. (18) The increase in the market value of our Company was due to the continued growth of our business and R&D progress. In 2018, 2021, 2022 and 2024, we successively commenced massive production of our chip products and entered into various rapid growth industries such as new energy, automotive and electronics industries. See “—Business Milestones” and “Business” section for details. Strategic Benefits and Basis of Determining the Consideration Paid The Consideration for Pre-IPO Investments was based on arms’ length negotiation between our Company and the Pre-IPO investors after taking into consideration of a number of factors, including but not limited to (1) status of milestones and prospects of R&D and commercialization of our chip products; (2) our realized and projected operating revenue scale; (3) our R&D management system and execution efficiency and other factors of our Company; and (4) the timing of the investments, the market value and the prospects of our business. We are of the view that (i) our Group would benefit from the additional capital provided by the Pre-IPO Investors; (ii) our Group could benefit from the Pre-IPO Investors’ knowledge and experience and take advantage of their industry resources and networks, while at the same time broaden our shareholder base; and (iii) the Pre-IPO Investors’ investment demonstrated their confidence in our Group and served as an endorsement of our performance, strengths and prospects. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 120 – --- page 130 --- Use of Proceeds from the Pre-IPO Investments The proceeds received by us from the pre-IPO investments which involved subscriptions of increased registered capital of our Company amounted to approximately RMB1,051 million. As of the Latest Practicable Date, the net proceeds from the Pre-IPO investments had been fully utilized. The proceeds from the Pre-IPO investments have been utilized for our general operation and working capital purposes. Special Rights of Our Pre-IPO Investors In connection with the pre-IPO investments, our Pre-IPO Investors were granted certain special rights, including, among others, pre-emptive right, right of first refusal, right of co-sale, redemption right, information right, anti-dilution right, and special rights in liquidation pursuant to certain shareholders agreements of our Company. In anticipation of the Global Offering, our Shareholders have entered into the supplemental agreement to the shareholders agreement dated September 4, 2025, pursuant to which, (i) the redemption right was terminated and (ii) all the other special rights granted to our Pre-IPO Investors will be terminated prior to the Listing. All such special rights will automatically and fully resume effect if (i) our Company withdraws its Listing application, (ii) the application is rejected, unaccepted, or otherwise denied by the relevant regulatory authorities or the Stock Exchange, or (iii) the Listing is not completed by December 31, 2027. Joint Sponsors’ Confirmation On the basis that (i) the considerations for the Pre-IPO Investments were settled in compliance with Chapter 4.2 of the Guide; and (ii) the redemption and divestment rights granted to the Pre-IPO Investors had been terminated prior to the submission of Listing application to the Stock Exchange and all other special rights will be terminated upon Listing, the Joint Sponsors confirm that the Pre-IPO Investments are in compliance with Chapter 4.2 of the Guide. Information regarding Our Principal Pre-IPO Investors Set out below is a description of our existing Pre-IPO Investors. To the best knowledge of our Directors, each of our principal Pre-IPO Investors as well as their ultimate beneficial owners is independent from and not connected with any Director, chief executive or substantial shareholder of our Company, or its subsidiaries, or any of their respective close associates, and each of such Pre-IPO Investors is independent from each other unless as disclosed below. Mixed Reform Fund Mixed Reform Fund is a limited liability company incorporated in the PRC and principally engaged in equity investment, asset management, investment advisory and corporate management advisory, with an investment focus on key strategic fields, core technical domains and others. It is controlled and owned as to 34.23% by China Chengtong Holdings Group Limited (ʮ̡), which is a wholly-owned subsidiary of the State-owned Assets Supervision and Administration Commission of the State Council (ึ). The remaining 18 shareholders of Mixed Reform Fund are Independent Third Parties, none of which individually holds more than 30% interests in Mixed Reform Fund. Jingwei Jingwei is an equity investment fund in the form of limited partnership and established under the laws of the PRC. The general partner of Jingwei is Hangzhou Maiqisi Investment Partnership (Limited Partnership) (ҳ༟ΥྫΆุ(Υྫ)), the general partner of which is Hangzhou Jingwei Investment Management Co., Ltd. (ʮ̡). All of the 31 limited partners of Jingwei are Independent Third Parties, none of which holds more than 30% of limited partnership in Jingwei. Hangzhou Jingwei Investment Management Co., Ltd. is owned as to 90.00% by Zuo Lingye ( ̸Ὃ⮶) and 10.00% by Xiao Ping ( ӽറ). Jingwei is managed by its fund manager, Shanghai Jingzhuo Investment HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 121 – --- page 131 --- Management Co., Ltd. (ʮ̡) (“Shanghai Jingzhuo”). Shanghai Jingzhuo has primarily focused its investments in specialized technology sectors in recent years, and has invested in many reputable technology companies such as Li Auto, Unitree Robotics, Muxi and LandSpace. Chendao (being Changjiang Chendao, Yibin Lvneng and Yibin Chendao) Each of Changjiang Chendao, Yibin Lvneng and Yibin Chendao is an equity investment fund in the form of limited partnership and established under the laws of the PRC, all being controlled and managed by their general partner, Chendao Capital LLP (೼ಥਜો༸ҳ༟ΥྫΆุ(Υྫ)) (“Chendao Capital”). Chendao Capital is controlled by Ningbo Meishan Bonded Port Area Yitian Investment Co., Ltd. (ʮ̡) as its general partner and in turn owned as to 67.00% by Guan Chaoyu ( ᗫಃЯ) and 33.00% by Zhang Shuqin (ා). The funds managed by Chendao Capital primarily focus on investments in strategic emerging industries, including green and low-carbon technologies, high-end equipment manufacturing, new materials, and semiconductors. Shangqi Capital (being Shangqi Huizhu, Shangqi Delian and Ningbo Jiechuang) Each of Shangqi Huizhu, Ningbo Jiechuang and Shangqi Delian are limited partnerships established under the laws of the PRC. They are managed and controlled by Shanghai Shangqi Investment Management Partnership Enterprise (Limited Partnership) (☃ҳ༟၍ଣΥྫΆุ(Υྫ)) (“Shangqi Capital”) as general partner. Shangqi Capital was established in 2012 and is a private equity fund manager focusing on automotive supply chain investments such as smart driving, advanced manufacturing, new energy and materials. Shangqi Capital is owned as to 40% of limited partnership by SAIC Motor Financial Holdings Co., Ltd. (ʮ̡), which is ultimately controlled by SAIC Motor Corporation Ltd. (ʮ̡), the shares of which are listed on the Shanghai Stock Exchange (stock code: 600104)). Shangqi Huizhu is owned as to 17.73%, 17.73% and 11.82% of limited partnership by SAIC Motor Investment Capital Co., Ltd. (ᛆҳ༟ ʮ̡), Shanghai Ruichuang Automobile Sales Co., Ltd. (ʮ̡) and SAIC Motor Financial Holdings Co., Ltd. (ʮ̡), respectively, all of which are ultimately controlled by the State-owned Assets Supervision and Administration Commission of Shanghai (ึ). None of the other limited partners of Shangqi Huizhu holds more than 30% of its limited partnership. Shangqi Delian is owned as to 59.41% of limited partnership by Guangdong Delian Group Co., Ltd. (ʮ̡), the share of which are listed on the Shenzhen Stock Exchange (stock code: 002666). None of the other limited partners of Shangqi Delian holds more than 30% of its limited partnership. Ningbo Jiechuang is owned as to 99.99% of limited partnership by SAIC Motor Investment Management Co., Ltd. (ʮ̡), which is ultimately controlled by the State-owned Assets Supervision and Administration Commission of Shanghai ( ɪऎ̹਷Ϟ༟ପ္ຖ၍ ึ). Geely Geely is an equity investment fund in the form of limited partnership and established under the laws of the PRC. It is controlled and managed by Geely (Tianjin) Private Equity Fund Management Co., Ltd. (Λл(ݵ)ʮ̡) (“Geely Tianjin”) as its general partner, holding approximately 1.64% partnership interest in Geely. Geely Tianjian is indirectly wholly-owned by Zhejiang Geely Holding Group Company Limited (ʮ̡) (“Geely Holding”), which is ultimately beneficially wholly-owned by Mr. Li Shufu (၅) (“Mr. Li”) and his associate. Geely is held by Geely Haihe Co-creation Investment (Tianjin) Partnership (Limited Partnership) (΍௴ҳ༟(ݵ)ΥྫΆุ(Ϟ Υྫ)) (“Geely Haihe”) as to 95.74% as a limited partner. Geely Haihe is controlled and managed by Geely Investment Management (Tianjin) Co., Ltd. ( Λлҳ༟၍ଣ(ݵ)ʮ̡) and Geely Investment Management (Zhenjiang) Co., Ltd. ( Λлҳ༟၍ଣ(ᕄϪ)ʮ̡) as its general partners, each holding approximately 0.42% partnership interest therein. Each of the general partners of Geely Haihe is ultimately controlled by Mr. Li. None of the limited partners of Geely Haihe hold more than 30% partnership interest therein. Our Group became acquainted with Geely through introduction. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 122 – --- page 132 --- CVC CVC is a limited partnership and established under the laws of the PRC. CVC is controlled and managed by China V enture Capital Xinzhi Investment Development (Guangzhou) Limited Partnership Enterprise (Limited Partnership) (࢝(ᄿψ)ΥྫΆุ(Υྫ)) (“CVC Xinzhi Investment Development”), which is controlled and managed by its general partner, China V enture Capital Innovation Private Equity Fund Management Co., Ltd. (ʮ̡) (“CVC Innovation”). CVC is owned as to 58.60% of limited partnership by China V enture Capital Innovation Investment Fund Co., Ltd. (ʮ̡), which is controlled by China Reform Holding Corporation, Ltd. (ப΂ʮ̡) (“China Reform”), a wholly-owned subsidiary of the State Council ( ਷ਕ৫). None of the other limited partners of CVC holds 30% or more of its limited partnership. CVC Innovation is controlled by China Reform Fund Management Co., Ltd. (ږ ʮ̡) (“China Reform Fund”), which is controlled by China Reform. C&D Investment (being Jianfa Emerging Industry and Jianfa Changrong) Jianfa Emerging Industry is a limited partnership established under the laws of the PRC. It is controlled and managed by its general partner, Xiamen Jianxin Investment Co., Ltd. (ࠢ ʮ̡) (“Xiamen Jianxin”). Jianfa Emerging Industry is owned as to 99.96% of limited partnership by Xiamen C&D Emerging Industry Equity Investment Co., Ltd. (ப΂ʮ̡) (“Xiamen C&D Investment”)), which is wholly owned by the State-owned Assets Supervision and Administration Commission of the Xiamen Municipal People’s Government (਷Ϟ༟ପ္ ึ). Jianfa Changrong is an equity investment fund in the form of limited partnership and established under the laws of the PRC. It is controlled and managed by its general partner, Xiamen Jianxin. None of the 13 limited partners of Jianfa Changrong holds more than 30% of its limited partnership. Xiamen Jianxin is directly and indirectly wholly owned by Xiamen C&D Investment. Xiamen C&D Investment was established in 2014 and is one of the five major business segments of Xiamen C&D Group Co., Ltd. (ʮ̡), a Fortune Global 500 company. Huaxin Chuangyuan Huaxin Chuangyuan is an equity investment fund in the form of limited partnership and established under the laws of the PRC. It is controlled and managed by its general partner, Qingdao Huaxin Boyuan V enture Capital Management Center (Limited Partnership) (௴ุҳ༟၍ଣʕː(Υྫ)), which is controlled by its general partner, Huaxin Y uanchuang (Qingdao) Investment Management Co., Ltd. (௴(ࢥڡ)ʮ̡) (“Qingdao Huaxin”) and in turn wholly owned by Sakarya Limited, a company incorporated under the laws of Hong Kong. None of the 12 limited partners of Huaxin Chuangyuan holds more than 30% of its limited partnership. Our Other Existing Pre-IPO Investors Hai Feng Investment Hai Feng Investment is a limited company incorporated in Hong Kong and is principally engaged in equity investment. As of the Latest Practicable Date, Hai Feng Investment is wholly owned by SL Capital Fund I, L.P ., the general partner of which is a wholly-owned subsidiary of SL Capital Partners Limited and ultimately controlled by SK Inc., Chen Hao ( ௓ख), Zhu Linan (یLi Jiaqing (ᅅ) and Wang Nengguang ( ˮঐΈ), each being an Independent Third Party. Except for Great Unity Fund I, L.P ., which holds 84.50% of the limited partnership of SL Capital Fund I, L.P ., none of the other limited partners holds more than 30% of the partnership therein. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 123 – --- page 133 --- Nanshan Hongtai Nanshan Hongtai is a limited partnership established under the laws of the PRC. It is controlled and managed by its general partner, Hongtai (Shenzhen) Industrial Investment Fund Management Enterprise (Limited Partnership) ( ᒿइ(ଉέ)၍ଣΆุ(Υྫ)), which is controlled by Shenzhen Hongtai Fund Investment Management Co., Ltd. (ʮ̡) as its general partner (“Shenzhen Hongtai”). Shenzhen Hongtai is in turn owned as to 33.34%, 33.33% and 33.33% by two independent individuals and Shenzhen Houwang Investment Management Co., Ltd. (ૐҳ༟၍ଣ ʮ̡), respectively. Shenzhen Houwang Investment Management Co., Ltd. is owned as to 99.00% by Zeng Zhijie (؏Except for National Integrated Circuit Industry Investment Fund Co., Ltd. (ණ ʮ̡), which holds 43.75% of limited partnership of Nanshan Hongtai and is collectively launched by a number of institutions, mainly including the Ministry of Finance of the PRC, China Development Bank Capital Corporation Ltd, State Tobacco Monopoly Administration and Beijing E-Town International Investment & Development Co., Ltd., none of the other limited partners holds more than 30% limited partnership therein. Ningbo Cenyou Ningbo Cenyou is limited partnership established under the laws of the PRC. The general partner of Ningbo Cenyou is Shanghai Cenhuang Investment Co., Ltd. (ʮ̡), which is controlled by Li Lihua ( ҽᘆശ). Except for Zhang Zijie (؏who holds 71.50% of the limited partnership of Ningbo Cenyou, none of the other limited partners holds more than 30% limited partnership therein. Ningbo Cenyou entered into an acting-in concert agreement with Dr. Li and Mr. Li in October 2020 and such agreement was terminated in August 2025. The Company considers that the termination of the acting-in-concert arrangement with Ningbo Cenyou did not adversely affect the management and operations of our Company given that (i) Ningbo Cenyou was only a financial investor holding less than 2% of the Shares during the Track Record Period without any nomination right for Director or our management, and it has no intention to and has never participated in the daily management or operation of our Company; and (ii) all our executive Directors, our core management and our controlling Shareholders remained unchanged during the Track Record Period. Jiyuan Haoyue and Jiyuan Haoyuan (collectively, “Jiyuan Capital”) Jiyuan Haoyue is an equity investment fund in the form of limited partnership and established under the laws of the PRC and controlled and managed by its general partner, Zhangjiagang Y uanyu Enterprise Management Partnership (Limited Partnership) (ಥ๕ρΆุ၍ଣΥྫΆุ(Υྫ)), which is controlled by Shanghai Jican Management Consulting Co., Ltd. (ʮ̡)a si t s general partner. None of the limited partners holds more than 30% of the interests in Jiyuan Haoyue. Jiyuan Haoyuan is an equity investment fund in the form of limited partnership and established under the laws of the PRC and controlled and managed by its general partner, Shanghai Jiyuan Huining Enterprise Management Partnership (Limited Partnership) (๕ිྐྵΆุ၍ଣΥྫΆุ(Υྫ)), which is controlled by Shanghai Jican Management Consulting Co., Ltd. (ʮ̡)a s its general partner. None of the limited partners holds more than 30% of the interests in Jiyuan Haoyuan. Shanghai Jican Management Consulting Co., Ltd. (ʮ̡) is owned as to 33.40% by Xu Bingdong (؇ފࢱ33.30% by Wu Chenyao ( ю௓గ) and 33.30% by Li Haojun (ࠏ.) Changshun Zhiying and Changshun Jianye Changshun Zhiying is an equity investment fund in the form of limited partnership and established under the laws of the PRC and controlled and managed by its general partner holding approximately 0.1% of the partnership interest, Gongqingcheng Changshun Jianye Investment Partnership (LP) (ܔ ุҳ༟ΥྫΆุ(Υྫ)), which is managed by general partner, Sanya Pengzhe Private Fund HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 124 – --- page 134 --- Management Co., Ltd. (ʮ̡), which is owned as to 85.00% by Y ang Bing ( เ Ώ) and 15.00% by Lu Xiaoting ( ௔ወణ). Changshun Jianye is a limited partner of Changsun Zhiying holding 99.9% partnership interest. Changshun Jianye is wholly owned by Shi Jianxiang (ୂ). Haiwang Fund Haiwang Fund is an equity investment fund in the form of limited partnership and established under the laws of the PRC. It is controlled and managed by its general partner, Shanghai Pudong Y unwang Integrated Circuit Center (Limited Partnership) (⪯ૐණϓཥ༩ʕː(Υྫ)), which is controlled by its general partner, Shanghai Pudong Haiwang Private Equity Fund Management Co., Ltd. (ʮ̡), a company owned as to 49% by Shanghai Pudong Kechuang Group Co., Ltd. (ʮ̡) (“Shanghai Pudong Kechuang”). Shanghai Pudong Kechuang is owned as to 90% by the State-owned Assets Supervision and Management Commission of Shanghai Pudong New Area (ึ) and as to 10% by Shanghai Municipal Finance Bureau (҅). Except for Shanghai Pudong Kechuang, none of the other shareholders of Shanghai Pudong Haiwang Private Equity Fund Management Co., Ltd. owns more than 30% of its equity interests. Haiwang Fund is owned as to 23.70% and 17.54% of limited partnership by Shanghai Pudong Science and Technology Innovation Investment Fund Partnership Enterprise (Limited Partnership) (ΥྫΆุ(Υྫ)), an equity fund ultimately controlled by the State-owned Assets Supervision and Management Commission of Shanghai Pudong New Area ( ɪऎ ึ) and Shanghai Pudong Kechuang, respectively. None of the other limited partners of Haiwang Fund holds more than 30% of its limited partnership. Baolong Automotive Baolong Automotive is a joint stock company incorporated in the PRC principally engaged in manufacture, sales, research and development and investment automotive parts and components, whose shares are listed on the Shanghai Stock Exchange (stock code: 603197). Mr . Zhou Yongsen ( մ͑ಌ), Mr . Ying Ting (࣎and Ms. Xu Jianming (׼ܔࢱ) Each of Mr. Ying Ting and Mr. Zhou Y ongsen is an individual investor and is a limited partner of Jiakaisheng, a limited partnership established under the laws of the PRC, holding 36.50% and 62.50% partnership interests, respectively. Ms. Xu Jianming is an individual investor and is the general partner of Jiakaisheng. She served as our Supervisor from September 2015 to November 2024. Zhuhai Xinde and Dongguan Xinde (collectively, “Guangfa Xinde Investment”) Each of Zhuhai Xinde and Dongguan Xinde is a limited partnership and established under the laws of the PRC. Both of them are controlled and managed by their general partner, GF Xinde Investment Management Co., Ltd. (ʮ̡) (“GF Xinde”), which is wholly owned by GF Securities Co., Ltd. (ʮ̡) (“GF Securities”), a company engaged in investment banking, wealth management, trading and institutional services, and investment management, whose shares are listed on both the Shenzhen Stock Exchange (stock code: 000776) and the Stock Exchange (stock code: 1776). Zhuhai Xinde is owned as to 20.00% and 18.54% of limited partnership by GF Xinde and GF Qianhe Investment Co., Ltd. (ʮ̡) (“GF Qianhe”), respectively, both of which are wholly- owned subsidiaries of GF Securities. None of the other partners of Zhuhai Xinde holds more than 30% of its limited partnership. Dongguan Xinde is owned as to 26.67% by GF Qianhe, 20.00% by GF Xinde, 20.00% by Dongguan Industrial Investment Master Fund Co., Ltd. (ʮ̡), a wholly-owned subsidiary of the State-owned Assets Supervision and Administration Commission of Dongguan Municipal People’s Government (ึ), and 10.00% by Dongguan Fenggang Qihang Investment Partnership Enterprise (Limited Partnership) (୷̹ჾ੪ৎঘҳ༟ΥྫΆุ(Υ HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 125 – --- page 135 --- ྫ)) which is in turn owned as to 99.00% by Dongguan Fenggang Qihang Investment Development Co., Ltd. (ʮ̡), a wholly-owned subsidiary of People’s Government of Fenggang Town of Dongguan (ִ݁and 1.00% by Dongguan Jinkong Equity Investment Fund Co., Ltd. (ʮ̡), a wholly-owned subsidiary of State- owned Assets Supervision and Administration Commission of Dongguan Municipal People’s Government (ึ). None of the other partners of Dongguan Xinde holds more than 30% of its limited partnership. Nanjing Jinti Nanjing Jinti is an equity investment fund in the form of limited partnership and established under the laws of the PRC and controlled and managed by its general partner, Nanjing Jin’ou V enture Capital Management Partnership (Limited Partnership) (ጀ௴ุҳ༟၍ଣΥྫΆุ(Υྫ)), which is controlled by Jinyu Maowu (Tibet) V enture Capital Management Co., Ltd. (ي߱ڠږ(Гᔛ)௴ุҳ༟၍ଣ ʮ̡) as a general partner, which is in turn wholly owned by Jolmo Investment Management Co., Ltd. (ʮ̡), whose shares are listed on the National Equities Exchange And Quotations (Stock code: 834960) and is principally engaged in equity investment business. Except for Nanjing Beilian V enture Capital Co., Ltd. (ʮ̡), which holds 49.00% of limited partnership of Nanjing Jinti and is ultimately controlled by the Administrative Committee of Nanjing Jiangbei New Area (ึ), none of the other limited partners holds more than 30% of its limited partnership. Huachun Baoxin Huachun Baoxin is a limited partnership established under the laws of the PRC. It is managed by its general partner, Huatai Baoli Investment Management Co., Ltd. (ʮ̡), which is wholly owned by Huatai Asset Management Co., Ltd. (ʮ̡), a company indirectly controlled by HUA TAI Insurance Group Co., Ltd. (ʮ̡) (“HUA TAI Insurance”), an insurance group. Huachun Baoxin is owned as to 76.67%, 15% and 5% of limited partnership by Huatai Life Insurance Co., ltd. (ʮ̡), Huatai P&C Insurance Co., Ltd. (ᎈϞ ʮ̡) and Huatai Asset Management Co., Ltd. (ʮ̡), all of which are ultimately controlled by HUA TAI Insurance. None of the other limited partners of Huachun Baoxin holds more than 30% of its limited partnership. Huajin Lingyi and Huajin Shangying Each of Huajin Linyi and Huajin Shangying is a limited partnership established under the laws of the PRC and is managed by their general partner, Zhuhai Huajin Lingchuang Fund Management Co., Ltd. (ʮ̡) (“Zhuhai Huajin”), which is wholly-owned by Zhuhai Huajin Capital Co., Ltd. (ʮ̡) (“Huajin Capital”), a company Listed on the Shenzhen Stock Exchange (Stock Code: 000532). The limited partnership of Huajin Linyi is owned as to (i) 46.64% by Zhuhai Huajin Alpha 5 Equity Investment Fund Partnership Enterprise (Limited Partnership) (ڛږ ΥྫΆุ(Υྫ)), which is managed by its general partner, Zhuhai Huaying Investment Co., Ltd. (ʮ̡) (“Zhuhai Huaying”), a wholly-owned subsidiary of Huajin Capital, (ii) 26.65% by Zhuhai Development Investment Fund Phase II (Limited Partnership) (࢝ ɚಂ(Υྫ)), which is managed by its general partner, Zhuhai Huashi Zhiying Industrial Investment Co., Ltd. (ʮ̡), a subsidiary of Zhuhai Huafa Technology Industry Group Co., Ltd. (ʮ̡) (“Zhuhai Huafa”) and ultimately controlled by the State-owned Assets Supervision and Administration Commission of Zhuhai Municipal People’s Government (ึ), (iii) 16.66% by Zhuhai Huajin Alpha 6 Equity Investment Fund Partnership Enterprise (Limited Partnership) (ΥྫΆ ุ(Υྫ)), which is managed by its general partner, Zhuhai Huaying, (iv) 6.66% by Huajin Avenue Investment Co., Ltd. (ʮ̡), which is ultimately controlled by the State-owned Assets Supervision and Administration Commission of Zhuhai Municipal People’s Government (ִ݁ ึ), (v) 3.33% by Huizhou Innovation Investment Co., Ltd. (ࠢ ʮ̡), which is ultimately controlled by the State-owned Assets Supervision and Administration HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 126 – --- page 136 --- Commission of Huizhou Municipal People’s Government (ึ), and (vi) 0.07% by Zhuhai Huajin. Huajin Shangying is owned as to 54.05% and 45.75% of limited partnership by Zhuhai Huajin Zhishang Business Consulting Partnership (Limited Partnership) (ਠਕፔ ༔ΥྫΆุ(Υྫ)), a limited partnership managed by its general partner, Zhuhai Huajin, and Zhuhai Huajin Shangying No. 6 Equity Investment Fund Partnership (Limited Partnership) (ٰ ΥྫΆุ(Υྫ)), a limited partnership managed by its general partner, Zhuhai Huaying, respectively. CICVC CICVC is a limited partnership established under the laws of the PRC. It is managed by Beijing CICV Capital Management Co., Ltd. (ʮ̡) as its general partner. The limited partnership of CICVC is owned as to (i) 33.33% by Xinyuan Rongda (Hainan) Investment Partnership Enterprise (Limited Partnership) (Ⴣፄ༺(ی)ҳ༟ΥྫΆุ(Υྫ)), the general partner of which is Henghong Y uanxin Investment (Hainan) Co., Ltd. (ҳ༟(ی)ʮ̡) and ultimately controlled by managed and controlled by Liu Xiaoling (ޛand Xu Dongchu (ڋ؇ࢱii) 30.00% by Yibin Emerging Industry Investment Group Co., Ltd. (ʮ̡), a wholly- owned subsidiary of Yibin Development Holding Group Co., Ltd. (ʮ̡) (“Yibin Development Holding”) which is ultimately owned as to 90.00% and 10.00% by the State-owned Assets Supervision and Administration Commission of Yibin Municipal People’s Government (਷Ϟ ึ) and Sichuan Provincial Department of Finance (ᝂ), respectively, (iii) 17.55% by Sichuan Southern Sichuan Economic Zone Integrated Development Investment Fund (Limited Partnership) (ږ(Υྫ)), which is controlled and managed by Yibin Development Holding, and (iv) 7.45% by Northern Emerging (Yibin) V enture Capital Partnership Enterprise (Limited Partnership) ( ̏˙อጳ(Ⴗ)௴ุҳ༟ΥྫΆุ(Υྫ)), which is controlled and managed by Yibin Development Holding. None of the other limited partners of CICVC holds more than 30% of its limited partnership. SANY SANY is a limited liability company incorporated under the laws of the PRC and held as to 41% by SANY Group Co., Ltd. (ʮ̡) as its largest shareholder, which is a leading construction machinery group and ultimately controlled by Liang Wengen (࣬None of the other shareholders of SANY holds more than 30% of its equity interests. Qufu Tianbo Qufu Tianbo is a limited liability company incorporated in the PRC and is owned as to 39.5% by Qufu Tianbo Equity Investment Fund Limited Partnership Enterprise (Limited Partnership) (ٰ ΥྫΆุ(Υྫ)), the general partner of which is Lv Xinmin ( ѐอ͏). None of the other shareholders of Qufu Tianbo holds more than 30% of its equity interests. Shuangyi Hengrun Shuangyi Hengrun is a limited partnership established under the laws of the PRC. Its general partner is Hainan Lianheng Management Consulting Co., Ltd. (ʮ̡), which is owned as to 65% by Y an Changhui (ึ) as its largest shareholder. Shuangyi Hengrun is owned as to 95% of limited partnership by Shandong Shuangyi Technology Co., Ltd. (ʮ̡), shares of which are listed on the Shenzhen Stock Exchange (stock code: 300690). None of the other limited partner holds more than 30% of its limited partnership. Guangqi Yuexiu and Guangqi Zhiyuan Each of Guangqi Y uexiu and Guangqi Zhiyuan is a limited partnership established under the laws of the PRC, the general partner of which is Guangzhou Yingpeng Private Equity Fund Management Co., Ltd. (ʮ̡). It is wholly-owned by Guangqi Capital Co., Ltd. (ʮ̡) HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 127 – --- page 137 --- (“Guangqi Capital”), which is wholly owned by Guangzhou Automobile Group Co., Ltd. ( ᄿψӛԓණྠ ʮ̡), a company listed on Shanghai Stock Exchange (stock code: 601238) and main board of the Stock Exchange (stock code: 2238) and a leading joint-stock automotive enterprise group. The limited partnership of Guangqi Y uexiu is owned as to (i) 37.38% by Guangqi Capital, (ii) 37.38% by Guangzhou Y uexiu Jinxin Master Fund Investment Partnership Enterprise (Limited Partnership) (ҳ༟ΥྫΆุ(Υྫ)), a limited partnership managed and controlled by Guangzhou Y uexiu Capital Holding Group Co., Ltd. (ʮ̡) and ultimately controlled by Guangzhou Y uexiu Capital Holding Group Co., Ltd. (ٰ ʮ̡), shares of which are listed on the Shenzhen Stock Exchange (stock code: 000987), (iii) 12.50% by Guangzhou Sui Kai Equity Investment Co., Ltd. (ʮ̡), (iv) 6.25% Guangzhou Development Zone Meixin Technology Development Co., Ltd. (ࠢ ʮ̡), both being wholly-owned subsidiaries of the Administrative Committee of Guangzhou Economic and Technological Development Zone (ึ), (v) 6.25% by Guangzhou Dongjin Lichuang Private Equity Investment Fund Partnership (Limited Partnership) (ආট௴ӷ෍ ΥྫΆุ(Υྫ)), a wholly-owned limited partnership of the State-owned Assets Supervision and Administration Bureau of Zengcheng District of Guangzhou (ਜ਷Ϟ༟ପ္ຖ ၍ଣ҅), (vi) 0.13% by Guangzhou Y uexiu Industrial Investment Fund Management Co., Ltd. ( ᄿψ൳Ӹ ʮ̡), a company ultimately controlled by Guangzhou Y uexiu Capital Holding Group Co., Ltd. (ʮ̡) and (vii) 0.13% by Guangzhou Yingpeng Private Equity Fund Management Co., Ltd. (ʮ̡). Guangqi Zhiyuan is owned as to 84.35% of limited partnership by Guangdong Xingguang No. 2 Equity Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)), which is managed by Camel Equity Investment Fund Management (Guangdong) Co., Ltd. (၍ ଣ(؇)ʮ̡) as its general partner. None of the other limited partners of Guangqi Zhiyuan holds more than 30% of its limited partnership. Shenzhen Huiyue and Shenzhen Tianhui (collectively, “Fibonacci V enture Capital”) Shenzhen Huiyue is managed by Sanya Qiansheng Phase II Investment Partnership (Limited Partnership) (ɚಂҳ༟ΥྫΆุ(Υྫ)) as general partner, which is in turn managed by Shenzhen Baiyang Investment Management Co., Ltd. (ʮ̡) as general partner. Shenzhen Baiyang Investment Management Co., Ltd. (ʮ̡) is wholly owned by Sanya Qiansheng V enture Capital Co., Ltd. (ʮ̡). None of the 24 limited partners of Shenzhen Huiyue holds more than 30% of the limited partnership therein. Shenzhen Tianhui is managed by Sanya Qiansheng Chuangye Investment Co., Ltd. (ʮ̡) as general partner. Sanya Qiansheng Chuangye Investment Co., Ltd. (ʮ̡) is owned as to 49.2% by Shenzhen Tiemuzhen Investment Consulting Co., Ltd. (ʮ̡) as its largest shareholder, which is controlled by Xiong Wei ( ဤਃ). Shenzhen Tianhui is owned as to 32.40% of limited partnership by Foshan Nuojin Angel Investment Co., Ltd. (ʮ̡). Foshan Nuojin Angel Investment Co., Ltd. (ʮ̡) is owned as to 60% and 40% by Liu Ailin ( ᄎ ؍and Liu Wei (۾respectively. None of the other limited partners of Shenzhen Tianhui holds more than 30% of its limited partnership. Thriving Capital Thriving Capital is a limited partnership established under the laws of the PRC and is owned as to 99% and 1% of limited partnership by Wu Cen ( юҊ) and Huang Kun ( රᎂ), which is ultimately controlled by Huang Kun ( රᎂ). Junwang Investment Junwang Investment is a limited partnership established under the laws of the PRC. Its general partner is Y ue Hao (ख). as its general partner who holds 27.78% limited partnership interest. The limited partners of Junwang Investment are Xing Xiao ( Ԝᖋ) and Li Yinan ( ҽᛄӲ), who hold 70% and 2.22% of the limited partnership interest, respectively. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 128 – --- page 138 --- LOCK-UP PERIOD Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing Shareholders (including our Pre-IPO Investors) are prohibited from disposing of any of the Shares held by them. PUBLIC FLOAT Our Company has applied for H Share full circulation to convert an aggregate of 325,634,820 Unlisted Shares held by 47 existing Shareholders, representing 100% of the total issued Shares of our Company as of the Latest Practicable Date. Among the 325,634,820 H Shares to be converted from Unlisted Shares and listed on the Stock Exchange following the Completion of the Global Offering and the Conversion of Unlisted Shares into H Shares: (a) 111,406,640 H Shares representing approximately 29.39% of our total issued Shares upon the Listing (without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme)) will not be counted towards the public float for the purpose of Rule 19A.13A(1) of the Listing Rules upon the Listing as such H Shares are held by Dr. Li, Mr. Li, Shanghai Chuangyingrui, Shanghai Ruixinchuang, Gongqingcheng SENASIC and Gongqingcheng Yingruichuang, being the core connected persons of our Company; and (b) the remaining 214,228,180 H Shares (representing approximately 56.52% of our total issued Shares upon the Listing (without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme)) will be counted towards the public float for the purpose of Rule 19A.13A(1) of the Listing Rules after the Listing as such Shareholders are not core connected persons of our Company upon the Listing nor accustomed to take instructions from our Company’s core connected persons in relation to the acquisition, disposal, voting or other disposition of their Shares and their acquisition of Shares were not financed directly or indirectly by our Company’s core connected persons. See “Share Capital—Conversion of Unlisted Shares into H Shares” for more details of the H Shares to be converted from Unlisted Shares and listed on the Stock Exchange following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares. As a result, immediately upon completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, taking into account 53,407,000 H Shares to be offered pursuant to the Global Offering (without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme), an aggregate of 267,635,180 H Shares will count towards the public float of our Company under Rule 19A.13A(1) of the Listing Rules, representing 70.61% of the total issued Shares. Based on (i) the Offer Price of HK$18.36, and (ii) 379,041,820 total H Shares which are expected to be in issue immediately upon completion of the Global Offering and the Conversion of Unlisted Shares into H Shares (without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme), it is expected that the market value of the H Shares at the time of Listing will be HK$6.96 billion. Accordingly, in the event that the expected market value of our Company is over HK$6.0 billion but not exceeding HK$30.0 billion, the higher of (a) the percentage that would result in the expected market value of H shares held by the public to be HK$1.5 billion at the time of listing; and (b) 15% of the total number of issued Shares must be held by the public at the time of Listing. Based on a public float of 70.61%, our Company will be able to meet the minimum public float requirements under Rule 19A.13A(1) of the Listing Rules. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 129 – --- page 139 --- FREE FLOAT Rule 19A.13C(1) of the Listing Rules provides that, where a new applicant is a PRC issuer with no other listed shares at the time of listing, this will normally mean that the portion of H shares for which listing is sought that are held by the public and not subject to any disposal restrictions (whether under contract, the Listing Rules, applicable laws or otherwise), at the time of listing, must: (a) represent at least 10% of the total number of issued shares in the class to which H shares belong at the time of listing (excluding treasury shares), with an expected market value at the time of listing of not less than HK$50 million; or (b) have an expected market value at the time of listing of not less than HK$600 million. Shares held by all the existing shareholders of the Company (i.e. 325,634,820 Shares) are subject to a lock-up period of 12 months following the Listing Date pursuant to the applicable PRC laws and H Shares to be issued to the Cornerstone Investors pursuant to the cornerstone investments set forth in “Cornerstone Investors” of this prospectus (i.e. 15,413,600 H Shares) are subject to a lock-up period of six months following the Listing Date. The Offer Shares to be subscribed by all the other investors participating in the Global Offering are not subject to any disposal restriction. Our Company is expected to satisfy the free float requirement under Rule 19A.13C(1) of the Listing Rules, with sufficient H Shares held by the public and available for trading. EMPLOYEE INCENTIVE SCHEMES We have adopted the 2015 Employee Incentive Scheme, the purpose of which is to incentivize our employees and external consultant who have made contribution to our Group’s development. The underlying Shares under the 2015 Employee Incentive Scheme was issued and held by Shanghai Chuangyingrui and Shanghai Ruixinchuang as our ESOP Platforms, which are controlled by Dr. Li. For details of the 2015 Employee Incentive Scheme, see the section headed “Statutory and General Information—1. Further Information about our Company—F. Employee Incentive Scheme—2015 Employee Incentive Scheme” in Appendix IV to this prospectus. We have also adopted the 2026 Pre-IPO Share Option Scheme, the purpose of which is to further incentivize our Directors, senior management and employees who have made continuous contribution to our Group’s development. The maximum number of Shares that may be issued under such scheme is 20,391,891 Shares. For details of the 2026 Pre-IPO Share Option Scheme, see the section headed “Statutory and General Information—1. Further Information about our Company—F. Employee Incentive Schemes—2026 Pre-IPO Share Option Scheme” in Appendix IV to this prospectus. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 130 – --- page 140 --- CORPORATE STRUCTURE The following chart sets forth our corporate structure immediately prior to the Global Offering and the Conversion of Unlisted Shares into H Shares (1): 100% 100% 51% 100% HongKong SENASIC Electronic Limited Viatire Tech SDN. BHD.(2) Gainsil 100% Shanghai Xinruichuang Electronics Technology Co., Ltd. Our Company Shanghai SENASIC Hai Feng Investment 6.44% 6.00% 4.33% 3.91% 3.03% 2.23% 2.08% 1.89% 1.51% 1.42% 7.63% 6.05% 4.88% 4.17% 3.70% 2.43% 1.96% 2.09% 1.62% 1.48% Shanghai Ruixinchuang(3) Mixed Reform Fund 10.48% Dr. Li Chendao Mr. Li Huaxin Chuangyuan C&D Investment Shangqi Capital Gongqingcheng Yingruichuang Changshun Zhiying 8.41% Other 13 Shareholders Baolong Automotive Jingwei 9.10% Shanghai Chuangyingrui(3) CVC Nanshan Hongtai Xinde Guangfa Ningbo Cenyou Haiwang Fund 0.87% Gongqingcheng SENASIC(4) GAC Investment Jiyuan Capital Geely HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 131 – --- page 141 --- (1) See note to the capitalization table set forth in the “—Capitalization of Our Company” for details. (2) The remaining 49% of shareholding of such subsidiary is owned by 3L Automotive Technology Pte. Limited as to 4% and E-Motor Industries Intl, Shangh ai Co., Ltd. as to 45%, both of which are Independent Third Parties. (3) The general partner of Shanghai Chuangyingrui and Shanghai Ruixinchuang was Shanghai Y aojun, which was wholly-owned by Dr. Li. The multi-layer p artnership structure was established to facilitate the administrative management of relevant Shares under the ESOP Platform and to maintain Dr. Li’s control over such Shares, which was no t uncommon for PRC companies with incentive share platform. The ultimate limited partners of Shanghai Chuangyingrui and Shanghai Ruixinchuang are grantees under the 2015 Emplo yee Incentive Scheme (including our Company’s Directors, senior management, existing employees and former employee), the details of whom are disclosed in the section headed “Statu tory and General Information” in Appendix IV to this prospectus. (4) Gongqingcheng SENASIC is a shareholding platform established by certain shareholders of our Company for holding shares in our Company, which are limited partners of such platform. The general partner of Gongqingcheng SENASIC was Shanghai Y aojun, which was wholly-owned by Dr. Li. The limited partners of Gongqingcheng SENASIC in clude (1) Xu Liang, a friend of Dr. Li and an Independent Third Party, who is interested in approximately 92.56% of its limited partnership interests, (ii) Huang Xuan, a fri end of Dr. Li and an Independent Third Party, who is interested in 7.40% of its limited partnership interests, and (iii) Shanghai Y aojun, which is interested in 0.04% of its limited pa rtnership interests. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 132 – --- page 142 --- The following chart sets forth our corporate structure immediately after the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, without taking into account any H Shares which may be issued upon the exercise of the Over-allotment Option or the 2026 Pre-IPO Share Option Scheme (1): 6.55% 100% 100% 51% 100% HongKong SENASIC Electronic Limited Viatire Tech SDN. BHD.(2) GainsilShanghai Xinruichuang Electronics Technology Co., Ltd. Our Company Shanghai SENASIC Hai Feng Investment 5.53% 5.16% 3.72% 3.36% 2.60% 1.92% 1.79% 1.62% 1.30% 1.22% 5.20% 4.19% 3.58% 3.18% 2.09% 1.69% 1.80% 1.39% 1.27% 9.18% Shanghai Ruixinchuang(3) Mixed Reform Fund Chendao Mr. Li Huaxin Chuangyuan C&D Investment Shangqi Capital Gongqingcheng Yingruichuang Changshun Zhiying Baolong Automotive 14.09% Other Public Shareholders Other 13 Shareholders Jingwei CVC Nanshan Hongtai Guangfa Xinde Ningbo Cenyou Haiwang Fund 0.75% Gongqingcheng SENASIC(4) GAC Investment Jiyuan Capital Geely 100% 9.00% Dr. Li 7.82% Shanghai Chuangyingrui(3) (1)-(4) See notes to the capitalization table set forth in page 130 of this prospectus for details. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE – 133 – --- page 143 --- OVERVIEW We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor chips. We are the third largest automotive wireless sensor SoC company globally and the largest automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S report. The automotive wireless sensor SoC market is a subsector of the overall wireless sensor SoC market, with the top two players accounting for over 50% of the global automotive wireless sensor SoC market in aggregate, according to the same source. We have accomplished the wireless integration and SoC architecture of sensor chips. Recognizing wireless sensor SoCs as pivotal growth engines in automotive electronics, we secured competitive advantage by mass-producing high-performance automotive-grade wireless sensor SoCs since 2018. Leveraging our domain expertise and scalable SoC platform, we are able to deploy these innovations in other high-growth verticals such as energy storage, industrial electronics, robotics and consumer electronics since 2021, where our wireless sensor SoCs enable next-gen capabilities for intelligent edge applications. Sensor SoCs are the vital gateway between intelligent terminals and the physical world, equipping intelligent terminals with a secure and reliable layer of digital protection. We offer a comprehensive portfolio of sensor SoC products for a broad array of sensing settings, primarily including: (1) intelligent tire sensing, where sensor SoCs are used in tire pressure, temperature, load and blowout monitoring; (2) battery monitoring, where sensor SoCs are used to monitor the voltage, current, impedance, temperature, pressure and other key physical properties of battery packs and individual cells; (3) universal sensor interface, where sensor SoCs serve multiple purposes, such as the monitoring of air conditioning pressure, intelligent chassis brake pressure and vehicle acceleration; and (4) other settings, such as ultrasonic sensor systems for ADAS. The image below illustrates the primary applications of our products, in the instance of automotive electronics sector. • Battery pressure sensor (BPS) • Battery aerosol sensor (BAS) • wBMS • ...... Intelligent Tire Sensing • Tire pressure monitoring system (TPMS) • Load monitoring • Blowout monitoring • ...... Battery Monitoring System Other Settings • Air conditioning pressure • Intelligent chassis brake pressure • Vehicle acceleration • ...... • Ultrasonic sensor system (USS) • ...... Universal Sensor Interface OUR INNOV ATION-LED V ALUE PROPOSITION We are an innovation-led and technology-driven company, with a steadfast commitment to the principle of “Product-market Fit.” We consistently pursue the convergence of evolving market demand with our accumulated technological expertise, to deliver cutting-edge products that resonate with customer needs and industry trends. We have gained keen insights into the shifting dynamics of market demand for sensor SoCs through continuous market research and forward-looking exploration. First , catalyzed by the rapid growth of the NEV industry, the automotive sensor market is poised for substantial long-term growth. Second , sensor SoCs are the vital gateway between the physical and digital world. While computing chips serve as the BUSINESS – 134 – --- page 144 --- “brain” of intelligent systems, it is sensor chips that enable the “brain” to see, hear, feel and respond to the environment. Third , wireless integration, as a key development trend of future sensors, is redefining the future of sensing technology. Sensor architectures have been evolving toward highly integrated wireless sensor system-on-chips, i.e., SoCs, which combine traditional sensing function with low-power wireless communication and edge computing capabilities, and enable energy and information flows with interconnected cells. Through system-level integration, wireless sensor SoCs incorporate the components and subsystems for wireless sensing into a single microchip, enabling them to perform physical signal detection, and support localized data processing and wireless transmission. Such integration unlocks the next-generation sensing platform across automotive, energy storage and industrial electronics applications, featuring system-level integration, lightweight and low power consumption. Our sensor SoCs equip hardware with multi-dimensional sensing capabilities, ranging from voltage, current and pressure to temperature, humidity and acceleration, which we expect to be more widely deployed in the AI era. Our sensor SoCs equip terminals with high-frequency data transmission that is critical to edge AI capabilities. For instance, via our TPMS SoCs, tire pressure data can be continuously transmitted to the cloud platform of vehicles for data analysis, thereby detecting abnormalities in advance to provide early alarms. We therefore identify our path at the nexus of market opportunities and our core capabilities. We believe that wireless sensor SoCs are poised for tremendous long-term value and market potential. According to the F&S report, it is expected that the global market size of automotive wireless sensor SoCs in terms of revenue will increase from RMB4.3 billion in 2026 to RMB25.1 billion in 2030, at a CAGR of 55.3%. We believe that we are well-positioned to capture the growth opportunities in this market, which is driven by the growth of the NEV market, elevated regulatory mandates, enhanced battery safety requirements and battery architecture evolution, among others. As of December 31, 2025, the cumulative shipment volume of our automotive sensor SoCs reached 241.9 million units and our wireless sensor SoCs had been installed in more than 40 vehicle models. According to the F&S report (as to market information):  We are the third largest automotive wireless sensor SoC company globally and the largest automotive wireless sensor SoC company in China in terms of revenue in 2025.  We are the first supplier in China that had achieved mass production of TPMS SoCs and BLE TPMS SoCs and also the first and the only supplier of TPMS SoCs and BLE TPMS SoCs for automotive OEMs in China. We ranked No. 3 globally and No. 1 in China in terms of the revenue from TPMS SoC products in 2025.  We are the first company that launched BPS SoC globally. We ranked No. 1 globally in terms of the revenue from BPS SoC products in 2025.  We are the first and currently the only company in China with automotive-grade wBMS capabilities.  Our products have been adopted by all of the top 10 domestic automotive OEMs in China in terms of sales volume in 2025. Our commercial success is underpinned by our unparalleled experience in automotive-grade mass production. Automotive-grade mass production ability is a key benchmark in evaluating the fulfillment capabilities of sensor chip providers, as automotive applications impose rigorous requirements on performance, reliability and compatibility, and require extensive testing and validation by automotive OEMs. According to the F&S report, it typically takes 3.5 to 5.5 years for automotive-grade chips to undergo the procedures from design commencement to mass production. Our early-established and mature automotive-grade mass production capabilities defend our competitive advantages, accelerate our go-to-market execution, and provide steadfast support for efficient commercialization that precedes our peers. BUSINESS – 135 – --- page 145 --- Our total revenue increased from RMB223.5 million for 2023 to RMB347.5 million for 2024 and further to RMB477.9 million for 2025, at a CAGR of 46.2%. In 2023, 2024 and 2025, our key customer retention rate was 97.6%, 93.8% and 86.3%, respectively, and the net dollar retention rate of key customers was 231.3%, 159.0% and 133.9% for the same periods, respectively. Our gross profit margin increased from 16.6% in 2023 and to 20.3% in 2024 and further to 28.0% in 2025. OUR PRODUCT PORTFOLIO China has become the world’s largest automotive manufacturing and consumption market since 2009, according to the F&S report. Automotive sensor chips are the core component of automotive sensing system, tasked with capturing a wide array of environmental and mechanical signals inside and outside of vehicles, processing, calibrating and compensating them in real time, and relaying them to the domain or central controllers. With the advancement of smart vehicles, automotive OEMs and Tier 1 suppliers have been actively pursuing sensing capabilities, opening up new opportunities for sensor innovations. At the same time, the automotive industry’s shift towards distributed architectures and edge intelligence was placing ever higher requirements on sensor performance. We were founded in 2015 amidst these market tailwinds, focusing on the development of automotive-grade sensor SoCs. Intelligent Tire Sensing SoCs We achieved the mass production of our TPMS SoCs, our major product for intelligent tire sensing, in 2018. We are the first supplier in China that had achieved mass production of TPMS chips, according to the F&S report. We established first-mover advantage when China promulgated the mandatory standard for TPMS of passenger cars in 2017 (i.e., Performance Requirements and Test Methods of Tire Pressure Monitoring System for Passenger Cars (جGB 26149-2017), implemented from 2020. Pursuant to such standard, our TPMS SoCs are adopted in Type I TPMS (i.e., sensor-based), which is the predominant TPMS solution for passenger vehicles in China, according to the F&S report. We are also the first supplier in China that had achieved mass production of BLE TPMS chips, according to the F&S report, ready to capitalize on the expedited intelligent upgrades of NEVs in China that require TPMS sensors to achieve high data rates, high bandwidth and bi-directional communications. BLE TPMS solutions are emerging as the new industry trend due to their high integration and platform-based advantages, according to the same source. Additionally, we are the first and the only supplier of TPMS SoCs and BLE TPMS SoCs for automotive OEMs in China, according to the same source. BMS SoCs In 2021, we achieved the mass production of our BPS SoCs, one of our major BMS products, to address the challenges of early fault detection in thermal scenarios. We fortified our first-mover advantage with the launch of such product, when China promulgated the mandatory safety standard of the power batteries for EVs in 2020 (i.e., Electric V ehicles Traction Battery Safety Requirements ( ཥਗӛԓ͜ਗɢ Ӌ) (GB 38031-2020), requiring five-minute advance warnings before thermal runaway. We remain our position in this market segment, ranking No. 1 globally in terms of the revenue of BPS SoC products in 2025, according to the F&S report. We continue to achieve breakthroughs with BMS SoCs, with the launch of new-generation BPS SoC product that meets the elevated safety standard of power batteries from passive alerts to proactive defense. In 2025, a more stringent mandatory requirement was promulgated for the power batteries for EVs in China, which mandates that power batteries must not ignite or explode for at least two hours following a thermal runaway event, and will be implemented from July 2026. We developed the first BPS chip in China in 2025 that met such new mandatory standard, according to the F&S report. wBMS SoCs Drawing from our expertise in BMS SoCs, we are committed to the development of SoCs based on wireless battery monitoring system, or wBMS technology—a future-facing architecture with the potential to redefine battery monitoring systems. wBMS SoCs offer transformational benefits by significantly BUSINESS – 136 – --- page 146 --- enhancing battery cell monitoring reliability and precision, streamlining battery pack assembly, reducing wiring complexity and overall cost, and driving battery system intelligence. Specifically, compared with traditional wired BMS solutions, wBMS SoCs eliminate bulky wiring harnesses and enables modular pack design to achieve overall production cost savings. They also offer critical value by improving connection reliability and mitigating mechanical failure, minimizing peripheral component costs, and enhancing the maintainability of battery packs (e.g., in energy storage systems, battery packs can be swapped in and out rather than plug in and out wiring harnesses). By virtue of the unique benefits offered by wBMS SoCs, the market for wBMS SoCs is projected for long-term growth, with global revenue increasing from RMB0.1 billion in 2027 to RMB22.2 billion by 2030, at a CAGR of 457.5%, according to the F&S report. We began to generate revenue in connection with our wBMS SoCs in 2025. Our wBMS SoCs had entered into front-end validation and were in the process of obtaining formal designation from leading cell and battery manufacturers in China as of the Latest Practicable Date. USI SoCs We achieved the mass production of our USI SoCs in 2021, which has enabled us to diversify the application scenarios of our products. USI SoCs are characterized by applications in a wide range of sensors such as air conditioning pressure sensor, intelligent chassis brake pressure sensor and vehicle acceleration sensor. We identified that the USI SoCs address critical demands, e.g., (1) the replacement of legacy components of traditional internal combustion engine vehicles, such as TMAP sensors for intake manifold pressure, engine oil pressure sensors, and transmission pressure sensors; and (2) emerging applications in NEVs, including sensors for air conditioning systems, and for monitoring pressure, temperature and humidity and intelligent chassis pressure. OUR TECHNOLOGY FOUNDATION Our technological capabilities are the cornerstone for our value proposition. Since our inception, we have established a proprietary sensor SoC platform that integrates sensing, processing and wireless transmission capabilities, coupled with wireless radio frequency technologies, automotive-grade SoC capabilities and engineering capabilities, which together form our technology foundation. The following diagram illustrates how our technology foundation empowers us to innovate new products and serve downstream sectors. Proprietary Sensor SoC Platform Wireless Radio Frequency Technologies Automotive-grade Capabilities Engineering Capabilities Core Technologies Intelligent Tire Sensing Battery Management Universal Sensor Interface Peripheral Settings Core Applications Industrial Electronics Core Products Automotive Energy Storage RoboticsTele- communications BUSINESS – 137 – --- page 147 --- Proprietary Sensor SoC Platform Characterized by high modularity and scalability, our proprietary sensor SoC platform empowers the design and development of SoC products with functions and parameters customized for the diverse requirements of various terminals. Our sensor SoC platform covers the essential functional blocks of a sensor SoC system, including signal sensing (i.e., through MEMS interface circuit), signal processing (i.e., through ADC and MCU), and wireless communication (i.e., through auto wireless circuit). By selecting, combining, configuring and optimizing these circuits, we can efficiently develop sensor SoCs to address the needs of different application scenarios. Our key technological breakthrough lies in our ability to effectively integrate wireless communication circuits with other functional blocks on a single SoC. Unlike traditional sensor chips, which typically only integrate sensing circuitry, our sensor SoC platform consolidates sensing, processing and wireless communication into a single-chip SoC. This innovation offers critical advantages: (1) high level of integration and enhanced reliability, resulting in cost savings in customer adoption; (2) flexible signal processing capabilities adaptable to various scenarios; and (3) wireless data transmission that eliminates wiring complexity, mitigates harness-related reliability risks and simplifies assembly efforts. Wireless Radio Frequency Technologies We have developed advanced wireless radio frequency technologies that provide us with competitive edges in the wireless transition of sensor chips. We possess an extensive patent portfolio in automotive- grade wireless communication, and we are one of the few Chinese fabless companies with in-house automotive-grade radio frequency capabilities, according to the F&S report. These technologies enable us to effectively serve automotive-grade wireless communication environment. Automotive-grade Capabilities We possess capabilities that meet the stringent standards of automotive-grade applications. We have established a robust automotive-grade technology development architecture, complemented by a systematic development process and a strong R&D team. As a result of our robust automotive-grade R&D foundation, our products satisfy the key requirements for automotive-grade chips, such as precision reliability, functional safety, diagnostics, redundancy and harsh-in-vehicle environment EMC, among others. We have also established a robust, full-cycle quality control mechanism that complies with major global standards as the backbone of our automotive-grade capabilities. Engineering Capabilities Complementary to our automotive-grade capabilities, we have developed robust engineering capabilities to ensure that our products meet the rigorous automotive performance and reliability standards, all the way until mass production. We have accumulated in-depth expertise in simulation, packaging design, test calibration planning, reliability analysis and failure rate prediction, among others. These engineering capabilities also enable us to design and continually improve our products in a systematic manner. OUR COMPETITIVE STRENGTHS A Top Wireless Sensor SoC Provider, Dedicated to the Mission-critical Automotive Sensor Chip Market We are a top provider of wireless sensor SoCs globally. In terms of revenue in 2025, we are the third largest automotive wireless sensor SoC company globally and the largest automotive wireless sensor SoC company in China, according to the F&S report. The automotive-grade sensor chip industry is characterized by high technical requirements, quality standards and commercialization barriers. Our wireless sensor SoCs have achieved crucial advantage and defining uniqueness in this mission-critical market in multiple aspects. According to the F&S report (as to market information):  Intelligent tire sensing SoC . We are the first supplier in China that had achieved mass production of TPMS SoCs and BLE TPMS SoCs. We are the first and the only supplier of TPMS SoCs and BLE TPMS SoCs for automotive OEMs in China. We ranked No. 3 globally and No. 1 in China in terms of the revenue from TPMS SoC products in 2025. Our TPMS SoCs achieved a cumulative shipment volume of 104.1 million units as of December 31, 2025. BUSINESS – 138 – --- page 148 ---  BMS SoC . We are the first company that launched BPS SoC globally. We ranked No. 1 globally in terms of the revenue from BPS SoC products in 2025. We are a major BPS chip supplier for the No. 1 EV and energy storage system (“ESS”) battery provider globally. We are the first and currently the only company in China with automotive-grade wBMS capabilities. We also began to generate revenue in connection with our wBMS SoCs in 2025. As of the Latest Practicable Date, our wBMS SoCs had entered into front-end validation and were in the process of obtaining formal designation from leading cell and battery manufacturers in China. Leveraging our frontrunner position, we are well-positioned to capture the enormous opportunities in the fast-growing BMS SoC market, in particular the wBMS SoC market.  USI SoC . Our analog output USI SoCs have achieved large-scale automotive OEM-installed mass production, and we are also the only domestic provider with large-scale automotive OEM-installed mass production capabilities of digital output USI SoCs in China. Our USI SoCs support multi-channel sensor integration, and pressure sensors built with our USI SoCs have been validated by leading domestic steer-by-wire chassis manufacturers, representing the domestic breakthrough of localization for such category of sensors. In 2025, we ranked top two in China in terms of the shipment volume of automotive-grade pressure sensor conditioning chips, according to the F&S report. Efficient and Adaptive Sensor SoC Platform Empowered by Proprietary Technologies, Enabling Product Capabilities We have curated an efficient and adaptive sensor SoC platform that constantly promotes the development in automotive-grade sensor chips. Underpinned by our proprietary technologies and robust patent portfolio, our proprietary sensor SoC platform consolidates three core blocks, including signal sensing (i.e., through MEMS interface circuit), signal processing (i.e., through ADC and MCU), and wireless communication (i.e., through auto wireless circuit on a single chip), to address the diverse functional and performance specifications for various sensing conditions. This in turn enables the agile development of comprehensive product matrix and customized solutions at low cost. Built upon our proprietary sensor SoC platform, we have developed advanced wireless radio frequency technologies, automotive-grade SoC capabilities and engineering capabilities that enable us to design and realize the mass production of wireless automotive-grade SoCs in an efficient manner. We enable automotive edge intelligence on a single chip with our signal sensing, signal processing and wireless communication capabilities. The three core blocks of our sensor SoC platform have the following primary strengths:  Signal sensing—AFE sensing circuit . Our AFE sensing circuits have features that enable them to achieve outstanding overall performance. Our AFE sensing circuits support multiple interface types and allow flexible configuration. They support interfaces such as resistive bridge sensors and capacitive sensors and address a variety of application scenarios, such as acceleration, pressure, and temperature sensing. Our AFE sensing circuits support both single-ended and differential operating modes, deliver excellent EMC performance, and are integrated with comprehensive diagnostic and redundant designs.  Signal processing—ADC circuit . Our ADC circuits are high-performance. Our ADC circuit portfolio covers resolutions of 12, 16 and 24-bit, with conversion rates ranging from 1 kHz to 1 MHz. Our ADC circuits adopt a proprietary dual-sampling quantization technology to reduce input noise and enable extended counting functionality, thereby enhancing input dynamic range and output quantization accuracy and maintaining low power consumption. Our ADC circuits are also integrated with comprehensive diagnostic and redundant designs, and are broadly adaptable to a wide range of automotive-grade and industrial-grade wireless sensing applications.  Wireless communication—automotive wireless sensing circuit . We possess comprehensive technical know-how and a robust patent portfolio in high-performance automotive-grade wireless sensing circuits: BUSINESS – 139 – --- page 149 --- (1) Our communication protocols for in-vehicle wireless transceiver systems achieve low latency and stable access for up to 256 nodes simultaneously, leveraging technologies such as frame sampling structures embedded with high-frequency signals and multi-time- slot structure. (2) The architecture design of our in-vehicle wireless radio frequency circuits reduces transmission loss and channel collisions, improves system robustness and sensitivity and enhances communication reliability and stability. (3) We have invented key circuits and blocks underlying our design of in-vehicle wireless radio frequency circuits. These circuits and blocks enable us to reduce latency and power consumption, extend our product lifespan, enhance system reliability and robustness and lower testing costs. For details of our underlying key patent portfolio, see “—Intellectual Property Rights.” Customer-centric Development, Fostering Synergistic Partnerships and Strong Customer Base Leveraging our market position and technology advantages, we continue to accomplish innovations with novel product features and functions through intensive collaborations with our customers. This allows us to redefine products, satisfy and even anticipate most advanced customer demand and set industry benchmarks. Through high-frequency and enduring technology exchanges, we gain insights into downstream application scenarios and trends, building a virtuous end-to-end commercialization cycle—from R&D and production to sales—and fostering resilient and engaged partnerships. For instance, leveraging our profound exchanges with a customer, we developed the first BPS chip in China that met the Safety Requirements for Power Batteries for Electric V ehicles (GB 38031-2025) ( ཥਗӛԓ͜ਗɢႅ Ӌ), according to the F&S report. GB 38031-2025 was commonly known as the strictest battery safety order in history, which mandates that power batteries must not ignite or explode for at least two hours following a thermal runaway event, and imposes more stringent requirements on BPS chips. We are also co-developing an intelligent TPMS chip product customized for the autonomous driving environment with the No. 1 TPMS module supplier in China according to the F&S report, which, in addition to the basic pressure and temperature monitoring functions of TPMS chips, can adapt to the appropriate manual driving or autonomous driving mode under varying conditions and empower real-time vehicle safety assessment. Our synergistic partnership with customers has enabled us to accumulate extensive experience in automotive-grade chip design and mass production, and in turn contributes to our strong customer base. We have established ourselves as a trusted brand of choice among domestic automotive-grade wireless SoC providers, well-acknowledged for our product performance, comprehensive technical support and rapid responsiveness. We have cultivated a high profile customer base by promoting the adoption of our products among a number of industry leading automotive OEMs (i.e., BYD, SAIC, Geely, FAW Group, Changan Automobile, Chery Automobile, Dongfeng Motor Corporation, BAIC, GAC and GWM Group) and their Tier 1 suppliers. Our products have been adopted by all of the top 10 domestic automotive OEMs in China in terms of sales volume in 2025, according to the F&S report. The average length of our collaborations with our top five customers in 2024 was approximately five years, demonstrating our strong relationship with them despite our short commercialization history. In 2023, 2024 and 2025, our key customer retention rate was 97.6%, 93.8% and 86.3%, respectively, and the net dollar retention rate of key customers was 231.3%, 159.0% and 133.9% for the same periods, respectively. BUSINESS – 140 – --- page 150 --- Extensive Supply Chain Coordination Experience and High-quality Fulfillment Capabilities, Empowering Proven Record of Large-scale Delivery We have deep experience in coordinating supply chain activities and resources, which were accumulated through our R&D in automotive-grade chips and extensive collaborations with suppliers including foundries, and packaging and testing service providers. We have established decade-long collaborations with a number of leading foundries, and packaging and testing service providers with rich experience in automotive-grade products, to ensure the integrity and stability of our supply chain, which are pivotal to our proven record of mass production and successful delivery. As of December 31, 2025, the cumulative shipment volume of our automotive sensor SoCs reached 241.9 million units. As a fabless company, we leverage from our know-how in the supply chain to achieve production reliability, quality assurance and cost competitiveness, driving sustainable operational excellence. For instance:  Our chip design team and packaging/calibration engineering team have extensive experience in the packaging design and validation of automotive-grade chips. They work closely with the technical teams of packaging service providers, providing guidance and support throughout the design and development process, jointly overcoming a number of technical challenges in advanced packaging. As our chips operate in environments characterized by high temperature, humidity and corrosive exposure—conditions which pose significant challenges to packaging, we conduct extensive validation with packaging service providers across different packaging materials and process combinations. This enables us to resolve key pain points in chip manufacturing, including material moisture absorption and deformation, packaging stress deviation, waterproofing and corrosion resistance and package sealing integrity.  To enhance supply chain flexibility and reduce production costs, we conduct independent development and continuously upgrade calibration and testing equipment for sensor chips. Our chips undergo a dedicated calibration process during mass production, for which the procedures and parameters must be highly customized based on the specific characteristics of each product. Through three generations of upgrades and optimization, our automated calibration equipment has achieved industry leadership in quality control, production yield and throughput and lowered the mass production cost of calibration process by approximately 70%. Such accumulation in calibration and testing processes has enabled us to achieve greater flexibility across our supply chain and improve cost efficiency in the mass production of chips. We stand up to the most rigorous requirements on product reliability, quality and safety of automotive-grade chips. We have established a quality control system aligned with automotive-grade standards covering each stage of the product lifecycle, and implement rigorous quality management throughout the entire process throughout R&D to production. This includes cross-functional coordination, automotive-grade product design and development, production process control, reliability qualification in compliance with AEC-Q standards, and more stringent reliability testing protocols specific to automotive- grade products. In particular, we have developed and implemented a full-cycle defect planning and management process that spans from initial product design (i.e., “design-for-test,” in which we incorporate defect testing procedures at the early design stage) to various subsequent validation procedures, which complies with AEC-Q004 (Automotive Zero Defects Framework). By virtue of our rigorous quality management and defect control, we achieved an ultra-low PPM of 3, significantly outperforming the industry average of 10 PPM, according to the F&S report. Our quality control has received a number of key certifications, including ISO 9001 standard for quality management systems, ISO 26262 ASIL D for road vehicles functional safety and ISO 14001 for environmental management systems. Through the four-pronged approach of reliability-oriented design, comprehensive reliability validation, high-coverage production testing and stringent supplier management, we ensure the reliability of our products. Our dedication to reliability has won recognition and trust from our customers. For example, we were awarded the Technology Contribution Award by Ampron and serve as a major supplier of BPS SoCs for the No. 1 EV and ESS battery provider globally and BLE TPMS SoCs for the No. 1 TPMS module supplier in China according to the F&S report. BUSINESS – 141 – --- page 151 --- Expanding Applications in In-vehicle Sensing and Natural Extension to Adjacent Fields to Seize Commercialization Opportunities Benefiting from our SoC platform capabilities and synergistic partnership with top tier customers, especially with respect to automotive-grade products, we believe that we are well-positioned to extend the boundaries of in-vehicle sensing capabilities and create more value for in-vehicle application scenarios. We have constructed and continued to enrich the applications of our products in various in-vehicle sensing settings, including power management, battery pack monitoring, transmission pressure detection, air conditioning system pressure sensing, suspension pressure sensing and ultrasonic sensing. This continuous expansion has significantly improved vehicle-level sensing capabilities. We have laid a solid foundation for the wider adoption of wireless sensor SoCs across emerging application fields. Wireless sensor SoCs are the foundational next-gen sensing component in the intelligent era. With their compact form factor, low power consumption and high integration, wireless sensor SoCs can perform crucial functions in a wide range of industrial application scenarios. Our wBMS SoCs have already been deployed as engineering samples in energy storage settings. We are also jointly developing customized wBMS SoCs tailored for energy storage applications with a leading international energy storage BMS provider. Seasoned and Visionary Management Team and Strategic Collaborations with Industry Shareholders, Supporting Sustained Innovation We are an innovation-driven and market-oriented technology company. The sensor SoC industry is characterized by rapid iteration, a close alignment with evolving market dynamics and the need for sustained investment in technological and product innovation. Our growth has been strongly supported by our seasoned and visionary management team that consistently upholds our core values. Our stable and dedicated management team, especially our core R&D team, possesses industry expertise and strategic foresight. They were early to identify the immense potential of wireless sensor SoCs and have firmly guided our strategic and technological trajectory since our inception. In particular, they bring direct, hands-on experience in the R&D and commercialization of wireless sensor SoC technologies, alongside a sophisticated understanding of relevant technologies and market dynamics, which they have infused into our long-term development. Our chairman of the Board, executive Director and chief executive officer, Dr. Li Mengxiong, brings in over 20 years of experience in IC design, R&D and management. He previously held key technical roles at international technology companies including OKI Techno Center (Singapore), SEQUANS Communications and SENSA TA Technologies. Dr. Li is highly accomplished in the fields of automotive sensor chips, radio frequency communication and optoelectronic integration. He plays a pivotal role in shaping our overall technical roadmap and major innovation decisions, and was instrumental in laying the foundation for our BLE TPMS SoC and wBMS SoC products. Our core R&D team members have, on average, approximately 20 years of experience in the design and development of technologies essential to wireless sensor SoCs, especially for automotive- grade applications. They had held R&D roles at globally renowned technology companies including Alcatel, OKI Techno Center (Singapore), Qualcomm, Cadence and Goertek. Mr. Li Shuguang, our executive Director and vice president and a key R&D leader, has extensive expertise in high-precision, low-power signal conditioning, high-performance clock circuits, radio frequency front-end design and chip system integration. Our key R&D leader, Mr. Wen Li, has a strong technical foundation in automotive wireless sensing technologies and new energy vehicle battery system applications. Our key R&D leader, Dr. Chen Cheng, brings in two decades of deep research and architectural innovation experience in high-performance mixed-signal IC design, with a particular specialization in ADC technologies. Their combined insight and cohesive leadership underpins our innovation engine. Our competitive advantage has also attracted a number of renowned strategic industry investors, including pioneering industry players such as Geely, Baolong Automotive, Shangqi Capital and SANY , and further enabled the formation of strong collaborative partnerships. Their engagement brings us access to broader collaborative opportunities and resources. BUSINESS – 142 – --- page 152 --- OUR GROWTH STRATEGIES Commit to Innovations to Seize Market Opportunities and Reinforce Technology Advantages To reinforce our market advantages in wireless sensing SoCs, we plan to further increase our R&D investment and advance technology upgrades in the following areas:  Higher integration . Integration enables the incorporation of various wireless sensing-related blocks and circuits into a single chip or chipset to achieve high performance, low power consumption and compact form factor. We will continue to enhance the level of integration of our products, enabling more efficient and miniaturized SoC solutions.  Wireless . As automotive intelligence deepens, the number of in-vehicle sensors has been rapidly increasing, which makes traditional wiring harnesses fall short of the demands of modern vehicle E/E architectures. With the evolution of vehicle E/E architectures toward centralization, wireless sensing is becoming increasingly critical with its capability to reduce system complexity and improve flexibility. We will deepen our R&D efforts in wireless technologies, particularly in the enabling technologies for wireless BMS SoCs.  SoC platform . Our SoC platform is the cornerstone of our innovation capabilities, which empowers the agile development of comprehensive product matrix and customized solutions at low cost. We expect to further enhance the scalability of our SoC platform to drive up the efficiency and outcome of our R&D. We plan to intensify our technical investment in key blocks of our SoC platform, such as the on-off keying (“OOK”) for lower power consumption and high sensitivity, and energy harvesting circuits that reduces the power consumption requirement and design complexity for chips. We believe these R&D investments are pivotal to the further enhancement of our technology foundation and, in turn, the development of products with more competitive parameters, such as performance, wireless capabilities and power consumption. While this may result in higher research and development expenses in absolute amount, such as expenses for basic R&D (e.g., materials costs, processing fees, testing and verification expenses), recruitment and retention of R&D personnel, and procurement of hardware and software, enable us to provide more attractive products to the market and reinforce our competitive advantages, and, eventually, contribute to our sales growth and harness our market position. Advance Product Development to Expand Product Portfolio and Application Scenarios Driven by our “Product-market Fit” principle, we will continue to upgrade and expand our product offerings in response to evolving market demand. We expect to focus on enhancing product coverage and broadening application scenarios across key and emerging verticals. We intend to further invest in the development of our wBMS SoC products, to accelerate their commercialization progress. We believe that our single-cell wireless technology roadmap for this product has broad future potentials, due to its competitive advantages in reduced costs and complexity, among others. For details, see “Industry Overview—Overview of Global and China’s Wireless Sensor SoC Industry.” We expect to expedite our development efforts, including further developing wBMS SoC products for the energy storage sector, and wBMS SoC products for intelligent cells with more sensor interfaces and smarter EIS measurement techniques. We will also further strengthen our intelligent tire sensing SoC product line. With the evolution of industry requirements, the role of TPMS has extended beyond pressure monitoring to encompass temperature, load and even tire burst detection. We will build on our ability to meet these new requirements. Currently, our latest generation of TPMS SoC is equipped with robust hardware support for high-performance tire burst detection, and leverages a dynamic low-power architecture with adjustable sampling frequency and trigger timing, ensuring timely and reliable burst monitoring. Going forward, we will continue to develop similar technologies for our intelligent tire sensing SoCs based on emerging market trends and further strengthen our product portfolio. BUSINESS – 143 – --- page 153 --- We have initiated strategic development of sensor SoCs tailored for robotics applications, such as our eddy current position sensor SoC. This USI SoC enables high-precision sensing even in environments with strong EMI and harsh conditions, which is suitable in a wide range of applications, including robotic joints, eVTOL propulsion motors, new energy vehicle power systems and chassis systems. We also plan to develop USI SoCs tailored for humanoid robots. In areas such as foot assembly and six-axis force of humanoid robots, our USI SoCs can calibrate the consistency and temperature drift of force or torque sensor outputs, thereby enhancing signal quality and simplifying sensor control algorithms. We will continue to invest in the development of these sensor SoCs, as well as other sensor SoCs with broad applicability in robotic systems. We expect to further penetrate the application of our products into energy storage and industrial electronics scenarios of clear demand. We plan to promote the application of our wBMS SoCs in energy storage scenarios, battery swap infrastructure and scooters, where the demand for high system flexibility and scalability is best addressed by wireless solutions. We also plan to expand the application of our USI SoCs to the commercial air conditioning sector. When integrated with pressure sensors, our USI SoCs enable real-time monitoring of pressure variations in refrigerant pipelines, contributing to energy efficiency and enhanced system safety. We believe that the enhancement and expansion of our product matrix and extension of application scenario will contribute to our revenue growth and enlargement of our business scale. We expect to incur costs associated with such growth, including additional materials costs, costs for chip testing and packaging, and certification costs for the new products. As our product portfolio evolves and application scenario expands, we also expect that the risk with concentrating on selected product line or application scenario will also decline. Reinforce Collaborations with Our Blue-chip Customers and Expand Our Customer Base We will remain committed to our customer-centric innovation approach. We aim to deepen partnerships with our existing blue-chip players, such as leading automotive OEMs and Tier 1 suppliers, while expanding our customer base to capture additional growth opportunities. We plan to continuously conduct in-depth market research and maintain close communication with customers to analyze and assess the cooperation status of both existing and potential customers. This will help us gain deeper insights into their evolving needs and guide product and service upgrades accordingly. Leveraging our existing resources and established customer relationships, we intend to engage in deeper collaboration across joint development, validation and testing processes. These efforts will support efficient product upgrades and strengthen long-term customer engagement. We plan to pursue an industry-focused customer expansion strategy. In the automotive sector, we will capitalize on our technological advantages to further develop relationships with premium automotive OEMs and Tier 1 suppliers. Simultaneously, we aim to identify and engage high-quality customers in adjacent markets such as energy storage and industrial electronics. We believe that these efforts will reinforce our relationship with key customers and diversify our customer pool, and, as a result, contribute to our revenue growth. This will also enable us to develop a deep, stable and reliable customer base, thereby reducing customer-specific risk exposure. We might incur additional marketing costs and costs for expanding our sales network in furtherance of these strategies. Pursue Overseas Expansion and Enhance Global Exposure To accelerate the implementation of our global development strategy, we plan to further expand our international presence and increase our investment in overseas expansion initiatives. We plan to cultivate our overseas customer base and devote greater R&D and sales resources to support such growth. Specifically, we intend to deepen our cooperation with existing partners to penetrate overseas markets, leveraging our collaborative relationship to jointly explore global opportunities. We also plan to actively explore new cooperation opportunities with high-potential customers in overseas markets, such as premium players in Europe’s automotive market. BUSINESS – 144 – --- page 154 --- We will promote the adoption of our sensor SoCs in overseas markets with prominent demand, such as countries with strong automotive sectors. We intend to establish our global sales operations through product and sales teams focused on selected overseas markets, such as Europe and Southeast Asia, with a wealth of potential customer resources. These dedicated teams will identify the needs of leading automotive OEMs and Tier 1 suppliers, promote our product offerings, secure project designations and facilitate our supplier qualification process. Through these endeavors, we aim to strengthen customer engagement and international brand presence, thereby anchoring high quality orders from overseas customers with stable and robust demand that contribute to our revenue growth. We may incur expenses for establishing overseas network in furtherance of these objectives. Driven by our “Product-market Fit” principle, we also plan to build up our global R&D capabilities to improve localization and customized development and implement more efficient R&D strategies in relevant local markets. As our sensor SoC products are deployed in the products of our downstream customers and closely associated with the local industry standards, we intend to establish overseas R&D centers in Europe and Southeast Asia to support development tailored to local requirements. The R&D outcomes at global branches will be aggregated at the group level to enrich our proprietary technology stack and strengthen our SoC platform, thereby empowering globalized product innovation. These efforts will allow our R&D activities to more closely align our R&D activities with the demand of the local market, and ensure that our technologies are in pace with the latest development of the global industry standard. We may incur costs associated building up such R&D capabilities, including expenses for hiring local R&D professionals and establishing local R&D centers. To empower a resilient and supportive supply chain that satisfies the needs of our overseas sales expansion, we plan to diversify our supply chain to improve delivery and service capabilities for overseas customers. These facilities will strengthen our supply chain for overseas sales, and enhance the flexibility and responsiveness of our supply chain to accommodate to the demand of international customers. We intend to selectively pursue strategic alliance, investment and acquisition opportunities to strengthen our competitiveness. We will evaluate and execute alliance, investment and acquisition opportunities that complement our product portfolio and technology stack (e.g., Chinese and overseas targets that provide synergies in automotive-grade wireless sensor chips), help us penetrate high-growing sectors, add new capabilities and enhance our growth potentials. We expect that our investments may take on multiple appropriate forms, including equity investments and acquisition of assets and teams. As of the Latest Practicable Date, we had not identified any potential investment or acquisition targets. To the extent that we identify suitable targets and successfully integrate their businesses with ours, we expect that such investment will expand our revenue sources, enrich our technology stack through less upfront investment, and increase our operational leverage. Build A Robust Talent Pipeline to Sustain Innovation and Growth We believe that talent is the foundation of our core competitiveness and long-term development. We place strong emphasis on building a robust talent pipeline and organizational depth. To this end, we will continue to attract global talents through compelling incentive mechanisms and an open, collaborative corporate culture. We also plan to deepen our partnerships with universities and research institutions to cultivate a strong reserve of high-caliber professionals. Additionally, we aim to enhance our internal talent development systems to construct a well-structured, multi-level talent ladder. We intend to scale up our tiered training programs, including (1) Starter’ s Program (ྌ), targeting new graduates and recent hires to accelerate onboarding and early growth; (2) Pillar’ s Program (ྌ), empowering technical professionals with access to advanced resources to enhance their capabilities; and (3) Leader’ s Program (ྌ), focused on equipping mid- to senior-level managers with broader strategic perspectives and leadership training. To further industry-academia collaboration, we intend to establish co-training programs with leading universities in China to enhance our employer branding and talent acquisition. We also plan to further enhance incentive schemes for core employees to boost motivation and retention. We will strengthen diverse employee engagement initiatives and promote an energetic workplace culture to foster greater cohesion. BUSINESS – 145 – --- page 155 --- As an extension of our globalization strategy, we plan to recruit local professionals in Europe to support our regional technical services and market expansion. Through the establishment of a European talent and R&D hub, we aim to drive breakthroughs in core chip technologies and provide localized support to global customers. This initiative will also enhance our international competitiveness, enhance our integration into the global automotive electronics ecosystem and strengthen our brand recognition and influence in overseas markets. OUR PRODUCTS Overview We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor chips. Sensor SoCs play critical roles in detecting specific physical properties (such as voltage, current, impedance, temperature, pressure, motion or chemical presence) and converting them into electrical signals for processing and measurement. Since our inception, we have been committed to the R&D and provision of sensor SoCs, with a heightened focus on wireless sensor SoCs. We believe that wireless sensor SoCs define the future of sensor SoCs, in particular in in-vehicle environment, energy storage settings and industrial electronics settings driven by its advantages in high integration, better performance, lower power consumption and more rigorous safety standards. Driven by our relentless efforts into innovations and our profound industry knowhow, we have curated a robust product portfolio and further extend and deepen our product pipeline. We currently offer a comprehensive portfolio of sensor SoCs, primarily including (1) intelligent tire sensing SoCs; (2) BMS SoCs; (3) USI SoCs; and (4) others, including primarily USS SoCs. The following table sets forth a breakdown of our revenue by product type and further by customer type for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount %o f Total Amount %o f Total Amount %o f Total (RMB in thousands, except for percentages) Intelligent tire sensing SoCs /H1100/H1100/H1100/H110086,157 38.6 208,587 60.0 291,178 60.9 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,096 23.4 128,056 36.8 201,559 42.2 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,061 15.2 80,531 23.2 89,619 18.7 BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,912 21.0 42,739 12.3 66,938 14.0 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,760 12.4 2,571 0.7 6,497 1.4 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,152 8.6 40,168 11.6 60,441 12.6 USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,569 38.3 89,120 25.6 114,613 24.0 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,172 11.3 25,009 7.2 37,328 7.8 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,397 27.0 64,111 18.4 77,285 16.2 Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,845 2.1 7,094 2.1 5,132 1.1 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,840 2.1 7,055 2.0 4,321 0.9 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 0.0 39 0.1 811 0.2 Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 (1) Others primarily include USS SoCs and other products and services ancillary to our provision of SoCs. BUSINESS – 146 – --- page 156 --- The following table sets forth a breakdown of our revenue by wireless feature for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount %o f Total Amount %o f Total Amount %o f Total (RMB in thousands, except for percentages) Wireless sensor SoCs (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,157 38.6 208,587 60.0 292,687 61.2 Wired sensor SoCs (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100136,883 61.2 137,272 39.5 183,817 38.5 Others (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100443 0.2 1,681 0.5 1,357 0.3 Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 (1) Wireless sensor SoCs refer to our TPMS SoC products from 2023 to 2025. We began to generate revenue in connection with our wBMS SoCs in 2025, while we continued generating revenue from our TPMS SoC products. (2) Wired sensor SoCs primarily include BMS SoCs and USI SoCs. (3) Others primarily include products, services and wafer materials sold that were ancillary to our provision of SoCs. The following table sets forth a breakdown of our sales volume and ASP for the periods indicated. As advised by F&S, the ASP of our intelligent tire sensing SoCs and BMS SoCs during the Track Record Period is in line with industry average price in China. Y ear ended December 31, 2023 2024 2025 Sales volume ASP Sales volume ASP Sales volume ASP (Sales volume in thousand units, RMB per unit for ASP) Intelligent tire sensing SoCs /H1100/H1100/H1100/H1100/H110012,446 6.9 32,452 6.4 44,670 6.5 BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,811 25.9 2,360 18.1 3,806 17.6 USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100293,835 0.3 265,705 0.3 323,631 0.4 Our Product Portfolio Intelligent tire sensing SoCs Intelligent tire sensing SoCs are the core component of the sensor for each tire. They continuously monitor critical parameters such as tire pressure, temperature, voltage and current in both driving and stationary conditions, and transmit such data wirelessly via radio frequency to the vehicle’s control unit, where it is displayed on the dashboard. When tire pressure loss or fluctuations exceed defined safety thresholds, the system triggers a timely alert to ensure driving safety. Our intelligent tire sensing SoCs sold during the Track Record Period primarily consisted of TPMS SoCs, which are wireless in nature. Our TPMS SoCs have the following principal features:  Ultra-low power consumption . Our ultra-low power design enables sensors to operate for up to 10 years even on compact coin cell batteries, ensuring long-term reliability with minimal power requirements.  High integration . Our highly integrated chip architecture minimizes the number of external components required for sensor solutions, significantly reducing overall bill of materials (“BOM”) cost and saving valuable PCB space.  Compact package design . Our chips are available in small-footprint packages, facilitating the miniaturization of sensor modules and enabling greater design flexibility.  Comprehensive product portfolio . We offer a full range of wireless radio frequency options, including traditional 315/433 MHz series and low frequency (“LF”) 125 kHz series, as well as pressure ranges that cover both passenger and commercial vehicle applications. BUSINESS – 147 – --- page 157 --- Unlike our traditional TPMS SoCs that transmit on 315/433 MHz, our BLE TPMS SoCs transmit at 2.4 GHz over Bluetooth Low Energy. The following picture demonstrates how our BLE TPMS SoCs function within vehicles. Wear of tires Tire blowout warning Parameters including body load capacity Tire pressure data collection and processing BLE and RF transmit pressure, temperature and acceleration data Vehicle operates normallyVehicle receives normal pressure data Vehicle receives abnormal data and displays abnormality warning Abnormal case Normal case Measures (e.g., brake and pull over) taken to reduce the accident rate of and loss caused by tire blowout BMS SoCs Our BMS SoCs perform critical functions to ensure the safe, efficient and reliable operation of rechargeable battery packs, such as those used in EVs and energy storage settings. Typically through AFE sensing, BMS SoCs monitors cell voltage, temperature and current, enabling real-time evaluation of state-of-charge (“SOC”), state-of-function (“SOF”) and state-of-health (“SOH”). Our BMS SoCs have the following critical functions:  Ensure operational safety and efficiency . BMS SoCs accurately measures the voltage, temperature and impedance of individual battery cells to ensure they operate within safe parameters and to maintain overall battery efficiency.  Enable precise health monitoring . BMS SoCs monitor each battery cell independently to assess battery health, enabling effective cell balancing mechanisms and preventing overcharging or deep discharging of individual cells.  Support regulatory compliance . BMS SoCs provide essential data required to meet regulatory requirements, including information necessary for the digital battery passport. Our BMS SoCs currently primarily include BPS SoCs, and, to a lesser extent, BAS SoCs.  Our BPS SoC is a pressure sensor chip applied in BMS systems, featuring air pressure detection and reverse-trigger alert functionalities. It can promptly detect abnormal internal pressure changes in the battery pack in the event of thermal runaway, rapidly wake the BMS from sleep mode into active mode and initiate subsequent protective actions such as high-voltage disconnection and accelerated cooling. Our BPS SoC adopts an MCU-based architecture and embeds multiple thermal runaway detection algorithms in firmware, along with configurable alarm threshold. Our BPS SoC has been deployed in BMS systems for both ternary lithium and lithium iron phosphate batteries.  Our BAS SoC is also designed for thermal runaway detection within battery packs and connects to the BMS system via wiring harnesses. During thermal runaway of lithium batteries, dense smoke is generated, causing infrared light to scatter. BAS SoC determines smoke concentration by measuring the scattered light intensity, enabling early detection of thermal runaway events. BUSINESS – 148 – --- page 158 ---  While both of our BPS SoCs and BAS SoCs serve as thermal runaway detection chips within battery BMS, they differ in sensing principles and application mechanisms. BPS SoC is a pressure-based sensor which detects abnormal internal pressure changes within the battery pack during thermal runaway events. It features MCU-based architecture with embedded detection algorithms and configurable alarm thresholds, enabling rapid wake-up of the BMS and activation of protective actions such as high-voltage disconnection and accelerated cooling. In contrast, BAS SoC is an optical-based sensor connected to the BMS via wiring harnesses, designed to identify thermal runaway by monitoring smoke concentration. It measures the intensity of infrared light scattered by smoke particles generated during thermal events, providing early warning of potential battery failures. While both chips enhance battery safety through early detection of thermal runaway, the BPS SoC focuses on pressure variation sensing and system activation, whereas the BAS SoC detects smoke concentration via optical scattering, complementing each other in multi-dimensional safety monitoring. Our BPS SoCs have the following principal features:  Wider pressure tolerance range . With a pressure tolerance range from 40 to 260 kPa, our BPS SoC is capable of operating under a broader pressure range during thermal runaway events, enhancing safety and adaptability.  Comprehensive alarm strategies . Equipped with both /H9004-pressure alarms and pressure gradient alarms, our BPS SoC enables more comprehensive early-warning mechanisms.  High pressure resolution and precision. Our BPS SoC has a high pressure resolution of 0.1 kPa. It also has lower errors across the entire operating temperature range, enabling timely, reliable thermal runaway detection.  Automotive-grade thermal endurance . With a working temperature from -40 to 125°C, our BPS SoC is designed to meet AEC-Q100 Grade 1 standard, operating reliably within an extended temperature range suitable for thermal runaway monitoring. wBMS SoCs We have strategically invested into the development of wBMS SoCs since 2022. We and our founding team have accumulated years of technical expertise in front-end sampling chips for BMS, particularly in wireless BMS sampling chips. Our founding team had conducted early-stage research into wireless BMS chip technologies through their application in energy storage scenarios. With the rapid development of EVs, battery cells have become one of the most critical components of vehicle architecture. Our continued exploration of wireless BMS SoCs can play a vital role in enabling full-lifecycle monitoring and management of power batteries, covering aspects such as capacity, lifespan, safety, diagnostics and recycling. Such initiative also aligns with the ongoing trend in battery systems toward higher energy density, larger formats and enhanced reliability. We have been sharply focused on the technology roadmap of single-cell wireless chip, strategically prioritizing the development of AFE chip, which is the voltage and temperature sensing front-end most closely integrated with the battery cells in a wBMS. Our technology roadmap has the following advantages as compared with multi-cell distributed wireless solution and traditional wired solution, according to the F&S report. Comparison of Multi-Channel Sampling and Single-Channel Sampling Comparison Dimension Multi-Cell Mode (Multi-Channel Sampling) Single-Cell Mode (Single-Channel Sampling) Costs (based on post mass-production) Relatively higher overall system cost than single-channel sampling Higher integration, potential for lower system cost Assembly Complexity Requires certain manual operations of connector and wiring Enables full-automation assembly, improving consistency and efficiency Lifecycle Management Challenges tracking battery cell status across full lifecycle Better lifecycle management, cell status is traceable across all stages Sensor Fusion Capability Difficult to support multi-sensor integration Multi-sensor integration in a single chip, easier sensor fusion, enabling better sensing accuracy BUSINESS – 149 – --- page 159 --- Comparison of Wired BMS and wBMS Sensor Chips Comparison Dimension Traceability Wired BMS Sensor Chips wBMS Sensor Chips Unable to realize lifecycle traceability of the battery cell Enhancing lifecycle traceability and safety Wiring and Layout Complexity Relies on large amounts of wiring, complex layout and high production process requirements Significantly simplifies wiring and connections, reducing layout complexity and failure rate Manufacturing Process and Costs Requires high-voltage process, higher system cost Uses low-voltage wafer process, simplified assembly, lower system costs Reliability & Scalability Complex system, limited reliability and scalability Modular design, simplified architecture, better scalability and ease of maintenance Sampling Method Serial sampling, asynchronous voltage data Supports synchronous sampling, improves SoC accuracy The following picture provides an illustration of our wBMS SoC. Voltage/ impedance/ temperature Cell Sensor Net Master USI SoC USI chip is a universal, fully integrated sensor interface chip. USI chip is capable of providing signal amplification, calibration and temperature compensation for virtually all types of ceramic capacitive and resistive bridge sensors. The following table illustrates the details of our USI SoCs. Product Major functions and features Major application scenarios Ceramic capacitive sensor SoC /H1100/H1100/H1100/H1100 Our ceramic capacitive sensor SoC integrates multiple functions, including capacitive conversion, signal amplification, filtering, ADC sampling, sensor calibration, temperature compensation and output processing. Leveraging its comprehensive integration, reliability and cost-effectiveness, it is widely used as the core component for automotive ceramic capacitive sensors.  Automotive air conditioning pressure sensor  Automotive thermal management temperature and humidity sensor  Transmission oil pressure sensor BUSINESS – 150 – --- page 160 --- Product Major functions and features Major application scenarios Resistive bridge sensor SoC /H1100/H1100/H1100/H1100 Our resistive bridge sensor SoC amplifies signals from resistive bridge sensors and performs specific calibration. It digitally compensates for signal offset, sensitivity drift, temperature drift and nonlinearity. With built-in power protection, wide operating temperature support, excellent EMC and robust diagnostic capabilities, it is widely deployed across diverse applications.  Fuel vapor pressure sensor  Intake manifold pressure sensor  Commercial air conditioning pressure sensor  Robot foot assembly (under development)  Robot six-axis force sensor (under development) Temperature and humidity capacitive sensor SoC /H1100/H1100/H1100/H1100 Our temperature and humidity capacitive sensor SoC is a low- power, high-precision signal processing and control solution designed for small capacitive sensors. It supports single, differential and full-bridge capacitance modes, and includes a highly linear integrated temperature sensor. This SoC is widely used as the core component in temperature and humidity sensing applications.  Temperature and humidity sensor for automotive anti-fog  Temperature and humidity sensor for refrigerator anti-condensation control  Temperature and humidity sensor for battery (under development) Eddy current position sensor /H1100 Our eddy current position sensor module is a non-contact measurement device based on the principle of electromagnetic induction. It can accurately detect changes in the relative position between a metallic conductor and the probe.  Rotor position sensor for permanent magnet synchronous motors Operational amplifier /H1100/H1100/H1100/H1100/H1100/H1100 Our operational amplifiers offer a variety of models designed for a wide range of applications, including low-power general- purpose amplifiers, high-precision amplifiers and zero-drift amplifiers.  ASIC input or output amplifiers  Sensor interfaces  Medical communication  Smoke detectors  Audio output  Piezoelectric transducer amplifiers  Medical equipment  Portable systems BUSINESS – 151 – --- page 161 --- USS SoCs USS chips are designed to detect the distance, position and characteristics of obstacles by emitting and receiving ultrasonic signals to sense the surrounding environment. They enable a wide range of applications including intelligent driving systems, automatic parking systems, reversing assistance systems, blind spot detection and warning systems, fuel tank level monitoring, industrial distance measurement systems and obstacle detection systems for drones and robots. Our USS SoCs are currently primarily adopted in automatic parking scenarios. Compared with commonly used automotive ranging sensors such as millimeter-wave radar and LiDAR, ultrasonic sensing powered by USS SoCs offers distinct advantages in low-speed, close-range scenarios, including lower system cost and minimal blind zones. Their superior near-field detection performance complements other ranging technologies and make them particularly well-suited for automatic parking applications. Our USS SoCs have the following features and advantages.  Superior signal-to-noise ratio . Our USS SoCs have superior signal-to-noise ratio, capable of detecting standard obstacles at a distance of up to five meters.  Single-chip design . Our USS SoCs adopt a single-chip design, with simplified peripheral circuitry that facilitates compact sensor design.  Transformer-free . Our USS SoCs can be transformer-free, thereby reducing BOM costs and enabling miniaturization of the sensor. OUR BUSINESS MODEL We operate under the fabless model and focus on the design of SoCs. We outsource wafer fabrication and chip packaging and testing activities to third-party business partners. By concentrating our resources on product design and R&D processes, we can swiftly respond to evolving market demands and continuously innovate our product offerings. According to the F&S report, the fabless business model is consistent with the increasing trend of specialized division of labor within the semiconductor industry, allowing fabless companies to focus attention and resources on design and R&D. We provide SoCs based on our proprietary design, as well as integrated solutions based on the specific demands of certain customers. For our integrated solutions, we leverage our industry know-how and collaborate closely with our customers to design and provide customized modules. This enables us to reinforce our relationship with key customers, stay abreast with the latest trends of downstream sectors and constantly upgrade and enhance our offerings. The following diagram illustrates our fabless business model. Design Our Expertise Team Manufacturing M Sales Our Group End Customers Distributors Direct Sales Materials Packaging and Testing Foundries BUSINESS – 152 – --- page 162 --- COMMERCIALIZATION We have adopted a transaction-based model. The following table sets forth the timeline of commercialization of each of our major product series. Milestone TPMS SoC BMS SoC USI SoC USS SoC Mass production /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002018 2021 2021 2024 Commencement of revenue generation (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 2017 2020 (2) 2021 2024 (1) We may recognize revenue from product sampling and small-scale production before proceeding into the mass production stage. (2) We began to generate revenue in connection with our wBMS SoCs in 2025. Our Industry Standards The following table sets forth the major industry standards applicable to our products and the major requirements of our downstream industries, respectively. Our products satisfied the requirements of each of the corresponding industry standards. Industry Standards Applicable to: Products Our Products Downstream Industries Intelligent tire sensing SoCs  AEC-Q100, Automotive Electronics Council Qualification Test for Integrated Circuits, one of the key quality certifications required before automotive- grade chips enter mass production. It is an automotive industry standard used to assess the reliability and durability of integrated circuits for in-vehicle applications. It sets out a suite of qualification tests to verify performance stability under extreme temperature, vibration and electrical stress.  GB 26149-2017, Performance Requirements and Test Methods of TPMS for Passenger Cars (ߣ جa mandatory national standard. It requires vehicles to install TPMS as specified to enhance driving safety and tire use efficiency. BPS SoC  AEC-Q100.  GB 38031-2020, Safety Requirements for Traction Batteries Used in Electric V ehicles (ࠅ Ӌ). It sets safety requirements and test methods for power battery cells, battery packs and systems used in EVs to ensure safe use and to prevent fires or explosions caused by battery failure.  GB 38031-2025, EVs Traction Battery Safety Requirements ( ཥਗӛԓ͜ਗɢ Ӌ). It applies to EV power battery cells, battery packs and systems and prescribes test methods and safety performance, such as no fire and no explosion after cell thermal runaway, and provision of a thermal event alarm signal and smoke that does not endanger occupants to raise battery safety and protect consumers. BUSINESS – 153 – --- page 163 --- Industry Standards Applicable to: Products Our Products Downstream Industries USI SoC  AEC-Q100.  GB/T 15478-2015, Test Methods of the Performances for Pressure Sensor ( Ꮐ جIt defines test conditions, test items and methods and data processing for pressure sensor performance. It applies to absolute pressure differential pressure gauge pressure and vacuum sensors  GB/T 2423.1, .2 and .17, Environmental Tests for Electrical and Electronic Equipment (ᐑ ྤ༊᜕). It comprises (1) low temperature test methods for non-heat- dissipating and heat-dissipating samples with defined conditions procedures and parameters; (2) high temperature test methods for the aforementioned sample types; and (3) salt spray test methods to assess corrosion resistance of electrical and electronic products metallic materials and protective coatings. USS SoC  AEC-Q100.  GB/T 41484-2022, Automotive Ultrasonic Sensor Assembly ( ӛԓ͜൴ ෂชኜᐼϓ), which sets the requirements test methods and inspection rules for automotive ultrasonic sensor assemblies. Our Overseas Operations We established our overseas subsidiary in Malaysia, Viatire Tech SDIV . BHD. (“VIA TIRE”), on May 14, 2025, with principal business activities in the manufacturing and sales of chip products. We hold a 51% shareholding in VIA TIRE, with the remaining 49% of the shareholding held by 3L Automotive Technology Pte. Limited (“3LA T”) and E-Motor Industries Intl, Shanghai Co., Ltd. (“EIS”). Based on public information, 3LA T is a private company limited by shares incorporated in Singapore in 2023. It is a wholly-owned subsidiary of Shanghai Baolong Technology Co., Ltd. (ʮ̡) and principally engages in the wholesale of automotive parts and accessories, such as automotive sensors, ADAS and air suspension, mainly aimed at the Southeast Asia automotive aftermarket. EIS is a PRC limited liability company incorporated in 2000. It engages in the sale of general machinery, automotive parts, metal materials, hardware and electrical products to overseas markets, mainly to North America, and conducts relevant import and export business for various commodities and technologies. By establishing operations in Malaysia, we expect to benefit from its preferential free trade policies, which may reduce trade costs, enhance product competitiveness and support our expansion into overseas markets. We also expect to benefit from favorable PRC policies supporting domestic companies operating in the automotive chip sectors. Through VIA TIRE, we intend to leverage Malaysia’s location and free trade policy advantages to expand in North America, ASEAN and Europe, optimize our global capacity footprint and enhance supply chain resilience. Compared with our operations in Chinese Mainland, VIA TIRE will primarily manufacture and sell assembled semiconductor products (such as modules and components) to overseas aftermarket customers, with an initial focus on North America, particularly the United States. Leveraging its group’s extensive technical know-how accumulated in the TPMS sector, 3LA T provides VIA TIRE with technical guidance in respect of product design and production equipment, thereby enhancing VIA TIRE’s core technological competitiveness. In addition, to the best knowledge of our BUSINESS – 154 – --- page 164 --- Directors, the founding team of the independent corporation established pursuant to the joint venture agreement by the shareholder of EIS has been involved in the North American automotive parts market for years and possesses market expansion experience and established customer resources, which we believe will effectively support the marketing and sales promotion of VIA TIRE’s products in North America, accelerate market penetration and help build brand recognition and industry reputation. We believe that such arrangement provides us easier market access and greater commercial feasibility for expansion to the North America market. As of April 30, 2026, our indicative orders for 2026 amounted to US$1.35 million in aggregate. During the Track Record Period, we did not generate revenue via VIA TIRE, including any revenue via VIA TIRE from Malaysia. We expect to generate revenue primarily from overseas customers in the U.S. via VIA TIRE in 2026 and 2027. The salient terms of our joint venture agreement with EIS and 3LA T in respect of the management and operation of VIA TIRE and background information of relevant entity are as follows:  Term. The effective period of the agreement is three years from the date the parties become a member of VIA TIRE.  Main objective of VIATIRE . VIA TIRE shall carry the main objective to manufacture budget-priced private label aftermarket passenger vehicle TPMS. VIA TIRE shall sell its aftermarket TPMS products exclusively to an independent corporation to be established by the shareholder of EIS. As a separate legal entity, this independent corporation shall bear all its own liabilities and retain all revenues generated from TPMS sales. Supply volumes and pricing shall be determined based on customer demand. Subsequently in June 2025, such independent corporation, i.e., TIREVIO INC (“TIREVIO”), was formed as a domestic for-profit corporation in Indiana, the U.S. TIREVIO’s main business is the provision of TPMS solutions in the automotive aftermarket in North America.  Obligations of the parties . Under the TPMS design package, an affiliate of 3LA T, which is also one of our customers, will support (without additional fees and charges, except as provided in the side letter relating to certain service costs) the hardware design package and production development and maintenance services. Such affiliate will also establish the manufacturing protocols, lead production training and instruction and support the total product integrity for release. The parties shall form a strategic partnership and invest in VIA TIRE and VIA TIRE shall utilize such monies invested and/or loaned by the parties to carry on the VIA TIRE objectives stated in the agreement and/or such objectives as to be determined by parties from time to time. OUR TECHNOLOGIES The semiconductor industry is characterized by rapid technological evolution and intense market competition. We must continuously launch new products while advancing manufacturing processes, necessitating sustained R&D investments to drive innovation and meet market demands efficiently. Since our inception, we have established a proprietary sensor SoC platform that integrates sensing, processing and wireless transmission capabilities, coupled with wireless radio frequency technologies, automotive- grade capabilities and engineering capabilities, which together form our technology foundation. Our proprietary sensor SoC platform enables us to efficiently develop sensor SoCs to address the needs of different application scenarios; our wireless radio frequency technologies ensure us to serve more precisely in the automotive-grade wireless communication environment; our automotive-grade capabilities enables our sensors to satisfy the key requirements for automotive-grade chips; and our engineering capabilities covering chip calibration, testing and system-level design enhance production efficiency, reduce cost and improve product reliability. As of the Latest Practicable Date, we had successfully commercialized our major product series: TPMS SoCs, BMS SoCs, USI SoCs and USS SoCs, which incorporated these technologies.  Proprietary sensor SoC platform . Our sensor SoC platform covers the essential functional blocks of a sensor SoC system, including signal sensing (i.e., through MEMS interface circuit), signal processing (i.e., through ADC and MCU) and wireless communication (i.e., through auto BUSINESS – 155 – --- page 165 --- wireless circuit). By selecting, combining, configuring and optimizing these blocks, we can efficiently develop sensor SoCs to address the needs of different application scenarios. As environmental physical or chemical signals (e.g., pressure, temperature, humidity and acceleration) change, corresponding changes occur in the electrical characteristics (e.g., resistance or capacitance) of the MEMS. On our sensor SoC platform, the MEMS interface circuit senses these changes and converts them into analog signals in the form of current, voltage or frequency. Within the signal processing circuit, ADC converts analog signal to digital signal, to facilitate MCU to perform complex algorithm processing under various application scenarios. Finally, the auto wireless circuit transmits the processed outputs to external systems. The following diagram illustrates the key blocks of our proprietary sensor SoC platform. MEMS Interface ADC MCU Auto Wireless Circuit Signal Sensing Signal Processing Wireless Communication  Wireless radio frequency technologies . We have also developed advanced wireless radio frequency technologies. These technologies enable us to serve automotive-grade wireless communication environment by achieving wireless transmission reliability, anti-interference, wireless spectrum mask requirement, EMC environment, low latency, low power consumption and automotive-grade safety.  Automotive-grade capabilities . We possess capabilities that meet the stringent standards of automotive-grade applications. As a result of our robust automotive-grade R&D foundation, our products satisfy the key requirements for automotive-grade chips, such as precision reliability across the full automotive-grade temperature range from -40°C to 125°C, high- voltage reverse polarity protection, ASIL functional safety, unified diagnostics services (“UDS”), redundancy and harsh-in-vehicle environment EMC that provides anti-interference against variations in electromagnetic environment and interference across different frequencies. We have also established a robust, full-cycle quality control mechanism that complies with major global standards as the backbone of our automotive-grade capabilities.  Engineering capabilities. We have accumulated in-depth expertise in simulation, packaging design, test calibration planning, reliability analysis and failure rate prediction, among others. /H18537Chip calibration . We have developed calibration systems tailored to our chip characteristics, including multiple advanced calibration algorithms and automated calibration equipment. These calibration systems significantly improve mass production efficiency, reduce production costs and enhance product quality. /H18537Testing and verification . We have built multiple testing systems based on product design and customer requirements, which form a testing platform with over 256 nodes. We also perform long-term reliability verification for multiple scenarios. Our testing platform can automatically collect the key parameters that we and our customers focus on, to provide crucial data inputs to improve product reliability. /H18537System-level engineering capabilities . We have independently developed the hardware, software and structural components of our products, which are capable of meeting the stringent functional and reliability requirements of our customers. We have also designed and built proprietary batch testing and calibration equipment, which enables the simultaneous testing and calibration of hundreds of channels, significantly improving production efficiency. We are supported by dedicated technical staff, who carry out testing and assembly in accordance with our SOPs in collaboration with leading industry suppliers, to ensure compliance with required specifications. BUSINESS – 156 – --- page 166 --- Based on our technology foundation, we have established core technologies in signal sensing, signal processing, wireless communication, SoC integration and calibration. More specifically, our signal sensing technologies such as chopper stabilization and digital filtering enable low-noise detection of weak MEMS signals, ensuring precision and fault tolerance; our signal processing and calibration technologies deliver offset compensation, high-accuracy correction and diagnostic protection to maintain stable output; our wireless communication technology supports large-scale multi-node access with deterministic latency and strong synchronization even under interference; our integrated SoC design co-optimizes analog, digital and RF domains for compactness, low power consumption and high robustness with built-in safety and EMI mitigation; and our calibration and compensation technologies minimize signal drift and environmental impact through proprietary algorithms and automated calibration systems. Signal sensing—pressure sensing technology In tire pressure monitoring, our products adopt advanced techniques such as chopper stabilization, correlated double sampling and digital filtering to achieve low-noise performance. These technologies enable our sensor SoCs to detect extremely weak signals from pressure MEMS. The analog signals output by the pressure MEMS are amplified, filtered and then converted into digital signals. The ADC employs a multi-modal architecture that allows customers to flexibly configure measurement accuracy and conversion speed, thereby enabling targeted and efficient signal processing for a wide range of sensor applications. Our SoCs also integrate multiple digital filters that improve signal-to-noise ratio, and calibration algorithms that compensate for the nonlinearity and temperature drift of the MEMS pressure sensors. In addition, our SoCs incorporate robust diagnostic functions that provide accurate fault codes in case of malfunction, reducing the risk of failure. These features not only ensure high-precision pressure measurement but also enhance the reliability and stability of the product in automotive-grade applications. Signal processing—sensor signal processing and calibration technology Sensor signal processing and calibration technology is a core competence in the development of our USIs. Our signal processing technology supports offset compensation at the input stage, preventing signal saturation upon amplification caused by intrinsic sensor offset. This allows us to accommodate sensors with signal ranges much smaller than their intrinsic offsets and achieve high-resolution measurement results. Notably, the technology supports synchronous access and independent processing of multiple sensor signals, enabling customers to develop specialized sensor applications. We have developed a range of signal calibration modes and algorithms to achieve high-precision compensation across various sensor types. We also build and optimize our algorithms for different sensors and integrate auxiliary circuits within the SoC to minimize calibration complexity caused by temperature variation. This not only enhances production efficiency and reduces manufacturing costs but also ensures accurate calibration. The technology further supports diagnostic features such as open/short circuit detection, voltage, temperature monitoring and signal stabilization checks—allowing the chip to output fault codes or alerts when sensor abnormalities occur, thereby mitigating risks associated with sensor failure. Wireless radio frequency—wireless communication technology Our proprietary wireless communication protocol for in-vehicle applications overcomes key limitations of conventional Bluetooth transmission in terms of real-time performance, multi-node access and reliability. The protocol supports over 256 slave nodes and features strong retransmission capabilities, ensuring deterministic latency and transmission reliability across all nodes. Time synchronization accuracy across nodes is less than two microseconds, which makes the system particularly suitable for data acquisition in battery pack scenarios involving voltage, temperature and multi-sensor monitoring. In scenarios with severe local interference or weak signals, our powerful relay transmission mechanism maintains stable and reliable communication, enhancing performance under harsh operating conditions. BUSINESS – 157 – --- page 167 --- In the field of energy storage wireless communication, we adopt advanced baseband algorithms for ultra-high interference suppression and rapid switching between transmission and reception. This enables the protocol to support over 300 nodes in a single-layer network—ideal for energy storage stations and commercial storage systems with high cell counts and dense adjacent-channel interference, significantly expanding the applicability of our wireless sensor SoCs. Wireless sensor SoC—integrated SoC technology Our wireless sensor SoCs integrate sensing and radio frequency functionalities into a single chip, incorporating a high-precision AFE, high-resolution ADC, high-speed digital signal processor and a sensitive radio frequency transceiver. Such co-design across analog, digital and radio frequency domains, with rigorous noise management, presents significant technical challenges. Given the stringent reliability requirements of automotive-grade products and the complexity of circuit types, the selection of process technology is critical. We adopt a process node capable of supporting high-voltage tolerance, low noise, low temperature drift and ultra-low leakage, while strictly enforcing multi-voltage domain separation and 100% over-voltage inspection. We apply Monte Carlo mismatch modeling to enhance circuit robustness and broaden process tolerance to meet automotive reliability standards. Automotive-grade SoC design must include safety mechanisms. We employ heterogeneous redundancy in critical on-chip circuits to prevent systemic failures from shared failure modes. For MEMS, we integrate diagnostics such as open/short detection, overvoltage and overcurrent protection. For analog, radio frequency and digital interfaces, we implement dynamic scan testing in mass production to reduce the escape rate of process-induced failures. To address the strong in-vehicle EMI, we implement architectural and layout-level isolation for key circuits to meet the low-noise, high-precision requirements of MEMS. For sensitive radio frequency receivers, we achieve high reception sensitivity through optimized power domain partitioning, low-power mode design and efficient power management units. To ensure radio frequency communication does not interfere with critical automotive systems (e.g., airbag controllers, ABS), we use spread-spectrum clocking to reduce peak power density and mitigate EMI to the vehicle system. Calibration—calibration and compensation technologies MEMS output is prone to signal drift due to factors such as temperature fluctuations, wafer-level inconsistencies and packaging-induced stress. To address this, we have developed a comprehensive set of calibration algorithms, standard processes and automated calibration equipment to achieve high-precision calibration at the chip level. Our proprietary algorithms and custom-built production equipment enable our sensor chips to maintain low drift and low distortion under challenging environmental conditions (e.g., extreme temperatures or pressure fluctuations). These calibration technologies not only enhance sensor reliability and stability but also significantly reduce the cost of calibration. RESEARCH AND DEVELOPMENT Through years of R&D efforts, we have built extensive expertise in the field of sensor SoCs, in particular wireless sensor SoCs. We continuously expand our product portfolio, updating existing products and introducing cost-effective new solutions to enhance competitiveness. By intensifying R&D commitments, accelerating market response times and enhancing operational efficiency, we aim to solidify and extend our competitive edge in the industry. We have been committed to investing into our R&D talents and initiatives. During the Track Record Period, our research and development costs were RMB95.9 million, RMB107.9 million and RMB101.5 million in 2023, 2024 and 2025, respectively, representing 42.9%, 31.0% and 21.2% of our revenue in the respective periods. As of the Latest Practicable Date, we had not been involved in any legal claims or proceedings that could have an influence on the R&D for our sensor SoC products. BUSINESS – 158 – --- page 168 --- We have not in-licensed any material intellectual property rights or outsourced any material research and development processes to third parties. During the Track Record Period and up to the Latest Practicable Date, we performed substantially all of the R&D of our products in house. During the Track Record Period and up to the Latest Practicable Date, we had not been subject to any material legal claims or proceedings that may have an influence on the research and development of our products. Our R&D Team and Core Members We had assembled a R&D team consisting of 125 R&D personnel, accounting for over 55% of our workforce, as of December 31, 2025. Our dedicated and experienced R&D team is led by Dr. Li Mengxiong. The following table sets forth the details of our core research and development members. Core R&D members Profile Dr. Li Mengxiong Dr. Li Mengxiong is the chairman of the Board, an executive Director and the chief executive officer of our Company. Dr. Li obtained a bachelor’s degree in microelectronics and a master’s degree in microelectronics and solid-state electronics from Fudan University ( ూ͇ɽኪ) in the PRC. He further obtained a doctoral degree from the School of Electrical and Electronic Engineering of the University of Nottingham. Dr. Li has over 20 years of experience in integrated circuit design, R&D and management. He has deep expertise in automotive sensor chips, communication radio frequency and optoelectronic integration. He is responsible for our overall technology direction planning, such as development of BLE TPMS and wBMS SoCs, and major technical decisions, and has made decisive contributions to our key technological innovations and product system development, driving the industrialization of several landmark technologies. Mr. Li Shuguang Mr. Li Shuguang is an executive Director and the vice president of our Company. Mr. Li obtained a bachelor’s degree in microelectronics and further obtained a master’s degree in microelectronics and solid-state electronics from Fudan University ( ూ͇ɽኪ) in the PRC. Mr. Li has over 20 years of experience in IC design, R&D and management, with deep expertise in high-precision low-power signal conditioning, high-performance clock circuits, wireless radio frequency front-end and chip system integration design. He leads the design and development of our major products, such as TPMS SoCs, BLE TPMS SoCs, BPS SoCs and USI SoCs. He is one of the main contributors of many of our core patents, such as sensor signal chain circuit and wireless communication, and is responsible for R&D of key technologies and products, as well as quality management. BUSINESS – 159 – --- page 169 --- Core R&D members Profile Mr. Wen Li Mr. Wen Li, our key R&D leader, holds a bachelor’s degree and a master’s degree in electronic engineering from Fudan University ( ూ͇ɽኪ) in the PRC. Mr. Wen has over 15 years of work experience and has accumulated rich technical expertise in automotive wireless sensing technology and new energy vehicle battery system application technology. He is one of the main contributors of our core patents relating to wBMS. In particular, he is responsible for the development of wireless protocols for BMS systems and has extensive experience in multi-node and high reliability wireless transmission technologies. He is responsible for product definition, R&D and key technology pre-research for our core BMS product line. Dr. Chen Cheng Dr. Chen Cheng, our key R&D leader, holds a bachelor’s degree in electronic engineering and a PhD degree in microelectronics from Fudan University ( ూ͇ɽኪ)i nt h e PRC. Dr. Chen has 20 years of solid experience in high- performance mixed-signal integrated circuit R&D and architectural innovation, particularly skilled in the field of ADC. He has driven the product definition, R&D and industrialization of our key products, such as TPMS SoCs and ultrasonic ranging, and has also led the pre-research on energy harvesting circuits and OOK technologies. He is one of the main contributors of many of our core patents and is responsible for the overall R&D of our chip products. He has made important contributions to our chip development and technological breakthroughs. We retain key management and technical staff with competitive remuneration packages and welfare benefits. We also invest in training programs to upskill our key staff. In the event of termination of employment requested by key staff, we closely communicate with the staff for the reason of departure and feedback for us. We also recruit candidates with relevant knowledge and skills by online recruitment, campus recruitment and internal referrals, among others, to avoid the negative impact that could be caused by attrition. The salient terms of agreements with management and technical staff are set out below.  No conflict. During the employment, the employee shall not engage in any other job, whether full-time or part-time, without our written consent.  Non-competition. We have the right to unilaterally initiate a non-competition period of up to two years following the termination of employment. During the term of employment and the non-competition period initiated by us, the employee shall not engage in any competitive behavior.  Non-solicitation. During the employment and for two years thereafter, the employee shall not, directly or indirectly, solicit or attempt to solicit our current and former employees to leave their employment or solicit or otherwise influence our relationships with our customers or suppliers.  Inventions arrangement. We own all rights, titles and interests (including patent rights, copyrights, trade secret rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), designs, know-how, ideas and information made, conceived or reduced to practice, in whole or in part, by the employee during the term of the employment contract to the fullest extent allowed by applicable laws, and the employee shall promptly disclose all inventions to us. BUSINESS – 160 – --- page 170 ---  Proprietary information arrangement. All inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) the employee develops, learns or obtains during the term of the employment contract that relate to us or our business or demonstrably anticipated business, or that are developed in whole or in part during the employment or using our equipment, supplies, facilities or confidential information, or that are received by or for us in confidence, constitute proprietary information. The employee shall hold in confidence and not disclose or, except within the scope of the employment, use any proprietary information. The employee shall maintain confidentiality obligations indefinitely after the expiration or termination of employment until we declare such information declassified or that such information becomes publicly available. The expiration or termination of the employment agreement shall not release employees from the continued confidentiality obligations. Our R&D Process Our R&D process involves a framework in which factors such as customers demand, feasibility analysis, technology developments and application scenarios are taken into consideration. We have established a comprehensive process to ensure strict control and oversight of our R&D activities. Our R&D process primarily encompasses the key steps of (1) market research and project initiation, (2) development, and (3) verification, after which we proceed with mass production conducted through trusted third parties. The process from formulation of product concepts to the commencement of mass production may vary from six to 24 months, depending mainly on the complexity and novelty of products, as well as the requirements of relevant customers. We have implemented rigorous control protocols over our research and development process to ensure full-cycle quality control.  At the market research and project initiation stage, we complete a series of steps to transform product concepts into product specifications and development plans. Specifically, we conduct a comprehensive evaluation of new project feasibility from market, technical, operational and financial perspectives. We consider wafer fabrication processes, packaging requirements and cost parameters, refine product specifications and perform IP searches and analysis to assess potential risks.  At the development stage, our R&D personnel proceed with the development tasks of SoC design according to our product development plans. This involves procedures such as chip architectural definition, IP integration, physical implementation and production test readiness. At this stage, we focus on optimizing product performance and quality and achieving innovation and improving our product to meet technical and market demands.  At the verification stage, we closely coordinate with the wafer foundry and packaging service providers to produce prototypes. Once the prototypes are produced, they will go through functional and performance validation to ensure alignment with our product specifications. At this stage, we also closely monitor the product’s manufacturability and compliance with production requirements, including any production issues. In addition, we may involve certain key customers in product trials to collect their feedback as part of our considerations in whether to proceed with mass production. INTELLECTUAL PROPERTY RIGHTS We believe that our intellectual property rights are critical to our continued success. We have taken the following key measures to protect our intellectual property rights, including (1) establishing a set of comprehensive internal policies to implement effective management over our intellectual property rights, (2) timely registration, filing and application for the ownership of our intellectual properties, (3) timely report to the management upon identification of infringement of our intellectual property rights by third parties, (4) providing trainings to enhance employees’ intellectual property right awareness and to ensure our intellectual property protection measures’ long-term effectiveness, and (5) stipulating and emphasizing the ownership and protection of intellectual properties in the employment agreements and employee handbook. BUSINESS – 161 – --- page 171 --- As of December 31, 2025, we had 90 granted patents, 33 utility model patents and one design patent. As of the same date, we had 61 layout-design of integrated circuits, 26 software copyrights and 25 registered trademarks. Examples of patents held by us in connection with our core technologies which we consider to be material to our business include the following: Patent name Place of registration Patent number Major function Wireless communication system and signal transceiver device ( ೌᇞ ໮ϗ೯ༀ ໄ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 China CN202210671793.4 Achieve duplex communication without antenna switching components Frequency divider circuit, phase-locked loop circuit and control method for frequency divider ( ʱ᎖ཥ༩eᕁ ᐑཥ༩˸ʿʱ᎖ཥ༩ ج)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 China CN202011531410.0 Enable fast lock and diagnostic functions in wireless phase-locked loop systems Mismatch calibration circuit, method, system and RF system (ࣧ eӻ୕ձ ᎖ӻ୕)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 China CN202010825457.1 Automatically estimate and compensate transmitter mismatches to maintain timing and signal quality Alarm integrated circuit, alarm system and alarm method ( జᙆණϓཥ ༩eజᙆӻ୕ʿజᙆ˙ ج)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 China CN202210256469.6 Customize the system architecture after modeling the pressure runaway scenario in the battery pack cavity based on real-world conditions Sensor diagnostic device and sensor detection circuit ( ෂชኜൢᓙༀໄ ձෂชኜᏨ಻ཥ༩) /H1100/H1100/H1100/H1100 China CN202110127511.X Provide functional safety diagnostics across 10 failure scenarios, compliant with automotive ASIL-B Bluetooth receiving device, Bluetooth communication method and electronic equipment ( ᔝ˫ટϗༀ ʿཥ ɿண௪)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 China CN202010194668.X Implement low-power Bluetooth anti-collision reception strategy with early packet filtering Automatic mismatch calibration circuit, method and RF receiver (๟ཥ༩e˙ ᎖ટϗዚ) /H1100/H1100/H1100/H1100/H1100/H1100 China CN202010799164.0 Perform automatic mismatch estimation and compensation in RF transmitters to ensure communication quality Low-power supply circuit (Э̌ঃԶཥཥ༩) /H1100/H1100/H1100/H1100/H1100 China CN202211140623.X Provide minimalistic low- power wake-up energy detection for Bluetooth systems BUSINESS – 162 – --- page 172 --- Patent name Place of registration Patent number Major function Data transceiver system, data receiving device and control method ( ᅰ ኽϗ೯ӻ୕eᅰኽટϗ ج)H1100/H1100/H1100/H1100 China CN202210156060.7 Enhance wireless reception with fast automatic gain adjustment, improving efficiency by 50% LF decoding integrated circuit and TPMS control system ( Э᎖༆ ᇁණϓཥ༩ʿTPMS છՓ ӻ୕) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 China CN202210123692.3 Provide error-corrected decoding at 125 kHz frequency band for wireless LF applications Bluetooth module, event control method for Bluetooth module and electronic device ( ᔝ˫ ԫ΁ ʿཥɿண௪) /H1100/H1100 China CN202010395338.7 Improve BLE packet transmission efficiency with configurable timer- based hardware power control Overvoltage protection circuit and device ( ཀᏀ ᚐཥ༩ʿༀໄ) /H1100/H1100/H1100/H1100/H1100/H1100 China CN2021116360416 Provide rapid protection against automotive surge overvoltage to prevent functional failure As advised by our PRC Legal Advisor, pursuant to the Patent Law of the PRC ( ʕശɛ͏΍ձ਷ਖ਼ جan invention patent registered in China is valid for a term of 20 years from the date of filing of the application for the patent, an utility model patent registered in China is valid for a term of 10 years from the date of filing of the application for the patent, and since June 1, 2021, a design patent registered in China is valid for a term of 15 years from the date of filing of the application for the patent. Despite our precautions, however, third parties may obtain and use our intellectual property without our consent. Unauthorized use of our intellectual property by third parties and the expenses incurred in protecting our intellectual property rights from such unauthorized use may adversely affect our business and results of operations. See “Risk Factors—Risks Relating to the Research and Development and Intellectual Property Rights of Our Products.” Our Directors confirm that we did not have any material disputes or any other pending material legal proceedings of intellectual property rights with third parties during the Track Record Period and up to the Latest Practicable Date. SALES AND MARKETING During the Track Record Period, we primarily sold our products to customers located in China. We adopted hybrid sales channels and sold our products through both direct sales and distributors. We do not impose any restrictions on the types of products that may be sold to customers and encourage both direct sales customers and distributors to adopt or promote a broader range of our product offerings where commercially appropriate. We have overlapping customers among different product types as some of our customers operate multiple sensor-related business lines and therefore procure different types of our sensor SoCs to support their respective applications. The following table sets forth a breakdown of our revenue by distribution channels for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount %o f total Amount %o f total Amount %o f total (RMB in thousands, except for percentages) Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100113,615 50.8 184,849 53.2 228,157 47.7 Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100109,868 49.2 162,691 46.8 249,704 52.3 Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 BUSINESS – 163 – --- page 173 --- Our sales force is essential to build, maintain and promote our brand image by interacting, introducing and demonstrating the features of our products directly to our customers. As of December 31, 2025, we had a dedicated sales and marketing team of 26 members with strong expertise in the sales of our products. The technically complex nature of our product requires our sales force to possess specialized expertise. Our sales and marketing team work in a collaborative manner with our research and development team, such as through product line meetings, ad-hoc meetings and regular performance reviews and evaluations. We also organize workshops to maintain our sales team’s technical proficiency to deepen their understanding of our products. To encourage and incentivize our sales force, we have implemented a compensation structure combines a fixed salary with performance-based assessments and special incentives. Our Sales Arrangements Direct sales Our direct sales customers are Tier 1 suppliers. Currently, our products are deployed by a number of automotive OEMs through their Tier 1 suppliers. Such automotive OEMs are the end customers of our direct sales customers. We believe that our direct engagement with these customers and our proactive efforts to develop and strengthen relationship with them can enable us to address their demands in a satisfactory and efficient manner, accumulate critical know-hows and enhance our market penetration and positioning in the relevant downstream sectors. Driven by our commitment to “Product-market Fit,” we primarily attract and retain direct sales customers leveraging our ability to offer products that effectively meet their requirements, as well as evolving industry standards and technology advancements. In particular, we have fostered strong and sustainable collaborative relationship with certain direct sales customers by maintaining regular communications with them and providing customized solutions. The following table sets forth certain key metrics of our direct sales customers for the periods indicated. Y ear ended December 31, 2023 2024 2025 Number of direct sales customers at the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110062 96 115 Number of new direct sales customers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052 63 50 Number of exiting direct sales customers /H1100/H1100/H1100/H1100/H1100/H1100(18) (44) (73) Number of direct sales customers at the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110096 115 92 Number of transactions with direct sales customers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100450 386 379 Average direct sales customer value (1) (RMB in thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,144 1,415 2,714 Average transaction value of direct sales customers (2) (RMB in thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100244 421 659 Direct sales customer retention rate (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071.0% 54.2% 36.5% Net dollar retention rate of direct sales customer (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100238.2% 144.2% 147.6% Number of key direct sales customers (5) /H1100/H1100/H1100/H1100/H1100/H1100/H110022 21 18 Key direct sales customer retention rate (6) /H1100/H1100/H1100/H1100/H1100/H110094.7% 86.3% 76.2% Net dollar retention rate of key direct sales customers (7) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100275.3% 148.8% 152.0% (1) Calculated by dividing the revenue generated from direct sales customers in a given period by the number of direct sales customers who purchased our products in the same period. (2) Calculated by dividing the revenue generated from direct sales customers in a given period by the number of transactions by our direct sales customers in the same period. (3) Direct sales customer retention rate equals the number of direct sales customers that contributed to our revenue for both the current and previous periods divided by the number of direct sales customers of the previous period and multiplied by 100%. BUSINESS – 164 – --- page 174 --- (4) Net dollar retention rate of direct sales customers equals the revenue of a current period from direct sales customers that contributed to our revenue for both the current and previous periods divided by the revenue of the previous period and multiplied by 100%. (5) Key direct sales customers refer to direct sales customers whose revenue contribution to our Group exceeds RMB1.0 million for a given fiscal year. (6) Key direct sales customer retention rate equals the number of key direct sales customers that contributed to our revenue for both the current and previous periods divided by the number of key direct sales customers of the previous period and multiplied by 100%. (7) Net dollar retention rate of key direct sales customers equals the revenue of a current period from key direct sales customers that contributed to our revenue for both the current and previous periods divided by the revenue of the previous period and multiplied by 100%. We believe that the operational data of key direct sales customers can more accurately reflect the stability and continuity of our relationship with direct sales customers, because our revenue generated from these key direct sales customers consistently accounted for over 80% of our revenue from direct sales customers during each period of the Track Record Period. As a result, fluctuations in purchases by smaller direct sales customers have a relatively small impact on our overall operational performance, and the purchasing patterns of these key direct sales customers provide a more reliable indicator of the sustainability of our revenue. Our key direct sales customer retention rate remained above 80% in 2023 and 2024, respectively. Our key direct sales customer retention rate decreased from 86.3% in 2024 to 76.2% in 2025, primarily due to a shift in the procurement preference among certain of our customers. Driven by their internal regional channel consolidation, such customers opted to procure our products through our distributors rather than through direct purchase. Our net dollar retention rate of key direct sales customers decreased from 275.3% in 2023 to 148.8% in 2024, and then remained relatively stable at 152.0% in 2025. We had relatively high net dollar retention rate of key direct sales customers in 2023, primarily due to the mass production of certain intelligent tire sensing SoCs and USI SoCs, which led to a surge in direct sales expansion. During the Track Record Period, we derived an increasing proportion of our total revenue from Customer B, which was our second largest customer in 2023 and our largest customer in each of 2024 and 2025. Our revenue from Customer B accounted for 7.3%, 22.5% and 31.9% of our total revenue in 2023, 2024 and 2025, respectively. Had Customer B been removed from the calculations above, the average direct sales customer value (RMB in thousands) would be reduced to 985, 659 and 1,069 in 2023, 2024 and 2025, respectively, and the average transaction value of direct sales customers (RMB in thousands) to 215, 210 and 276 for the same periods, respectively. Meanwhile, the direct sales customer retention rate would be 70.5%, 53.7% and 36.0% in 2023, 2024 and 2025, respectively, and the net dollar retention rate of direct sales customers would be reduced to 211.1%, 75.8% and 116.8% for the same periods, respectively. With respect to key direct sales customers, the key direct sales customer retention rate would be 94.4%, 85.7% and 75.0% in 2023, 2024 and 2025, respectively, and the net dollar retention rate would be reduced to 244.6%, 76.4% and 123.7% in the same periods, respectively. The reduction in average direct sales customer value, average transaction value of direct sales customers and net dollar retention rate of direct sales customers and key direct sales customers, had Customer B been removed from the calculation, is due to the higher procurement volume for each bulk order from Customer B, while the price level for Customer B remained comparable to that of other direct sales customers during the Track Record Period. Principal terms of sales agreements with direct sales customers We typically enter into framework agreements and subsequent purchase orders with our direct customers. The following paragraphs set forth a summary of the salient terms of our arrangements with direct sales customers.  Term and termination . Our framework agreements with direct customers generally have no fixed term. The direct customers may generally terminate the framework agreements in the event that we breach the terms of the agreements.  Product specification . Our customers typically set forth specific product specification requirements for the products ordered, including product model, specification, price, quantity, delivery timeline and other detailed items. BUSINESS – 165 – --- page 175 ---  Pricing and payment term . We sell our products to direct sales customers at agreed levels as stipulated in the relevant agreements. Except for certain major direct sales customers with good credit profile and collaborative relationship with us, we generally require prepayments from our distributors before delivery. For the sales on credit to direct sales customers, we typically grant a credit term ranging from 30 to 90 days.  Logistics . We are generally responsible for packaging and delivering qualifying products to our customers’ designated warehouses.  Supporting services . We are responsible for providing supporting services to the direct sales customers.  Risk allocation . The risk of damage is generally on the direct customers once our products are delivered to direct sales customers.  Return and exchange . Products are typically accepted in accordance with customer’s specifications, as well as national and industry standards. Should any quality issues arise, we shall be responsible for replacement or the direct customers can return the products. Sales through distributors We have adopted a distributorship model for a portion of the sales and distribution of our products to end customers, mainly comprising Tier 1 suppliers and automotive aftermarket enterprises. Under this model, we remain principally responsible for maintaining relationship with the end customers and formulating the product specifications, enabling us to capture commercial opportunities and better secure orders, while the distributors are responsible for delivery to end customers and settlement with us. Some end customers specifically request the distributor involvement in their sales arrangements with us to enhance operating efficiency, as distributors can supply multiple product lines and meet their requirement for supply chain flexibility and resilience. According to the F&S report, the engagement of distributors for the sales of products is industry norm in the semiconductor industry. Such distribution model streamlines our operations by enabling us to focus on the R&D of our products and strengthen our core advantages, improving our operational leverage by reducing inefficient sales and administrative procedures and improving our financial flexibility. Our relationship with distributors is categorized as seller-buyer relationships, as they buy out our products from us and then resell the products to the end customers. We recognize sales revenues from distributors when the control over our products is transferred to such distributors. Our distributors are not allowed to sub-distribute our products to other parties without our prior consent. During the Track Record Period and up to the Latest Practicable Date, we were not aware of any sub-distributors of our products. The following table sets forth the key metrics of our distributors for the periods indicated. Y ear ended December 31, 2023 2024 2025 Number of distributors at the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100408 480 182 Number of new distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100222 58 45 Number of exiting distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(150) (356) (78) Number of distributors at the end of the year /H1100/H1100/H1100/H1100480 182 149 Number of transactions with distributors /H1100/H1100/H1100/H1100/H1100/H1100/H11008,604 8,046 9,830 Average distributor value (1) (RMB in thousands) /H1100/H1100237 1,016 1,531 Average transaction value of distributors (2) (RMB in thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 23 23 Distributor retention rate (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110063.2% 27.1% 56.0% Net dollar retention rate of distributors (4) /H1100/H1100/H1100/H1100/H1100/H1100149.5% 145.0% 117.4% Number of key distributors (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 30 33 Key distributor retention rate (6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.0% 100.0% 93.3% Net dollar retention rate of key distributors (7) /H1100/H1100/H1100/H1100187.7% 170.8% 117.4% (1) Calculated by dividing the revenue generated from distributorship in a given period by the number of distributors who purchased our products in the same period. BUSINESS – 166 – --- page 176 --- (2) Calculated by dividing the revenue generated from distributorship in a given period by the number of transactions by our distributors in the same period. (3) Distributor retention rate equals the number of distributors that contributed to our revenue for both the current and previous periods divided by the number of distributors of the previous period and multiplied by 100%. (4) Net dollar retention rate of distributors equals the revenue of a current period from distributors that contributed to our revenue for both the current and previous periods divided by the revenue of the previous period and multiplied by 100%. (5) Key distributors refers to refer to distributors whose revenue contribution to our Group exceeds RMB1.0 million for a given fiscal year. (6) Key distributor retention rate equals the number of key distributors that contributed to our revenue for both the current and previous periods divided by the number of key distributors of the previous period and multiplied by 100%. (7) Net dollar retention rate of key distributors equals the revenue of a current period from key distributors that contributed to our revenue for both the current and previous periods divided by the revenue of the previous period and multiplied by 100%. We believe that the operational data of key distributors can more accurately reflect the stability and continuity of our relationship with distributors, because our revenue generated from these key distributors consistently accounted for over 75% of our revenue from distributors during each period of the Track Record Period. The number of distributors decreased from 480 in the end of 2023 to 182 in the end of 2024, and the number of exiting distributors increased from 150 in 2023 to 356 in 2024, primarily due to (1) the internal consolidation of our distributors, which involved mergers or channel integration within the same regions and resulted in the termination of duplicated distributor relationships with us. Such consolidation optimized our distribution network, allowing us to concentrate on more competitive distribution channels, better serve branded customers and enhance overall operational efficiency; and (2) the fact that our cooperation with certain distributors involved one-off transactions, where such distributors did not continue to place repeat orders in the next year, which naturally led to their exit. The number of distributors further decreased to 149 in the end of 2025, primarily due to further consolidation of our distributors, for the same reasons discussed above. During the Track Record Period and up to the Latest Practicable Date, we did not experience material breach of distribution agreements that had a significant impact on our business, nor did we have any material disputes with or experience any return or exchange of products from our distributors that had a material adverse effect on our business. To the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date, all of our distributors were Independent Third Parties. To the best of our knowledge, except for the business relationship with us pursuant to the distribution arrangements, there is no other relationship between the distributors and each of our Company, our subsidiaries, our Shareholders who own 5% or more of our total issued Shares, Directors or senior management or any of their respective associates. Principal terms of distribution agreements We typically enter into distribution agreements with our distributors. The following paragraphs set forth a summary of the salient terms of our arrangements with distributors.  Term. The term of the distribution agreement is typically one year. Parties may terminate the distribution agreement in the event of breach of relevant laws or regulations.  Pricing and payment term . We set the selling prices of our products sold by our distributors to the end customers, which then serve as the basis for setting our selling price to the distributors. We adopt this approach to manage the pricing of our products, aiming to maintain a long-term and stable relationship with our distributors. We generally require prepayments from our distributors before delivery.  Sales amount and sales target . The distributors confirm the purchase amount with us in written purchase orders specifying product model, specifications, quantity and total amount. We do not set sales target for distributors. BUSINESS – 167 – --- page 177 ---  Sub-distribution . Our distributors are not allowed to sub-distribute our products to other parties without our prior consent.  Supporting services . We are responsible for providing supporting services to the end customers.  Return and exchange . We allow returns and/or exchanges only under limited circumstances as specified in the agreement. We may allow return and/or exchange and bear associated transportation costs upon distributors’ timely notification of any discrepancy in product specifications or quality defects verified by a mutually recognized third-party inspection agency. We do not provide warranty period for distributors.  Minimum purchase targets . We do not set minimum purchase targets for our distributors. Distributor management We have implemented certain measures to monitor and manage our distributors, including those on distributor selection, and will terminate collaboration with distributors who disrupt market order or violate the distribution agreement:  Distributor selection . Distributors are involved in our sales arrangements mainly at the request of specific customers, and we may also recommend distributors when the end customers do not designate distributors. We select distributors primarily based on their customer relationships, financial capacity and service capabilities. For qualified distributors, we issue distributor certificates to them.  Channel stuffing risk management . To mitigate our channel stuffing risks, we generally check the inventory status with distributors to monitor their inventory level and to ensure that they maintain an optimal inventory level that is commensurate with market demand. Furthermore, considering our scale of business operation and management efficiency, we will collect and review the sales and inventory information of our major distributors, which generally refer to distributors with annual transaction amounts in either current or previous year exceeding RMB20 million, as channel stuffing risks tend to be concentrated among distributors with larger transaction amounts, on a quarterly basis, to ensure their inventory levels remain reasonable. As our business operations evolve, we will continue to enhance and refine our distributor management system, including adjusting relevant performance indicators where appropriate and necessary. During the Track Record Period, our revenue generated from such major distributors accounted for 35.3%, 46.3% and 41.9% of our revenue generated from distributorship in the same respective period. We maintain a quarterly review frequency, primarily because, based on our past collaboration experience with those distributors, their sales performance and inventory levels typically do not fluctuate materially within a short period and can be meaningfully assessed on a quarterly basis. We believe such frequency of review is aligned with the characteristics of the automotive industry and our customer base, which have relatively structured supply chain planning, predictable delivery schedules and limited short-term demand volatility. As advised by F&S, the automotive industry is characterized by highly structured supply chain planning and relatively stable production and procurement schedules, supported by long product lifecycles and clear demand visibility across the value chain. Quarterly monitoring has therefore been sufficient to provide visibility over channel inventories, support production planning and identify potential mismatches between shipments and downstream sell-through. Furthermore, we do not permit distributors to return any unsold products except for product quality issues due to our faults, making the distributors less motivated to stock up products. During the Track Record Period and as of the Latest Practicable Date, based on the forgoing, to the best knowledge of our Company, there was no significant unsold inventory held by our distributors.  Anti-cannibalization . We manage cannibalization risks among distributors by specifying the products to be distributed and the geographical regions for which a distributor is responsible BUSINESS – 168 – --- page 178 --- for in the agreement. We prohibit distributors from selling products outside the respective designated geographical regions without prior written consent from us. If the distributor breaches such term, we have the right to terminate the agreement, and the distributor shall bear full liability for all direct and indirect losses incurred by us as a result thereof. Marketing and Branding We believe that the competitive advantages of our products, close ties with key players in relevant downstream sectors, mass production experience and our commitment to “Product-market Fit” have played a significant role in appealing to customers and enhancing our market penetration. Due to the nature of our products and customers, we have adopted an efficient and targeted go-to-market approach, focusing on constructive ongoing communications with key players in relevant downstream sectors, including topics on product development, technology trends and supply chain strategies. During such process, we identify and address evolving customer needs and pain points, which provides critical insights to support our new product development while simultaneously enhancing customer stickiness. To further enhance our visibility and cultivate our brand image, we also selectively participate in industry symposiums and exhibitions, and share our latest developments, industry insights and product information through multiple online media channels. These platforms serve as important tools to demonstrate the capabilities of our products, share technical insights, and build connections with our end customers. Pricing The price range of our products tend to vary depending on different functions and complexity and customer specifications. We determine our product pricing through negotiations with our customers. We consider factors such as our costs, desired profit margin, pricing of similar products of competitors and degree of market competition in formulating our pricing policies. CUSTOMERS Our customers during the Track Record Period primarily include direct sales customers in relevant downstream sectors, i.e., Tier 1 suppliers, as well as distributors. Currently, our products are deployed by a number of leading automotive OEMs (i.e., BYD, SAIC, Geely, FAW Group, Changan Automobile, Chery Automobile, Dongfeng Motor Corporation, BAIC, GAC and GWM Group), through their Tier 1 suppliers. Our Directors confirm that during the Track Record Period, we had no material concentration on car brands. In 2023, 2024 and 2025, revenue generated from our top five customers for each period during the Track Record Period accounted for 35.6%, 52.1% and 52.3% of our total revenue of such period, respectively, and revenue generated from our largest customer for each period during the Track Record Period accounted for 9.2%, 25.2% and 31.9% of our total revenue in the same periods, respectively. We typically settle payments with our top five customers by bank transfer. BUSINESS – 169 – --- page 179 --- The following tables set forth the details of the five largest customers in each year during the Track Record Period. Customer Revenue amount Percentage of revenue contribution Customer type Customer background Commencement of collaboration Payment term Products provided by us (RMB in thousands) For the year ended December 31, 2023 Customer A (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,622 9.2% Tier 1 supplier A company listed on both Shenzhen Stock Exchange and the Stock Exchange, with a registered capital of RMB4,403 million, engaged in the R&D, production and sales of new energy vehicle power battery systems and energy storage systems 2021 Net 90 days EOM BMS SoCs Customer B (2)(9) /H1100/H1100/H1100/H1100/H1100/H1100/H110016,304 7.3% Tier 1 supplier A company engaged in the R&D, production and sales of automotive tire pressure monitoring systems 2021 Net 60 days EOM Intelligent tire sensing SoCs Customer C (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,386 6.9% Distributor A company engaged in the technical development and sales of various quartz crystal resonators and the manufacturing of electronic components 2019 Payment before delivery Intelligent tire sensing SoCs Customer D (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,519 6.5% Distributor A company engaged in providing supply chain management, logistics solution and the design and sales of electronic products and components 2023 Payment before delivery BMS SoCs Customer E (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,827 5.7% Tier 1 supplier A leading intelligent sensor manufacturer 2021 Payment before delivery USI SoCs Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,658 35.6% For the year ended December 31, 2024 Customer B (2)(9) /H1100/H1100/H1100/H1100/H1100/H1100/H110087,554 25.2% Tier 1 supplier A company engaged in the R&D, production and sales of automotive tire pressure monitoring systems 2021 Net 60 days EOM Intelligent tire sensing SoCs Customer C (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,385 8.5% Distributor A company engaged in the technical development and sales of various quartz crystal resonators and the manufacturing of electronic components 2019 Payment before delivery Intelligent tire sensing SoCs BUSINESS – 170 – --- page 180 --- Customer Revenue amount Percentage of revenue contribution Customer type Customer background Commencement of collaboration Payment term Products provided by us (RMB in thousands) Customer D (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,150 7.2% Distributor A company engaged in providing supply chain management, logistics solution and the design and sales of electronic products and components 2023 Payment before delivery BMS SoCs Customer F (6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,180 6.4% Distributor A company engaged in the R&D, technical support, consulting and services for optoelectronic displays, electronic products and computer hardware and software 2019 Payment before delivery Intelligent tire sensing SoCs, USI SoCs Customer G (7) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,838 4.8% Tier 1 supplier A company engaged in the R&D and sales of software, network and electronics 2019 Payment before delivery Intelligent tire sensing SoCs Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100181,107 52.1% For the year ended December 31, 2025 Customer B (2)(9) /H1100/H1100/H1100/H1100/H1100/H1100/H1100152,440 31.9% Tier 1 supplier A company engaged in the R&D, production and sales of automotive tire pressure monitoring systems 2021 Net 60 days EOM Intelligent tire sensing SoCs Customer D (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028,212 5.9% Distributor A company engaged in providing supply chain management, logistics solution and the design and sales of electronic products and components 2023 Payment before delivery BMS SoCs Customer C (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,823 5.4% Distributor A company engaged in the technical development and sales of various quartz crystal resonators and the manufacturing of electronic components 2019 Payment before delivery Intelligent tire sensing SoCs Customer E (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,298 4.7% Tier 1 supplier A leading intelligent sensor manufacturer 2021 Payment before delivery USI SoCs Customer F (6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,059 4.4% Distributor A company engaged in the R&D, technical support, consulting and services for optoelectronic displays, electronic products and computer hardware and software 2019 Payment before delivery Intelligent tire sensing SoCs, USI SoCs Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100249,832 52.3% (1) Customer A is a company listed on both Shenzhen Stock Exchange and Hong Kong Stock Exchange, with a registered capital of approximately RMB4,403 million. (2) Customer B is a company with a registered capital EUR33.0 million. (3) Customer C is a company with a registered capital RMB1.5 million. BUSINESS – 171 – --- page 181 --- (4) Customer D is a company with a registered capital RMB180.0 million. (5) Customer E is a company with a registered capital RMB98.4 million. (6) Customer F is a company with a registered capital RMB1.0 million. (7) Customer G is a company with a registered capital RMB1.0 million. (8) Customer H is a company with a registered capital RMB0.6 million. (9) Customer B is a subsidiary of one of our Shareholders, and such shareholder owned less than 5% of our issued share capital as of the Latest Practicable Date. To the best of our knowledge, save as the relationship with Customer B described above, all of our five largest customers in each year during the Track Record Period were Independent Third Parties. As of the Latest Practicable Date, none of our Directors, their associates or any of our Shareholders (who or which to the knowledge of the Directors owned more than 5% of our issued share capital) had any interest in any of our five largest customers in each year during the Track Record Period. SUPPLIERS Procurement Model and Supplier Management Under our fabless model, we outsource wafer fabrication and chip packaging and testing activities to third-party business partners. Our procurement primarily include (1) wafers; and (2) chip packaging and testing services. We have established a procurement team to arrange and place orders for our major procurements, including our raw materials, equipment and devices and modules. Our procurement team are responsible for formulating our procurement plans, development, evaluations and management of suppliers, demand analysis, price comparison and negotiation and procurement cost management. We have also implemented systematic procurement procedures focused on bulk procurement and online procurement, to enhance our procurement efficiency. We have adopted supplier qualification procedures to standardize our supplier selection process. We require suppliers involved in the production of our automotive grade products to obtain IA TF 16949 certification, the globally recognized automotive quality management system based on ISO 9001. In selecting our suppliers, we primarily consider factors including product quality, delivery capabilities, price level, technical and R&D ability and reputation. We formulate and continually update our qualified supplier list and evaluate our supplier status from time to time. We also implement rigorous quality control procedures for our supplies. For details, see “—Quality Control.” Major Suppliers Our suppliers primarily consist of (1) wafer foundries, and (2) chip packaging and testing service providers. Our suppliers are primarily located in China. During the Track Record Period, we primarily engaged wafer foundries, suppliers providing chip packaging and testing services providers in China, mainly located in Shanghai, Jiangsu province, Zhejiang province and Guangdong province. We engaged four, seven and seven wafer foundries in 2023, 2024 and 2025, respectively. The semiconductor sector supply chain is subject to cyclical impact. During industry upcycles, wafer foundries and upstream suppliers tend to face tight production capacity and rising raw material prices, driving up procurement costs across the supply chain. Conversely, during downcycles, oversupply conditions typically lead to price corrections. The price of 8-inch wafers in China rose significantly from approximately RMB2.9 thousand per wafer in 2021 to approximately RMB3.7 thousand per wafer in 2022, primarily due to the global chip shortage caused by the COVID-19 pandemic and the rising demand for semiconductors from sectors such as AI, high-performance computing, 5G, NEVs and industrial applications. Such price decreased to approximately RMB3.3 thousand per wafer in 2023 and RMB2.6 thousand per wafer in 2024, primarily due to production capacity expanding at the end of 2022 and oversupply resulting from BUSINESS – 172 – --- page 182 --- weakening market demand. In anticipation of the industry upcycle in 2021, we increased our wafer stock to ensure stable production and timely delivery to customers amid global supply constraints. As a result, we consumed wafers purchased at relatively higher prices in 2023, which contributed to higher material costs and gross loss for our intelligent tire sensing SoCs. During the Track Record Period and up to the Latest Practicable Date, there was no shortage in raw materials used by our partnered wafer foundries and packaging and testing service providers. In 2023, 2024 and 2025, purchases from our top five suppliers for each period during the Track Record Period accounted for 52.6%, 64.5% and 59.6% of our total purchase amount of such period, respectively, and the purchase from our largest supplier for each period during the Track Record Period accounted for 13.8%, 21.9% and 18.0% of our total purchase amount in the same periods, respectively. We typically settle payments with our top five suppliers by bank transfer. The following tables set forth the details of our top five suppliers in each year during the Track Record Period. Supplier Purchase amount Percentage of purchase contribution Commencement of collaboration Payment term Supplier background Products and/or services purchased (RMB in thousands) For the year ended December 31, 2023 Supplier A /H1100/H110022,282 13.8% 2016 Prepayment A company mainly engaged in providing integrated circuit service and acting as an agent for major global wafer manufacturers Wafer Supplier B /H1100/H110021,569 13.4% 2017 Prepayment A company engaged in integrated circuit manufacturing, electronic component distribution and foundry Wafer Supplier C /H1100/H110018,991 11.8% 2017 Net 30 days EOM A semiconductor packaging and testing service provider Packaging and testing Supplier D /H110014,475 9.0% 2020 Three months upon receipt of invoice A third-party independent chip testing and operations service provider engaged in product performance and defect testing services Packaging and testing Supplier E /H1100/H11007,358 4.6% 2019 Prepayment A company engaged in semiconductor distribution and IoT solutions Wafer Total /H1100/H1100/H1100/H1100/H1100/H110084,675 52.6% For the year ended December 31, 2024 Supplier B /H1100/H110073,583 21.9% 2017 70% advance, remaining 30% based on actual shipped quantity A company engaged in integrated circuit manufacturing, electronic component distribution and foundry Wafer BUSINESS – 173 – --- page 183 --- Supplier Purchase amount Percentage of purchase contribution Commencement of collaboration Payment term Supplier background Products and/or services purchased (RMB in thousands) Supplier D /H1100/H110045,623 13.6% 2020 Three months upon receipt of invoice A third-party independent chip testing and operations service provider engaged in product performance and defect testing services Packaging and testing Supplier C /H1100/H110039,668 11.8% 2017 45 days A semiconductor packaging and testing service provider Packaging and testing Supplier F /H110031,024 9.2% 2021 Net 30 days EOM A company engaged in chip and integrated circuit packaging and testing Packaging and testing Supplier E /H1100/H110026,775 8.0% 2019 20% advance, balance Net 30 days EOM after invoice A company engaged in semiconductor distribution and IoT solutions Wafer Total /H1100/H1100/H1100/H1100/H1100/H1100216,673 64.5% For the year ended December 31, 2025 Supplier B /H1100/H110077,227 18.0% 2017 70% advance, remaining 30% based on actual shipped quantity A company engaged in integrated circuit manufacturing, electronic component distribution and foundry Wafer Supplier E /H1100/H110052,713 12.3% 2019 20% advance, balance Net 30 days EOM after invoice A company engaged in semiconductor distribution and IoT solutions Wafer Supplier C /H1100/H110046,614 10.9% 2017 Net 45 days EOM A semiconductor packaging and testing service provider Packaging and testing Supplier F /H1100/H110046,447 10.8% 2021 Net 30 days EOM A company engaged in chip and integrated circuit packaging and testing Packaging and testing Supplier G 32,553 7.6% 2019 Prepayment A leading wafer foundry offering a wide range of support services and competitive process technologies Wafer Total /H1100/H1100/H1100/H1100/H1100/H1100255,554 59.6% BUSINESS – 174 – --- page 184 --- To the best of our knowledge, all of our five largest suppliers in each year during the Track Record Period were Independent Third Parties. As of the Latest Practicable Date, none of our Directors, their associates or any of our Shareholders (who or which to the knowledge of the Directors owned more than 5% of our issued share capital) had any interest in any of our top five suppliers in each year during the Track Record Period. We enter into framework agreements with our major suppliers and place purchase orders or processing orders on case-by-case basis. The following paragraphs set forth a summary of the salient terms of our framework agreements with distributors.  Term. The framework agreement usually range from three to five years.  Prices . The agreements generally do not specify quantity and price, which we set out in separate purchase orders.  Payments . The purchase orders set out specific payment terms depending on the type of products and/or services to be procured.  Principal obligations . Suppliers are normally responsible for timely delivery and quality assurance of products or services. Generally, our suppliers are required to meet our specified quality requirements and are responsible for defects resulting from suppliers’ conduct. In addition, we enter into quality assurance agreements with certain suppliers to reinforce our quality control. Our Directors confirm that we had not experienced any material breach of contract on the part of our suppliers or material delay in delivery of our orders from our suppliers during the Track Record Period and up to the Latest Practicable Date. OVERLAPPING OF MAJOR CUSTOMERS AND SUPPLIERS During the Track Record Period, certain of our major customers also supplied to us. Customer B was also our supplier in 2025, and they mainly provided us modules. In 2025, our purchases from Customer B accounted for 0.07% of our total purchase amount. Customer D was also our supplier in 2024 and 2025, and they mainly supplied us electronic components. In 2024 and 2025, our purchases from Customer D accounted for 0.02% and 0.06% of our total purchase amount, respectively. Customer E was also our supplier in 2024, and they mainly supplied us electronic components. In 2024, our purchases from Customer E accounted for 0.001% of our total purchase amount. Customer G was also our supplier in 2023, and they mainly provided us processing services. In 2023, our purchases from Customer G accounted for 1.5% of our total purchase amount. We made occasional purchases from such overlapping customers and suppliers primarily because their business scope also covers products or services that we use, or because we supply products that they require, resulting in reciprocal transactions in the ordinary course of business. Negotiations of the terms of our sales to and purchases from such overlapping customers/suppliers were conducted on an individual basis, and the sales and purchases were neither inter-connected nor inter-conditional with each other. All of our sales to and purchases from such overlapping customers/suppliers were conducted in the ordinary course of business under normal commercial terms and in arm’s length transactions. Our Directors confirmed that, save as disclosed herein, none of our major customers was also a supplier, and vice versa, during the Track Record Period. BUSINESS TRANSACTIONS WITH CERTAIN ENTITIES During the Track Record Period, we procured and used two types of chips that are not U.S.-origin but subject to the EAR. We did not transfer or re-export these items to any restricted country or party. As advised by our International Sanctions Legal Advisor, such procurements and usage of the ICs complied with the relevant U.S. export control regulations, based on the following reasons (1) according to the EAR classification provided by the suppliers, the chips are classified as EAR99 and 3A991.a.2. Items subject BUSINESS – 175 – --- page 185 --- to EAR can be divided into two main categories: (i) intrinsically sensitive or strategic goods or technology are typically designated by an ECCN, while (ii) non-sensitive products subject to the EAR are generally designated as EAR99. EAR99 items can generally be exported, re-exported, or transferred to any non-sanctioned entity in non-embargo countries/regions without a license. For items with an ECCN, the ECCN can be used to determine whether a license is required for a specific transaction. Items classifiable under 3A991 are controlled for “Anti-terrorism.” Transfers of 3A991 items to countries controlled for Anti-terrorism pursuant to the EAR are subject to licensing requirements. As China is not controlled for “Anti-terrorism,” there is no license requirement for 3A991 items to be exported to a non-sanctioned entity located in China; and (2) the Group is not a Sanctioned Target. Therefore, our procurement and usage of these two chips (namely, classified as EAR99 and 3A991) would not trigger a U.S. export license. During the Track Record Period, we did not have direct sales to the U.S. However, during the Track Record Period, we had business transactions with certain entity subject to certain U.S. restrictions. Specifically, we sold products to one customer on the Entity List. The Entity List designation restricts any transfer of items subject to the EAR to the designated entity without a license. According to the EAR, foreign-produced products can become subject to the EAR (a) under the De Minimis Rule if the finished products incorporate a specified percentage of U.S.-origin controlled content or (b) the Foreign Direct Product Rule (“FDPR”) if the foreign manufacturers use certain controlled technology, equipment, or software. Thus, if contract manufacturers were to use certain controlled technology, equipment, or software to produce products for us, our products would also be subject to the EAR. There is no license is required to export EAR99 or 3A991 to any non-sanctioned entity in China. Furthermore, the EAR99 and 3A991 items sold by us to the Entity List Customer are not U.S.-origin. Therefore, neither the EAR99 items nor 3A991 items would be regarded as “U.S.-origin controlled content” in applying the De Minimis Rule calculation. Accordingly, our products sold to the Entity List Customer are not subject to the EAR pursuant to the De Minimis Rule. For the FDPR, when the relevant transactions occurred, we did not utilize any U.S. technology, software, or equipment during the development, manufacturing, or design of our products. Our products sold to the Entity List Customer thus are not subject to the EAR pursuant to the FDPR based on the design processes conducted by us. We conducted further due diligence on the contract manufacturers involved in the production of products sold to the Entity List Customer. The contract manufacturers confirmed that they did not use certain technology, software, or equipment subject to the EAR in the production process. Therefore, based on the responses from the contract manufacturers and after consulting with our International Sanctions Legal Advisor, our products sold to the Entity List Customer are not subject to the EAR pursuant to the FDPR for processes conducted by the contract manufacturers, and the transactions with the Entity List Customer do not violate the EAR. Given that (1) as of the Latest Practicable Date, we had ceased all transactions with such Entity List customer; (2) the transactions with the Entity List Customer do not violate the EAR; and (3) the values of transactions with such Entity List customer accounted for less than 0.03% of our total revenue during the Track Record Period, our Directors are of the view that such historical transactions with the Entity List customer would not have any material adverse impact on our operations and financial performance. The Joint Sponsors have conducted due diligence work, including, among others: (1) discussing with our Company to understand the impact of the U.S. export control laws or regulations on our Company’s operations, financial performance or investment prospects, (2) reviewing the legal memorandum issued by our International Sanctions Legal Advisor, and (3) conducting background searches and public searches on our Group. Based on the due diligence work conducted, nothing has come to the Joint Sponsors’ attention that would cause it to cast doubt on the Directors’ views above. During the Track Record Period, we procured wafer fabrication services from one supplier on the Entity List with footnote 5 (“Entity List Supplier”). We provided wafer fabrication data to the Entity List Supplier, and it operated the wafer production and delivered the tape-out wafers. The Entity List designation does not generally prohibit companies from purchasing services from the entity named on the Entity List. General Prohibition 10 prohibits proceeding with any transactions with actual or constructive knowledge that a violation has occurred or is about to occur. Therefore, as advised by our International Sanctions Legal Advisor, purchasing items from any Entity List supplier is generally not prohibited unless the party has actual or constructive knowledge of a violation involving the item. Based on the Export Control and Sanction Compliance Acknowledgement (“Acknowledgement”) that the Entity List Supplier asked the Company to sign and confirm, the products manufactured or provided by the Entity List Supplier BUSINESS – 176 – --- page 186 --- cannot be directly or indirectly sold to the Entity List with footnote 1, footnote 3, and footnote 4, or any military end user. As advised by our International Sanctions Legal Advisor, it is reasonable to conclude from the Acknowledgement that the Entity List Supplier would use certain U.S.-controlled software, technology, or equipment in its production, which can make the products manufactured by such supplier subject to the EAR if any Entity List with footnote 1, footnote 3, and footnote 4, or any military end user is involved in the transaction. As the Entity List Supplier was not engaged in the fabrication of the products sold to the Entity List Customer, our procurement and usage of wafers processed by the Entity List Supplier do not violate the EAR. To the best knowledge of our Company and after considering the foregoing analysis of our International Sanctions Legal Advisor, (1) with respect to suppliers, we are currently not aware of any impacts of U.S. export restrictions on any of our wafer or other suppliers which would materially and adversely affect their ability to conduct business with us. In addition, as we do not have material reliance on any of our major suppliers, we also do not expect that any potential U.S. export restrictions that affect their ability to conduct business with us will have a material adverse impact on our operations, as we are able to switch to alternative suppliers; and (2) with respect to customers and downstream sectors, based on our current operations and near-term planning, as we primarily operate in China’s automotive-grade chip sector, derive our revenue through Tier 1 suppliers and distributors located in China and deploy most of our products in China’s automotive sector, we are also not aware of any material secondary impact of U.S. export restrictions on our business and financial performance. QUALITY CONTROL Product Quality and Standards Product quality is critical to our sustainable success, and we have placed great emphasis on quality assurance. We have designed and implemented stringent monitoring and quality control systems to manage our operations. We have established a dedicated quality control department within our organization to manage our quality control system, ensure the quality of our suppliers, customers and R&D activities, execute and oversee the reliability and failure analysis of our products. As of December 31, 2025, our quality control department had 12 members. We have a comprehensive quality management system and are certified to multiple international standards including ISO 14001 for environmental management and ISO 26262 ASIL D for road vehicles functional safety. Our quality control system encompasses critical aspects of our operations, such as our product design and development, procurement and production, and incorporates a series of key industry standards:  Product design and development . With respect to our product design and development, we implement control procedures on project objectives, evaluations and modifications during the R&D process, and we set forth quality targets to evaluate the performance of our key outputs. In particular, leveraging our long experience in providing our products to the automotive sector, we have developed and implemented a full-cycle zero-defect planning and management process that spans from initial product design (i.e., “design-for-test,” in which we include defect testing procedures at the early design stage) to various subsequent validation procedures, to comply with AEC-Q004 (Automotive Zero Defects Framework). Specifically, we adopt design failure mode and effect analysis (“DFMEA”) to ensure the reliability of the end products at the initial design stage. We also strictly comply with AEC-Q testing procedures and standards to complete validation of three batches of products before proceeding into mass production. These measures have enabled us to achieve more rigorous and effective quality control than many of our peer firms.  Procurement and production. In addition to our supplier qualification procedures, we abide by the Advanced Product Quality Planning to conduct process audits of our suppliers at the new product introduction stage. We require suppliers to provide production part approval process (“PPAP”) document as the basis of mass production. Moreover, we adopt regular supplier BUSINESS – 177 – --- page 187 --- management through annual evaluations based on VDA 6.3, a German automotive industry’s standardized process audit methodology, as well as monthly and weekly evaluations focusing on different benchmarks. At the mass production stage, we implement mass production tests with high coverage. For instance, for our automotive grade products, our products undergo temperature cycling tests according to AEC-Q100, and mass production quality control according to AEC-Q001 (Guidelines for Part Average Testing) and AEC-Q002 (Guidelines for Statistical Yield Analysis). Furthermore, we monitor product reliability on an ongoing basis through quarterly ongoing reliability tests, to monitor the reliability of packaging method. We also utilize data management system to monitor mass production statistics. Product Warranty and Returns Our warranty term is usually 24 months, and applies only to limited circumstances, such as defects or failure of products or services that do not meet the quality standards as specified and agreed with our customers. In case of product failure within the warranty period, we will arrange for repair or replacement of products and/or services without extra charge. After the warranty period expires, we may provide maintenance and repair services at a reasonable cost. For details of our product return and exchange policies with distributors, see “—Sales and Marketing—Our Sales Arrangements—Sales through Distributors.” During the Track Record Period and up to the Latest Practicable Date, (1) we had not received any material complaints relating to product quality; (2) we had not experienced any material product returns, refunds or recalls; and (3) we had not been involved in any material incidents or been subject to any material claims, proceedings or liabilities concerning safety issues of our products. INVENTORY AND LOGISTICS Our inventory consists of raw materials, semi-finished products and WIP , and finished goods. We currently have two warehouses located in Shanghai and Nanjing with a gross floor area of 143.6 sq.m and 93.5 sq.m, respectively. We primarily store finished goods at our warehouses. We regularly evaluate our stock with reference to historical production and sales data, sales forecast and market forecast. In addition, we typically maintain safety stock of one to two months. We partner with qualified third-party logistics providers to deliver finished goods from the locations of our suppliers or our warehouses to our or our customers’ specified locations. We enforce rigorous transportation standards and evaluate their performance to ensure compliance, maintain accountability and achieve efficient, reliable product delivery. We also purchase transportation insurance that covers the delivery of wafers. During the Track Record Period and up to the Latest Practicable Date, we had not experienced any significant delay or inappropriate handling of goods that materially and adversely affected our business operations. PATH TO PROFITABILITY We are still at the relatively early stage of the commercialization of certain of our major products. For instance, we began to recognize revenue of our TPMS SoC products, BMS SoC products, and BLE TPMS SoC products in 2017, 2020 and 2021, respectively, and began to achieve the mass production in 2018, 2021 and 2024, respectively. Due to our early-mover advantage, the competitiveness and innovativeness of our product portfolio, our robust technology foundation and strong relationship with our customers, we achieved significant growth during the Track Record Period. Our total revenue increased from RMB223.5 million for 2023 to RMB347.5 million for 2024, and further to RMB477.9 million for 2025, at a CAGR of 46.2% over the same period. We are the third largest automotive wireless sensor SoC company globally and the largest automotive wireless sensor SoC company in China in terms of revenue in 2025, with a global market share of 8.3% in 2025, according to the F&S report. In 2023, 2024 and 2025, our key customer retention rate was 97.6%, 93.8% and 86.3%, respectively, and the net dollar retention rate of key customers was 231.3%, 159.0% and 133.9% for the same periods, respectively. BUSINESS – 178 – --- page 188 --- We believe that we are well-positioned to further unleash the commercialization potential of our major product lines and monetize from the market tailwinds of automotive wireless sensor SoCs in particular. According to the F&S report, the global market size of automotive wireless sensor SoCs increased from RMB1.7 billion in 2021 to RMB3.4 billion in 2025 at a CAGR of 20.0% during such period, and is projected to increase from RMB4.3 billion in 2026 to RMB25.1 billion in 2030 at a CAGR of 55.3% during such period. As the leading domestic player in this market, we expect to take advantage of the significant upside potential of the Chinese market. According to F&S report, the market size of China’s automotive wireless sensor SoC industry is expected to grow from RMB1.7 billion in 2026 to RMB14.9 billion to 2030, at a CAGR of 72.8%. Underpinned by our homegrown advantages, we expect to leverage the unique benefits of our products, our solid relationship with downstream customers and our elevating market recognition to capitalize from the Chinese market. Despite our rapid revenue growth in recent years, we were still at an accumulated loss position. Our accumulated losses amounted to RMB488.8 million as of January 1, 2023, primarily due to (1) the short commercialization history of our products, as we only began to recognize revenue for our TPMS SoC products and BMS SoC products in 2017 and 2020, respectively; and (2) our significant investment into R&D from our inception in 2015, as our automotive-grade SoC products are technologically innovative in nature and demand substantial upfront research, testing and validation before reaching mass production. According to the F&S report, it typically takes 3.5 to 5.5 years for automotive-grade chips to undergo the procedures from design commencement to mass production. Our adjusted loss for the year (a non-HKFRS measure, which represents our net losses as adjusted by (1) changes in the carrying amount of liabilities recognized for financial instruments issued to investors; and (2) equity-settled share-based payment expenses) was RMB187.5 million, RMB97.2 million and RMB31.9 million in 2023, 2024 and 2025, respectively. Such adjusted loss position was primarily a result of the combination of the following factors: (1) our relatively small business scale as a company with short operating history and limited commercialization, which led to lower operating leverage; (2) for 2023, the impairment losses of goodwill of RMB76.1 million in connection with the acquisition of Gainsil, which we do not expect to incur to the extent that we do not have similar acquisitions in the near term; (3) in particular for 2023, the impact of certain high-cost wafer that we had procured in advance in light of the cyclical impact of the semiconductor sector supply chain, which had lowered our profit margin in 2023; and (4) the significant investments in our R&D efforts, including investment in our R&D personnel and product development activities, which led to research and development costs of RMB95.9 million, RMB107.9 million and RMB101.5 million for the same periods, respectively. We had loss for the year of RMB355.8 million, RMB351.3 million and RMB330.6 million in 2023, 2024 and 2025, respectively. Our net loss during the Track Record Period was primarily due to (1) the impact of the four factors mentioned above; and (2) the changes in the carrying amount of liabilities recognized for financial instruments issued to investors, which amounted to RMB164.5 million, RMB251.2 million and RMB282.3 million in the same periods, respectively, which will not be incurred after the completion of the Listing. The following table illustrates the key outcomes of our R&D investments since our inception in 2015: Y ear Milestone 2018 We commenced massive production of TPMS SoCs. We are the first supplier in China that had achieved mass production of TPMS SoCs. 2021 We commenced massive production of BMS SoCs and USI SoCs. We began to collaborate with Customer A, the No. 1 EV ESS battery provider globally. We began to collaborate with Customer F, the No. 1 TPMS module supplier in China. 2024 We commenced massive production of BLE TPMS SoCs and USS SoCs. We are the first supplier in China that had achieved mass production of BLE TPMS SoCs. 2025 We launched our wireless BMS SoCs. We are the first and currently the only company in China with automotive-grade wBMS technology capabilities. Our BPS SoC became first BPS chip in China that met GB 38031-2025, which was commonly known as the strictest battery safety order in history. BUSINESS – 179 – --- page 189 --- We intend to take the following initiatives to enhance our profitability and achieve sustainable business growth. Driving Our Revenue Growth We expect to drive our revenue growth through the following major measures:  We intend to further deepen the penetration and adoption of our products and enlarge our market share in the downstream markets. Our products have been adopted by all of the top 10 domestic automotive OEMs in China in terms of sales volume in 2025, according to the F&S report. Based on such solid customer foundation, we expect to continue to solidify and enhance our relationship with these high-quality customers, which have stable and strong demand of automotive sensor SoC products. We will continue to collaborate closely with these customers and precisely address their demand through co-development, technology exchanges and other initiatives that promote synergistic partnership, and increase the adoption and procurement of our sensor SoCs in their downstream products. We also expect to promote the adoption of our products in overseas markets along with the overseas expansion initiatives of our customers.  We intend to pursue growth opportunities with our existing product lines with competitive edges, and the launch of innovative new products, in particular our wBMS SoCs. Our revenue growth during the Track Record Period was largely driven by the sales growth of our major products (e.g., our BLE TPMS SoCs and BPS SoCs), and, as we have a short commercialization history of these existing products, we expect such trend to continue in the near term. Going forward, we expect to drive our revenue growth with (1) the steady business expansion and further market penetration of our intelligent tire sensing SoCs; (2) the strong momentum of our BMS SoCs, which we expect will be further catalyzed by the commercialization of our wBMS SoCs; and (3) the continual sales growth of USI SoCs. With respect to our intelligent tire sensing SoCs, we also expect to strengthen certain product features, such as additional tire burst monitoring function, enhanced wireless capability of BLE TPMS SoCs (e.g. through elevated transmit power and implementation of OOK wireless protocol) and additional acceleration monitoring capability for ADAS. For instance, our revenue generated from Customer B increased significantly from RMB16.3 million in 2023 to RMB87.6 million in 2024, and further to RMB152.4 million in 2025 was driven by both of its increased demand and our enhanced product features of intelligent tire sensing SoCs. Such increase contributed to the growth in our revenue from BLE TPMS SoCs, which increased from RMB1.7 million in 2023 to RMB4.0 million in 2024 and further to RMB22.1 million in 2025, primarily driven by increased sales to Customer B, one of our major customers during the Track Record Period. With respect to our BMS SoCs, in particular wBMS SoCs, we are the first and currently the only company in China with automotive-grade wBMS capabilities. According to the F&S report, the global market size of wBMS sensor SoCs by revenue is projected to expand from RMB0.1 billion in 2027 to RMB22.2 billion by 2030, at a CAGR of 457.5%. We expect to leverage our unique position and growth momentum in this market segment. We aim to improve key features of our BMS SoCs, including higher wireless transmission performance, greater analog precision and reliability, and lower power consumption. We also expect to expand our global customer base and enter into high-potential overseas markets and penetrate the application of our products into energy storage and industrial electronics scenarios of clear demand. With respect to energy storage scenarios, we expect to expand the application of our BMS SoCs, such as wBMS SoCs and battery pack monitoring for thermal runway, to downstream customers such as providers of battery monitoring systems for energy storage, battery pack providers and relevant system integrators. To date, we have been developing monitoring and wireless sensing chips for energy storage cells, to enable real-time monitoring and wireless data transmission of cell operating conditions, and we expect to incur R&D expenses of approximately RMB20 million to RMB30 million for the relevant work. With respect to industrial electronics scenarios, we expect to expand the application of our USI SoCs in the monitoring system used in the power sector, such as in the safety monitoring of BUSINESS – 180 – --- page 190 --- high-voltage electrical devices, to downstream customers such as power monitoring system integrators and gas-insulated switchgear suppliers. To date, we plan to develop inductive position sensor chips for industrial robotics, to enable precise position detection and motion control, and we expect to incur R&D expenses of approximately RMB7 million for the relevant work. We have incurred research and development costs for these application scenarios as part of our day-to-day R&D activities, and we expect to continue to incur such research and development costs on a regular basis for these application scenarios. The above-mentioned expected amount of R&D expenses to be incurred for the development of such application expansion has been taken into account when assessing when we can turnaround our loss-making position. Certain products under development for energy storage and industrial electronics scenarios have entered the testing and validation stage, and we have secured preliminary product orders and/or collaborations in these application scenarios for wBMS SoCs and USI SoCs. For instance, for wBMS SoCs, we have achieved cooperation for product development with a major battery manufacturer. We are also currently advancing product testing and validation with multiple branded new energy customers in Chinese Mainland and overseas. For USI SoCs, in the industrial electronics sector, we have already entered the supply chains of leading global brands, with products delivered at a stable scale through our collaboration with a leading manufacturer of refrigeration and air-conditioning control components. Our USI SoCs have also entered the supply chain of customers in the AI server thermal management field, and been introduced for verification in robot foot assembly application. In addition, our gas sensor products are currently undergoing testing and validation for energy storage applications in collaboration with customers operating energy storage system business, and are expected to commence mass production progressively in 2027. Based on the the foregoing, including the collaboration status and introduction and verification stages of these products, we expect that the application of our products in these scenarios will gradually reach mass production and begin generating revenue in 2027.  We intend to continue to improve our products and sharpen our technology advantages as the cornerstone of our business success. Driven by our “Product-market Fit” principle and built upon our technology foundation, we will continue to develop and bring to market enhanced products that resonate with customer needs and industry trends, including meeting the evolving high industry standards for automotive-grade products. Specifically, we expect to leverage from the high modularity and scalability of our proprietary wireless sensor SoC platform to achieve more efficient R&D and our robust engineering capabilities to effectively realize mass production. Improving Our Gross Margin Our gross profit margin of different product lines fluctuated during the Track Record Period, due in part to our materials costs and processing costs, which were subject to supply chain changes. We are also subject to gross margin fluctuations due to the relatively small scale of our commercialization and sales, as our cost level and gross margin could be more volatile when we have relatively low sales volume. We expect to experience a natural improvement of our gross profit margin with the greater economies of scale of our business. In particular, due to the nature of chip production process, which requires the successful production of functional chips out of the wafer, and the continual refinement of manufacturing techniques during the process, we tend to experience a gradual increase of yield rate of a given chip product as its production volume increases, which means that the return of our product inputs improves over time. As a result, our gross profit margin will improve when the scale of our production and sales volume expands. We also intend to build a more stable, resilient and diversified supply chain to enhance our cost control. We have already established long collaborations with a number of leading foundries, and packaging and testing service providers with rich experience in automotive-grade products, which forms the foundation of our ability to achieve cost control, as we can largely avoid potential cost overruns associated with supplier changes or disruptions. Going forward, in order to strengthen our cost control, we intend to (1) maintain and strengthen our relationship with our existing suppliers to secure more favorable terms, including pricing term, and anchor stable production capacity; and (2) along with our business BUSINESS – 181 – --- page 191 --- expansion, broaden, diversify and optimize our supply chain sources to retain other suppliers that can meet our needs in an efficient and satisfactory manner, including the introduction of domestic suppliers for certain components, such as MEMS components. We will systematically carry out negotiations on commercial terms with our suppliers, and also consider purchase options from alternative suppliers with more favorable pricing terms. In addition, we expect that we can obtain greater bargaining power in the course of our supply chain management along with our expanded operating scale and enhanced market position, such as with our costs for testing and packaging, where we have secured discounts from certain suppliers with our increased purchase volume of their services, which in turn lowers the unit cost for us. Moreover, we expect to further improve the manufacturing techniques in respect of our products, as well as our engineering capabilities, to achieve enhanced manufacturing efficiency and optimization of our cost structure. In the past, we have upgraded and optimized our automated calibration equipment and lowered our cost of calibration process, and we will broaden the application of these equipment in our operations. In addition, our chip design team and packaging/calibration engineering team work closely with the technical teams of packaging service providers, to resolve issues with packaging and ensure the efficiency of the packaging process. Going forward, we expect to continue to enhance our capabilities in these procedures to improve operating efficiency. Enhancing Operating Efficiency We believe that we have implemented effective management of our operating expenses in the past and we expect to continue to maintain and further enhance our operating efficiency and keep our operating expenses at a reasonable level commensurate with the needs of our business expansion. With respect to our research and development costs, while R&D is the pillar of our competitive advantages and we expect to continue to devote significant resources to our R&D efforts, we also intend to focus on elevating the efficiency of our R&D activities and retaining a productive and outcome-oriented R&D team, to ensure that our R&D investment contributes to our business and commercial success. While we expect to continue to retain and attract R&D personnel to carry out relevant initiatives and achieve our R&D outcome, we will take a result-oriented approach and maintain our team size at a reasonable level commensurate with our business needs and focus on recruiting candidates with such skill sets and experience that closely align with our goals. In addition, we expect to continually monitor our investment into R&D activities and R&D progress, through which we expect to control our expenditure for R&D materials, testing and verification. As we make progress to a more advanced stage of commercialization of our products, we expect to enjoy a greater return on our R&D investment. For instance, we have been able to achieve revenue growth during the Track Record Period that outpaced the growth of the size of our R&D team. The average revenue of our R&D personnel increased from RMB1.6 million in 2023 to RMB3.0 million in 2024, and further to RMB3.8 million in 2025, in line with the advancement of the commercialization progress of our products. While our revenue increased significantly during the Track Record Period, our research and development costs decreased as a percentage of our total revenue from 42.9% in 2023 to 21.2% in 2025. With respect to our selling and marketing costs, we have been maintaining a relatively low level of relevant spendings in the past, with selling and marketing costs representing 5.1%, 4.5% and 4.1% of our total revenue in 2023, 2024 and 2025, respectively. We expect that we will remain able to keep our selling and marketing costs at a relatively low level, thanks to the enhanced market recognition of our products and brand, the close collaboration and solid relationship with our customers and the robust downstream demand of our products. With respect to our administrative expenses, we expect to maintain streamlined management team and general operations team and implement stringent control of relevant expenditures. EMPLOYEES As of December 31, 2025, we had 225 employees, among which 67 employees held a master’s degree of above, accounting for 29.8% of our total employees. As of the same date, over 99% of our employees are located in China. The following table sets forth a breakdown of our employees by function as of December 31, 2025. BUSINESS – 182 – --- page 192 --- Number of employees % of total Research and development /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100125 55.6% General administration and management /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110062 27.6% Sales and marketing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 11.6% Quality control /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 5.2% Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100225 100.0% Our success deeply rests with our ability to attract, retain and motivate qualified talents, with the belief that our high-quality talent pool is one of our core strengths and competitive advantages. We recruit talents, with high standards and rigorous procedures and through various methods, including online recruitment, internal referrals and third-party recruiters, to select the best-fit personnel for the corresponding positions in response to various talent demands. We offer competitive remuneration package to our employees, which are generally based on their qualifications, industry experience, position and performance. We regularly evaluate the performance of our employees and reward well-performing employees with bonus and promotion. In addition, we provide training programs to our employees, including corporate-wide and department-specific training to improve their professional knowledge and management skills and keep abreast with market developments. As required under PRC labor laws, we enter into individual employment contracts with our employees covering matters such as wages, bonuses, employee benefits, workplace safety, non-compete arrangements and grounds for termination. In addition, we generally enter into standard confidentiality agreements with our key employees. As required under PRC laws and regulations, we participate in and make contributions to social insurance, including pension, medical, maternity, work-related injury and unemployment and housing provident fund. During the Track Record Period, instead of making the contributions to the social insurance and housing provident funds on our own for certain employees, we engaged third-party agencies to make such contributions, which was not in strict compliance with applicable PRC laws and regulations. See “Risk Factors—Risks Relating to Our General Operations and Industry—Failure to pay social insurance premiums and housing provident funds on behalf of our employees in accordance with applicable laws and regulations may subject us to penalties.” None of our employees are currently represented by labor unions. We believe that we maintain a good working relationship with our employees, and we had not experienced any material labor dispute or any difficulty in recruiting staff for our operations during the Track Record Period and up to the Latest Practicable Date. INSURANCE We consider our insurance coverage to be adequate as we have in place all the mandatory insurance policies required by PRC laws and regulations and in accordance with the commercial practice in our industry. Our employee-related insurance includes the social insurance and housing provident fund as required by PRC laws and regulations. However, in line with general market practice, we do not maintain any business interruption insurance or keyman life insurance, which are not mandatory under PRC laws. Other than product liability insurance and transportation insurance that covers the delivery of wafers, we generally do not maintain insurance policies covering damages to our products or our technological infrastructure. During the Track Record Period and up to the Latest Practicable Date, we had not made or been the subject of any material insurance claims. Any uninsured occurrence of business disruption, litigation or natural disaster, or significant damages to our uninsured infrastructure or facilities could have a material adverse effect on our results of operations. See “Risk Factors—Risks Relating to Our General Operations and Industry—Our insurance coverage may not be sufficient to cover all losses or potential claims by our customers, which would affect our business, results of operations and financial condition.” BUSINESS – 183 – --- page 193 --- PROPERTIES As of the Latest Practicable Date, we operated our business through 13 leased properties in Shanghai, Nanjing and other cities in China, with a total gross floor area of approximately 5,645.6 square meters. All such properties have been used for non-property activities as defined under Rule 5.01(2) of the Listing Rules and are primarily used as office premises for our business operations. We plan to renew our leases or negotiate new terms when the existing leases expire. All lessors are independent third parties. We did not experience material difficulties in negotiating renewal of our leases with our landlords during the Track Record Period and up to the Latest Practicable Date. As of the Latest Practicable Date, none of the properties leased or owned by us had a carrying amount of 15% or more of our consolidated total assets. Therefore, according to Chapter 5 of the Listing Rules and section 6(2) of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Cap. 32L of the Laws of Hong Kong), this prospectus is exempted from compliance with the requirements of section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance in relation to paragraph 34(2) of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance which requires a valuation report with respect to all our Group’s interests in land or buildings. LICENSES, APPROV ALS AND PERMITS We are required to maintain various licenses, permits and approvals in order to operate our business. We continually monitor our compliance with the requirements related to licenses, permits and approvals in order to ensure that we have all such licenses, permits and approvals which are necessary to operate our business. Our PRC Legal Advisor have advised us that during the Track Record Period and up to the Latest Practicable Date, we had obtained all licenses, permits and approvals necessary to conduct our operations in all material respects from the relevant government authorities in China, and such licenses, permits and approvals remained in full effect. In addition, as of the Latest Practicable Date, as advised by our PRC Legal Advisor, we do not anticipate any legal impediments in the renewal process of such licenses, permits and approvals as long as we meet the substantive and procedural requirements stipulated in the relevant PRC laws and regulations. The following table sets out a list of material licenses, permits and approvals currently held by us. License/permit/approval Holder Grant date Expiry date High-tech Enterprise Certificate /H1100/H1100/H1100Our Company December 13, 2023 December 13, 2026 High-tech Enterprise Certificate /H1100/H1100/H1100Shanghai SENASIC November 15, 2023 November 15, 2026 High-tech Enterprise Certificate /H1100/H1100/H1100Gainsil December 26, 2024 December 26, 2027 A W ARDS AND RECOGNITIONS During the Track Record Period and up to the Latest Practicable Date, we received a number of awards and recognitions in connection with our business. Some of the significant awards and recognitions we have received are set forth below. Awards and Recognition Awarding Parties Y ear of Award Annual Automotive Supply Chain Breakthrough Award (ӛԓପ ॎᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Automotive Electronics Industry Investment Alliance ( ӛԓཥɿପุҳ ༟ᑌຑ) 2025 Golden Chip Award – Emerging Product (ᆤ–ᆤ) /H1100/H1100/H1100/H1100/H1100 Automotive Electronic Innovation Conference ( ӛԓཥɿ௴อɽึ) 2025 Technology Contribution Award /H1100/H1100/H1100/H1100/H1100Ampron 2025 Sensor Growth V alue Award (ϓ ᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Sensor China 2025 BUSINESS – 184 – --- page 194 --- Awards and Recognition Awarding Parties Y ear of Award Jiangsu Provincial Gazelle Enterprise (ᐙୣΆุ)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Productivity Center of Jiangsu Province (ආʕː) 2024 National High-tech Enterprise (࢕ ॴਖ਼ၚतอʃ̶ɛΆุ)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 The MIIT 2023 National High-tech Corporation (࢕ ৷อҦஔΆุ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Jiangsu Provincial Department of Science and Technology; Jiangsu Provincial Department of Finance; State Administration of Taxation, Jiangsu Provincial Taxation Bureau (೼ ೼ਕ҅) 2023 Jiangsu Provincial Engineering Research Center for Low-power, High-Precision Automotive-grade Sensor Chips (ܓ Ӻʕ ː)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Jiangsu Provincial Department of Science and Technology (ኪҦ ஔᝂ) 2023 Jiangsu Province Special Funded Program for Transformation of Scientific and Technological Achievements (ᔷ ධͦ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Jiangsu Provincial Department of Finance; Jiangsu Provincial Department of Science and Technology (߅޲ ኪҦஔᝂ) 2023 “China IC” Spark Award for Emerging Products (“ڃ”˦ ᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 China Center for Information Industry Development 2023 LEGAL PROCEEDINGS AND COMPLIANCE Legal Proceedings We have been and may from time to time continue to be, a party to various legal, arbitration or administrative proceedings arising in the ordinary course of our business. As of the Latest Practicable Date, there were no litigation, arbitration or administrative proceedings pending or threatened against us or any of the Directors which could have a material and adverse effect on our financial condition or results of operations. During the Track Record Period and up to the Latest Practicable Date, there were no litigation, arbitration or administrative proceedings against us or any of the Directors which had caused a material and adverse effect on our business, results of operations or financial condition. Compliance We are subject to a number of regulatory requirements and guidelines issued by the regulatory authorities in China. During the Track Record Period and up to the Latest Practicable Date, we did not commit any material non-compliance of the laws and regulations, or experience any systemic non- compliance incident which, taken as a whole, in the opinion of our Directors, is likely to have a material adverse effect on our business, results of operations and financial condition. As advised by our PRC Legal Advisor, during the Track Record Period and up to the Latest Practicable Date, we had complied with the relevant PRC laws and regulations in all material respects. BUSINESS – 185 – --- page 195 --- Non-registration of lease agreements As of the Latest Practicable Date, we operated our business through 13 leased properties in Shanghai, Nanjing and other cities in China. As of the Latest Practicable Date, the lease agreements were not filed by either us or the relevant lessors for registration with respect to six of our leased properties in China. The reasons behind the failure to register the aforementioned lease agreements are beyond our control because, among other things, the lessors’ willingness to cooperate in the registration process and provision of relevant documents for registration is necessary. As advised by our PRC Legal Advisor, the validity and enforceability of the lease agreements are not affected by the failure to register or file the lease agreements with the relevant government authorities. According to the relevant PRC regulations, we may be ordered by the relevant government authorities to register the relevant lease agreements within a prescribed period, and we may be subject to a fine ranging from RMB1,000 to RMB10,000 for each non-registered lease if we fail to comply. The maximum potential penalties associated with the six unregistered leases mentioned above were RMB60,000. As of the Latest Practicable Date, we had not received any such request or suffered any such fine from the relevant government authorities. We undertake to cooperate fully to facilitate the registration of lease agreements once we receive any requirements from relevant government authorities. Social security premiums and housing provident funds According to the Social Insurance Law and the Provisional Regulations on Collection and Payment of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБૢԷ) promulgated by the State Council on January 22, 1999 and most recently amended on March 24, 2019 and effective from the same date, we shall register social insurance with local social insurance and pay or withhold relevant social insurance for or on behalf of our employees. During the Track Record Period, we engaged third-party agencies to pay social insurance premiums and housing provident funds for certain employees, which was not in strict compliance with applicable PRC laws and regulations. As of December 31, 2025, the third-party agencies provided such funds for 22 of our employees. We implemented such arrangements primarily because these employees were located in cities where we did not have any registered operating entities. As advised by our PRC Legal Advisor, if the validity of such arrangements is challenged by competent PRC authorities, we might be subject to additional contributions, late payment fees and/or penalties required by relevant PRC laws and regulations for failing to discharge our obligations in relation to payment of social insurance and housing provident funds as an employer or be ordered to rectify such practice. If the relevant governmental authorities are of the view that such arrangement does not satisfy the requirements under the relevant PRC laws and regulations in respect of housing provident funds, we may be ordered to pay the outstanding balance to the relevant local authorities within a prescribed period of time, failing which the relevant governmental authorities could apply to the People’s Court for enforcement, and if we fail to complete housing provident fund registration before the prescribed deadlines, we may be subject to a fine ranging from RMB10,000 to RMB50,000 for each non-compliant subsidiary or branch. In respect of social insurance premium, we might be ordered to pay the outstanding balance within a certain period of time and a late fee that equals 0.05% of the total outstanding balance per day from the date of the failure to make payment, failing which we may be subject to a fine, ranging from one to three times the total outstanding balance. Our PRC Legal Advisor is of the view that the likelihood of us being subject to material penalties due to Employee Third-Party Payment during the Track Record Period is low, on the basis that (1) according to the written confirmation by the social insurance and housing provident fund administrative departments at the places where our Company and our respective subsidiaries are registered, being the competent authorities, as confirmed by our PRC Legal Advisor, we had not been subject any administrative penalties due to any breach of the applicable laws and regulations in relation to social insurance and housing provident fund during the Track Record Period; (2) we undertake that we will rectify or make outstanding payments within a prescribed period once required by competent authorities or by the end of 2027, whichever is earlier; (3) the relevant employees have issued a confirmation letter confirming that there are no disputes or potential disputes with the company and third-party payment agencies regarding the payment of social insurance premiums and housing provident funds; and (4) we have not received labor arbitration notices from any of employees in relation to Employee Third-Party Payment during the Track Record Period and up to the Latest Practicable BUSINESS – 186 – --- page 196 --- Date. In the event that the relevant governmental authorities do not recognize the amount of social insurance premium and housing provident funds that we contributed through third-party agencies, it may be deemed a failure to make full contributions, with the social insurance premium and housing provident funds paid by third-party agencies on behalf of us during the Track Record Period amounting to RMB2.3 million, RMB2.9 million and RMB2.6 million in 2023, 2024 and 2025, respectively. DATA SECURITY AND PRIV ACY In the course of our business, we collect, store and process business data and transaction data. As we only make transactions with enterprises, we do not collect or process personal data. We believe that the confidentiality, integrity and availability of data are vital to our business operations. To mitigate data security risks, we have implemented a comprehensive approach that includes stringent data encryption, secure data storage protocols and strict transmission policies to ensure the confidentiality and integrity of sensitive information. We have established clear and detailed protocols that govern the use, storage and sharing of corporate data, ensuring that only employees with the appropriate authorization can access sensitive information on a need-to-know basis. We also conducted regular data security training for employees to strengthen their data security awareness. Our employees are required to sign confidentiality agreements as part of their employment, which strictly prohibit the unauthorized disclosure of any company-related confidential information. This policy ensures that our employees understand the critical nature of safeguarding company data and are held accountable for maintaining confidentiality. To safeguard against data loss, we have implemented a robust backup system that stores data in multiple locations. For our core business data, we have established primary and backup redundancy systems. We implement multi-tiered security backups to ensure data integrity and uninterrupted business continuity. Multiple backup copies of data are stored across different locations, ensuring that data can be quickly restored in the event of any technical issues, natural disasters, or unforeseen circumstances. During the Track Record Period and up to the Latest Practicable Date, we did not experience any material data leakage or data loss, nor did we experience any material unauthorized use of customers’ or distributors’ personal information. As advised by our PRC Legal Advisor, we had complied with the laws and regulations in data security and privacy during the Track Record Period and up to the Latest Practicable Date in the PRC in all material aspects. ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE We believe the effective management of environmental, social and corporate governance (“ESG”) matters is important to our long-term success. We are committed to promoting long-term growth in a prudent and responsible manner, and regard ESG as an integral component of both value creation and risk management. ESG Governance We have established a systematic ESG governance framework to ensure that ESG considerations are effectively integrated into our strategy, risk management and operations. Our Board provides overall leadership and supervision on ESG matters and integrates sustainability into our long-term strategy and risk management framework. Our Board members possess diverse backgrounds with extensive experience relevant to ESG topics and collectively provide guidance and resources to support the implementation of sustainability initiatives. Our Board assumes ultimate oversight of ESG matters, regularly reviews material issues, assesses potential business and financial impacts and guides risk response measures. Our Board also conducts regular reviews of ESG-related risks and opportunities and provides guidance on the formulation of corresponding response measures. Our Board oversees areas such as ethics, environmental compliance, supply chain management and employee development, ensuring that related risks and opportunities are addressed effectively. Material ESG topics are identified and prioritised through a structured double materiality assessment comprising four stages, including topic inventory, topic identification, materiality assessment, and validation and review. The process combines internal analysis BUSINESS – 187 – --- page 197 --- and stakeholder engagement with employees, business partners, suppliers, customers and regulators. Our Board evaluates the significance and potential financial impact of each topic and determines priorities according to relevance, magnitude and likelihood of occurrence, ensuring that highly material issues are incorporated into ESG strategy and performance monitoring. Regular ESG reporting and training are arranged to help our Board stay informed of emerging risks, regulatory changes and global sustainability trends. We have also established internal control mechanisms covering ESG policy implementation, target progression, disclosure and performance evaluation, and we continue to refine governance arrangements with business development and regulatory requirements. We will further enhance our Board and management oversight of ESG matters and refine governance and execution processes to strengthen overall sustainability management. Environmental Protection We actively monitor changes in laws, regulations and policies, continuously assess compliance risks and adjust our practices to stay aligned with evolving environmental priorities. To strengthen the effectiveness of environmental management, we have implemented the “Environmental Factors Identification and Evaluation Procedure,” which enables us to systematically identify and assess key environmental factors across operations, update our environmental risk register on a regular basis, and apply tracking and analysis mechanisms to improve the dynamic management of material issues and reduce potential impacts. During the Track Record Period and up to the Latest Practicable Date, we did not incur a material cost of compliance with relevant environmental protection laws and regulations. Our Directors believe that our cost of compliance with the relevant environmental protection laws and regulations is not expected to be material going forward. Climate Change We continue to monitor the systemic implications of climate change on economic structures, business operations and value chains. Through regular reviews of relevant policies, regulatory developments and internal operations, we identify climate-related risks and opportunities, assess their potential influence on our business and development, and formulate appropriate response measures. Climate-related risk and opportunity management We have incorporated climate risk considerations into our broader environmental and risk management framework to ensure that potential impacts are properly monitored and addressed.  Physical risks : Extreme weather events, such as typhoons, heatwaves and heavy rainfall, may affect business continuity and supply chain stability, particularly in logistics and external data service facilities. We monitor local weather advisories and work closely with suppliers and partners to maintain operational resilience through emergency planning, remote working capabilities and infrastructure insurance coverage.  Transition risks : Evolving environmental regulations, carbon pricing mechanisms and changing market expectations may increase compliance costs or affect the availability and cost of low-carbon electricity. We actively track regulatory trends and industry best practices to align with low-carbon transition policies and maintain our competitiveness in a decarbonizing economy.  Opportunities : The growing emphasis on green supply chains and sustainable electronics presents new business opportunities for innovation and collaboration. As a fabless company focusing on energy-efficient sensor SoCs, we are well positioned to contribute to the development of low-carbon smart devices and to collaborate with customers seeking sustainable solutions in the automotive and industrial electronics sectors. BUSINESS – 188 – --- page 198 --- As of the Latest Practicable Date, we have not experienced any significant financial loss, operational interruption or regulatory penalty arising from climate-related factors. We expect that ongoing investments in energy-efficient facilities and environmental management systems will help offset any increase in compliance costs and enhance long-term operational resilience. Metrics and targets We have established a Greenhouse Gas (“GHG”) accounting and monitoring system covering our office operations to align with regulatory requirements, client expectations and internal efficiency assessments. Following the GHG Protocol, we apply emission factors suited to office activities to ensure data accuracy, comparability and auditability. As of December 31, Unit 2024 2025 Emissions Greenhouse Gas Emissions Total (Scope 1 ,2&3 ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO 2e 491.42 514.20 (i) Direct Emissions (Scope 1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO2e0 0 (ii) Indirect Emissions from Energy (Scope 2) /H1100/H1100tCO2e 274.81 242.70 (iii) Other Indirect Emissions (Scope 3) /H1100/H1100/H1100/H1100/H1100/H1100tCO2e 216.61 271.50 Categor y 6 – Business Travel /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO2e 216.13 271.43 Categor y 7 – Employee Commuting /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO2e 0.48 0.07 We recorded no material Scope 1 emissions during the reporting period, as our operations do not involve direct production processes, combustion equipment, company-owned vehicles, or refrigerant replacement activities. Our office air-conditioning systems operate under sealed circulation and only require minor replenishment by qualified contractors in the event of maintenance or leakage. Our primary emissions arise from electricity used for lighting, air conditioning and office equipment. We continue to enhance energy monitoring, data collection and verification to ensure reporting accuracy and transparency. We have initiated the accounting of Scope 3 emissions to capture indirect impacts across our value chain. Our current Scope 3 assessment covers Category 6 Business Travel and Category 7 Employee Commuting. Comparing to our peers in the industry, our GHG emission intensity is well within the comparable industry range for design-oriented semiconductor companies. We plan to progressively expand coverage to additional categories as reliable data become available, hence enhancing the completeness and accuracy of our Scope 3 reporting. We target a 10% reduction in Scope 1 and Scope 2 GHG emission intensity by the end of 2027, representing an average annual reduction of approximately 3% per year. We will continue to implement energy-saving initiatives, such as optimized HV AC operation, energy-efficient lighting, smart power-off controls, digital workflows and travel reduction, to improve efficiency and lower emissions. We set the target by referring to our operational profile, expected business growth and achievable efficiency gains through ongoing facility and process optimization. All equipment is diligently maintained, with timely repair or replacement to avoid long-term energy waste and mitigates potential compliance risks arising from excessive emissions. Energy and Resource Management We integrate environmental management into daily operations to improve resource efficiency, ensure compliance and control risks. We align with local environmental regulations and industry standards and have established a tailored management system to oversee resource use and environmental risks across research, office and supply chain activities. BUSINESS – 189 – --- page 199 --- Energy use from office operations mainly comes from lighting, air conditioning, printing and other office equipment. We manage these through energy-saving measures to control carbon emissions and improve equipment efficiency, while ensuring adequate indoor ventilation to eliminate the risk of excessive air pollutant emissions. Our wastewater discharge mainly comes from daily domestic water use in office areas and does not involve industrial or laboratory wastewater. All domestic sewage is collected by the property management system and connected to the municipal drainage network for treatment by qualified third-party operators. Our solid waste mainly consists of office refuse, general packaging materials and small amounts of nonhazardous electronic consumables such as toner cartridges and discarded circuit boards. We have established a management process covering collection, classification, temporary storage and outsourced disposal, with our general affairs department taking the lead for maintaining waste records and overseeing qualified third-party disposal providers. Social Responsibility Employee rights and benefits We have established a comprehensive benefits system to safeguard the health and well-being of our employees. This includes full contributions to statutory social insurance and housing funds and annual health checkups. In addition, we offer a variety of welfare programs, including holiday allowances, birthday benefits and team-building subsidies. In terms of compensation, we have implemented a structured incentive system that covers performance bonuses, position allowances and long-term incentive plans. This ensures a fair, transparent and competitive remuneration framework that balances market competitiveness with internal motivation. Our workplaces are primarily office based, with low operational risks. Comprehensive safety measures are maintained to comply with occupational health and safety standards. We place strong emphasis on employee development and career growth through a structured training system covering onboarding, skills enhancement, professional expertise and leadership development. We also promote diversity and inclusion by ensuring fair and transparent recruitment practices. Supply chain management We have established comprehensive policies and procedures to promote a sustainable supply chain. We select and evaluate suppliers through a structured approval process that includes document review and on-site audits. Key assessment criteria include financial stability and production capacity, engineering capability, and quality system performance, verified through valid certifications and quality management documentation. Only suppliers that meet our technical, financial and quality requirements are admitted to our approved vendor list. All suppliers are required to comply with our supply chain policies and admission procedures. To ensure integrity, compliance, environmental protection and quality, we require all of our Tier 1 and selected Tier 2 suppliers to sign binding commitment documents. In relation to business ethics, we have established an anti-bribery compliance system that requires suppliers to sign an Integrity Agreement, explicitly prohibiting all forms of bribery, kickbacks and improper benefits. An independent reporting channel is in place, and any verified misconduct will result in immediate termination of cooperation and legal accountability, ensuring enforceability and accountability of our integrity management system. In relation to environmental management, we have established an environmental compliance system that requires suppliers to sign a Supplier Environmental and Safety Compliance Agreement, ensuring adherence to applicable environmental laws and regulations, including the EU RoHS 2.0 Directive and REACH standards, and explicitly prohibiting the use of hazardous or restricted substances. During the Track Record Period and up to the Latest Practicable Date, we had not been subject to any material claim or penalty in relation to health, safety, social and environmental protection, or been involved in any significant workplace accident or fatality. As advised by our PRC Legal Advisor and confirmed by our Directors, during the Track Record Period and up to the Latest Practicable Date, we had complied with applicable health, work safety and environmental laws and regulations in all material respects. BUSINESS – 190 – --- page 200 --- INTERNAL CONTROL AND RISK MANAGEMENT Internal Control We have designated responsible personnel in our Company to monitor the ongoing compliance by our Company with the relevant PRC laws and regulations that govern our business operations and oversee the implementation of necessary measures. We have adopted internal rules and policies governing various aspects of our business operations and management, such as our sales practices, procurement, production, information system, legal compliance, financial reporting and human resources. We have engaged an independent internal control consultant to perform an initial review in July 2025 in selected areas of our internal controls, including, among others, financial reporting and disclosure controls, sales, accounts receivable and collection, procurement, accounts payable and payment, cash and treasury management, assets management, research and development, information technology general controls and compliance management. As part of the review, the internal control consultant carried out the following procedures: – gained an understanding of control procedures by discussing them with management and reviewing relevant policies and documentation; – assessed the design, implementation and operating effectiveness of control procedures within the selected areas; – highlighted any material or other internal control deficiencies identified during the agreed procedures, bringing them to the attention of us and the Joint Sponsors; and – provided recommendations to address the identified internal control deficiencies. Furthermore, our internal control consultant put forward recommendations based on such review. We have implemented rectification and improvement measures, as the case may be, in response to their findings and recommendations, such as revising policies and procedures. The internal control consultant performed follow-up review on our remedial measures in August 2025 (1) reviewing the revised policies and procedures prepared by us; (2) reviewing the sample of implementation measures during the remediation period if applicable; and (3) reporting the status of remediation to those deficiencies, and it did not identify any material deficiencies in our internal control system. Having considered the report prepared by our internal control consultant, our Directors confirmed that all of the major recommendations provided by the internal control consultant have been followed and corrective actions were taken accordingly to address our internal control deficiencies and weaknesses. Our Directors are of the view that our enhanced internal control measures are adequate and effective to ensure compliance with relevant laws and regulations going forward. We have appointed Maxa Capital Limited as our external compliance advisor with effect from the date of the Listing to advise on ongoing compliance with the Listing Rules and other applicable securities laws and regulations in Hong Kong. Risk Management We are exposed to various risks in the ordinary course of our business operations. Key operational risks faced by us include, among others, our ability to respond to technological changes, competition in the relevant industries, our ability to retain and grow our customer base and usage, our ability to enhance or upgrade our existing products and introduce new ones, our ability to maintain and expand our sales and distribution network and our ability to successfully expand to and develop market recognition in downstream industry sectors. See “Risk Factors” for disclosures on various risks we face. In addition, we also face certain market risks, such as credit risk, liquidity risk and interest rate risk related to our financials. See “Financial Information—Quantitative and Qualitative Disclosure of Market Risks” for details. We have implemented policies and procedures for risk management in each aspect of our operations, including administration of daily operations, data security, financial reporting procedures, employee conduct and legal compliance. Our Board oversees and manages the overall risks associated with our operations. We have established an Audit Committee to review and supervise the financial reporting process and internal control system of our Group. See “Directors and Senior Management—Board Committees—Audit Committee” for the qualifications and experience of these committee members as well as a detailed description of the responsibility of our Audit Committee. BUSINESS – 191 – --- page 201 --- OVERVIEW Dr. Li, our founder, chairman, executive Director and chief executive officer, and Mr. Li, our founder and executive Director, have acted in concert with each other since our establishment. To formalize their cooperation as co-founders, core management and Shareholders in achieving the shared goals and objective of our Group, Dr. Li and Mr. Li entered into the concert party agreements in October 2020 and August 2025. In October 2020, when Dr. Li and Mr. Li entered into the an acting-in-concert agreement (the “Previous Agreement”), Ningbo Meishan Bonded Port Area Cenyou V enture Capital Partnership (Limited Partnership) (೼ಥਜҊС௴ุҳ༟ΥྫΆุ(Υྫ)) (“Ningbo Cenyou”) agrees to sign such agreement with Dr. Li and Mr. Li as a favor for our Company to help further increase the voting power controlled by Dr. Li and Mr. Li provided that it should not be part of the controlling shareholders nor participating in the management of our Company. As a result, pursuant to the Previous Agreement, Ningbo Cenyou agrees to act in concert with Dr. Li and Mr. Li only until the date when our Company first submit its initial public offering application or the date when it ceases to be a Shareholder, whichever is earlier, and Dr. Li shall have the ultimate determinative power. As such, in light of the Listing attempt, the acting-in-concert arrangement with Ningbo Cenyou was terminated pursuant to the termination term under the Previous Agreement and Ningbo Cenyou ceased to act in concert with Dr. Li and Mr. Li. In August 2025, to continue to formalize the acting-in-concert relationship between the founders of our Company, Dr. Li and Mr. Li have entered into new acting-in-concert agreement, pursuant to which, they have renewed their acting-in-concert relationship, which shall not be terminated until mutual agreement between them, and affirmed that Dr. Li has the ultimate determinative power. It is considered that the termination of the acting-in-concert arrangement with Ningbo Cenyou does not adversely affect the ownership continuity of our Company based on the following: (1) Ningbo Cenyou is only a passive financial investor of our Company. It enters into the Previous Agreement purely as a favor for our Company to help further increase the voting power controlled by Dr. Li and Mr. Li without any intention to participate in the management or operation of our Company nor control our Company. It has been intentionally indicated in the Previous Agreement that it should not be considered as a controlling shareholder of our Company or as participation in the management and operation of our Company. The termination of the acting in concert arrangement with Ningbo Cenyou in August 2025 was also made in accordance with the initial termination agreement under the Previous Agreement as set forth above; (2) since the investment in our Company, Ningbo Cenyou has no director nomination right. It has never participated in the management or operation of our Company nor appointed any Director or management of our Company. Dr. Li and Mr. Li are the shareholders that control and could exercise influence over the management of our Company since the establishment of our Company and have the right to nominate more than half of the members of the Board. The termination of the acting-in-concert arrangement with Ningbo Cenyou has not adversely affected the management of our Company. All the executive Directors and core management of our Company during the Relevant Period has remained unchanged after termination of the acting-in-concert arrangement with Ningbo Cenyou; and (3) during the relevant period, Ningbo Cenyou is interested in less than 2% of the total issued share capital of our Company. Dr. Li and Mr. Li, only through themselves and other Single Largest Group of Shareholders, could exercise control over 30% of the voting rights of our Company. As such, Ningbo Cenyou is not and shall not be considered as members of the controlling shareholders of our Company and the termination of acting-in-concert arrangement with Ningbo Cenyou does not adversely affect the ownership continuity of our Company. As of the Latest Practicable Date, Dr. Li and Mr. Li, by virtue of the acting-in-concert arrangement, were collectively interested in approximately controlled 32.25% of our total issued share capital, comprising: (1) approximately 10.48% of our total issued share capital directly held by Dr. Li; (2) approximately 4.17% of our total issued share capital directly held by Mr. Li; (3) approximately 9.10% and 7.63% of our total issued share capital controlled by Dr. Li through Shanghai Chuangyingrui and Shanghai Ruixinchuang, respectively, both of which are our ESOP Platforms and controlled by Dr. Li; and (4) approximately 0.87% of our total issued share capital controlled by Dr. Li through Gongqingcheng SENASIC. See “History, Development and Corporate Structure—Concert Party Arrangement” for details. RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS – 192 – --- page 202 --- Upon the Listing, without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, Dr. Li and Mr. Li will be entitled to, directly and indirectly through Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai Y aojun and Gongqingcheng SENASIC, exercise 27.71% voting rights in our Company. Therefore, upon the Listing, Dr. Li, Mr. Li, Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai Y aojun and Gongqingcheng SENASIC will become our Single Largest Group of Shareholders. NO COMPETITION AND CLEAR DELINEATION OF BUSINESS Our Single Largest Group of Shareholders have confirmed that as of the Latest Practicable Date, none of them or any of their respective close associates had any interest in a business that competes or is likely to compete, either directly or indirectly, with our business, which is subject to disclosure pursuant to Rule 8.10 of the Listing Rules. INDEPENDENCE FROM OUR SINGLE LARGEST GROUP OF SHAREHOLDERS Management Independence Our business is primarily managed and conducted by our Board and senior management. Upon the completion of the Listing, our Board will comprise of four executive Directors, two non-executive Directors and three independent non-executive Directors. See “Directors and Senior Management” for more information. Our Directors believe that our Board and senior management are able to manage our business and function independently from our Single Largest Group of Shareholders based on the following reasons: (1) each of our Directors is aware of his/her fiduciary duties as a Director of our Company which require, among other things, that he/she acts for the benefit and in the best interests of our Company and does not allow any conflict between his/her duties as a Director and his/her personal interest; (2) in the event that there is a potential conflict of interest arising out of any transaction to be entered into between our Group and our Directors or their respective associates, the interested Directors shall abstain from voting at the relevant board meetings of our Company in respect of such transactions and shall not be counted in the quorum; (3) we have three independent non-executive Directors, who have extensive experience in different areas and have been appointed to ensure that the decisions of our Board are made after due consideration of independent and impartial opinions. Certain matters of our Company must always be referred to the independent non-executive Directors for review in accordance with the Listing Rules, the applicable laws and our Articles of Association and internal policies; (4) our daily management and operations are carried out by our senior management team. Except Dr. Li and Mr. Li, our senior management team members are independent from our Single Largest Group of Shareholders, all of whom have substantial experience in the industry in which our Company is engaged, and will therefore be able to make business decisions that are in the best interest of our Group; (5) we have adopted a series of corporate governance measures to manage conflicts of interest, if any, between our Group and our Single Largest Group of Shareholders which would support our independent management. See “—Corporate Governance.” RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS – 193 – --- page 203 --- Operation Independence We have established our own organizational structure comprised of individual departments, each with specific areas of responsibilities. We have also established various internal control procedures to facilitate the effective operation of our business. Our Group is not operationally dependent on our Single Largest Group of Shareholders. Our Company (through our subsidiaries) holds or enjoys the benefit of all relevant licenses and owns all relevant intellectual property and R&D facilities necessary to carry on our business. We have sufficient capital, facilities, equipment and employees to operate our business independently from our Single Largest Group of Shareholders. We also have independent access to our customers and suppliers. Based on the above, our Directors believe that we are capable of carrying on our business independently of our Single Largest Group of Shareholders and their close associates. Financial Independence We have an independent financial system. Our Group’s accounting and finance functions are independent of our Single Largest Group of Shareholders and their close associates. Our Group makes financial decisions according to our own business needs. Our Group’s major finance operations are handled by our financial management department, which operates independently from our Single Largest Group of Shareholders and their close associates. We do not share any other functions or resources with any of our Single Largest Group of Shareholders or their close associates. During the Track Record Period, we primarily financed our business operations through cash generated from our business activities and equity financing activities. As of the Latest Practicable Date, we did not have any outstanding borrowings or guarantees from our Single Largest Group of Shareholders or any of their respective close associates. Based on the above, our Directors believe that our Group is able to operate with financial independence from our Single Largest Group of Shareholders and their close associates. CORPORATE GOVERNANCE We have put in place sufficient corporate governance measures to manage the conflict of interest and potential competition from our Single Largest Group of Shareholders and safeguard the interest of our Shareholders, including: (1) where a general meeting of our Company is to be held for considering proposed transactions in which our Single Largest Group of Shareholders or any of their close associates has a material interest, our Single Largest Group of Shareholders will abstain from voting on the resolutions and shall not be counted in the quorum in the voting; (2) our Company has established internal control mechanism to identify connected transactions. After the Listing, our Company will comply with the requirements in connection with connected transactions under the Listing Rules; (3) where our Directors reasonably request the advice of independent professionals, such as independent financial advisors, the appointment of such independent professionals will be made at our Company’s expense; (4) we have appointed Maxa Capital Limited as our compliance advisor to provide advice and guidance to us in respect of compliance with the applicable laws and regulations, as well as the Listing Rules, including various requirements relating to corporate governance; (5) we have established the audit committee, remuneration and appraisal committee and nomination committee with written terms of reference in compliance with the Listing Rules and the Corporate Governance Code; RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS – 194 – --- page 204 --- (6) our Single Largest Group of Shareholders will confirm the status of their non-competing interest on an annual basis and to provide all information necessary, including all relevant financial, operational and market information and any other necessary information as required by our Company; and (7) our Company will disclose decisions (with basis), if any, on matters reviewed by the independent non-executive Directors either in its annual report or by way of announcements. Our Directors consider that the above corporate governance measures are sufficient to manage any potential conflict of interests between our Single Largest Group of Shareholders and their respective close associates and our Group and to protect the interests of our Shareholders, in particular, the minority Shareholders. RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS – 195 – --- page 205 --- THE CORNERSTONE PLACING We have entered into cornerstone investment agreements (each a “Cornerstone Investment Agreement”, and together the “Cornerstone Investment Agreements”) with the cornerstone investors set out below (each a “Cornerstone Investor”, and together the “Cornerstone Investors”), pursuant to which the Cornerstone Investors have agreed to, subject to certain conditions, subscribe or cause their designated entities to subscribe at the Offer Price for a certain number of Offer Shares that may be purchased for an aggregate amount of approximately HK$283.41 million (the “Cornerstone Placing”), which is calculated based on the exchange rate as disclosed in the section headed “Information about this Prospectus and the Global Offering” in this prospectus and for illustration purpose. See the tables in “–The Cornerstone Placing” in this section for details. Based on the Offer Price of HK$18.36 per Offer Share, the total number of Offer Shares to be subscribed by the Cornerstone Investors would be 15,413,600 Offer Shares, representing (i) assuming the Over-allotment Option is not exercised, approximately 28.86% of the total Offer Shares in the Global Offering and 4.07% of our total issued Shares immediately upon the completion of the Global Offering; and (ii) assuming the Over-allotment Option is fully exercised, approximately 25.10% of the total Offer Shares in the Global Offering and 3.98% of our total issued Shares immediately upon the completion of the Global Offering. Our Company is of the view that the Cornerstone Placing will help to raise the profile of our Company and to signify that such investors have confidence in our business and prospect. Our Company became acquainted with each of the Cornerstone Investors in its ordinary course of operation through the network of our Group or through introduction by certain Shareholders and Underwriters in the Global Offering. To the best knowledge of our Company, other than Longwei HK (a close associate of an existing minority Shareholder of our Company), (i) each of the Cornerstone Investors is an Independent Third Party; (ii) none of the Cornerstone Investors is accustomed to taking instructions from our Company, the Directors, chief executive, our Controlling Shareholders, substantial shareholders, existing Shareholders or any of their respective subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or other disposition of the Offer Shares; (iii) none of the subscription of the relevant Offer Shares by any of the Cornerstone Investors is financed by our Company, the Directors, chief executive, our Controlling Shareholders, substantial shareholders, existing Shareholders or any of their respective subsidiaries or their respective close associates; (iv) as confirmed by each of the Cornerstone Investors, each Cornerstone Investor will be utilizing their internal resources as their source of funding for the subscription of the Offer Shares, and each of them has sufficient funds to settle its respective investment under the Cornerstone Placing; and (v) no approval from other stock exchange is required for each Cornerstone Investor’s investment in our Company as described in this section. Each of the Cornerstone Investors confirms that all necessary approvals have been obtained with respect to the Cornerstone Placing and that no specific approval from any stock exchange (if relevant) or its shareholders or other regulatory authority is required for the relevant cornerstone investment. We have applied for, and the Stock Exchange has granted a waiver from strict compliance with the requirements under Rule 10.04 of the Listing Rules and consent under paragraph 1C of Appendix F1 to the Listing Rules to permit Offer Shares in the International Offering to be placed to Longwei HK, a close associate of one of our existing minority Shareholder. For further details, please see the section headed “Waivers and Exemptions.” CORNERSTONE INVESTORS – 196 – --- page 206 --- The Cornerstone Placing will form part of the International Offering, and the Cornerstone Investors and their respective close associates will not subscribe for any Offer Shares under the Global Offering (other than pursuant to the Cornerstone Investment Agreements). The Offer Shares to be subscribed by the Cornerstone Investors will rank pari passu in all respect with the fully paid Shares in issue and will be counted towards the public float of our Company under Rule 19A.13A(1) of the Listing Rules. Immediately following the completion of the Global Offering, none of the Cornerstone Investors will become a substantial shareholder of the Company, and the Cornerstone Investors will not have any Board representation in our Company. Other than a guaranteed allocation of the relevant Offer Shares at the Offer Price, the Cornerstone Investors do not have any preferential rights in the Cornerstone Investment Agreements compared with other public Shareholders. There are no side arrangements between our Company and the Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors by virtue of or in relation to the Cornerstone Placing, other than a guaranteed allocation of the relevant Offer Shares at the Offer Price, following the principles as set out in Chapter 4.15 of the Guide for New Listing Applicants. The total number of Offer Shares to be subscribed by the Cornerstone Investors may be affected by reallocation of the Offer Shares between the International Offering and the Hong Kong Public Offering in the event of over- subscription under the Hong Kong Public Offering as described in the paragraph headed “Structure of the Global Offering–The Hong Kong Public Offering–Reallocation” in this prospectus. Further, the Joint Sponsor-OCs and the Company can adjust the number of Offer Shares to be acquired by each Cornerstone Investor in their sole and absolute discretion for the purpose of compliance with Rules 19A.13A(1) and 19A.13C(1) of the Listing Rules, Practice Note 18 to the Listing Rules and Appendix F1 (Placing Guidelines for Equity Securities) to the Listing Rules. Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors will be disclosed in the allotment results announcement of our Company to be published on or around June 16, 2026. The Cornerstone Investors have agreed to pay in full for the relevant Offer Shares that they have subscribed before dealings in the Company’s H Shares commence on the Stock Exchange. Cornerstone Investors have agreed that delivery of all or any part of the Offer Shares it will subscribe may be deferred to a date later than the Listing Date. Such delayed delivery arrangement is in place to facilitate the over-allocation in the International Offering. There will be no delayed delivery if there is no over-allocation in the International Offering. For details of the Over-allotment Option and the stabilization action by the Stabilizing Manager, see “Structure of the Global Offering –Over-allotment Option” and “Structure of the Global Offering – Stabilization” in this prospectus. Set out below in the aggregate number of Offer Shares, and the corresponding percentages to the Offer Shares and our Company’s total issued share capital under the Cornerstone Placing based on the Offer Price of HK$18.36 per Offer Share: Name of Investor Investment Amount (HK$) Number of Offer Shares (3) Immediately following the completion of Global Offering (assuming no exercise of the Over-allotment Option) Immediately following the completion of Global Offering (assuming full exercise of the Over-allotment Option) Approximate % of the total Offer Shares Approximate % of the total Shares in issue Approximate % of the total Offer Shares Approximate % of the total Shares in issue Sunwoda HK /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,000,000.00 (2) 2,156,800 4.04% 0.57% 3.51% 0.56% Longwei HK /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,509,645.23 (1) 1,280,400 2.40% 0.34% 2.08% 0.33% Oakwise /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,580,000.00 (1) 4,007,600 7.50% 1.06% 6.53% 1.04% Tembusu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,673,096.82 (1) 853,600 1.60% 0.23% 1.39% 0.22% Andrew Y Y an /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,673,096.82 (1) 853,600 1.60% 0.23% 1.39% 0.22% RIME /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,673,096.82 (1) 853,600 1.60% 0.23% 1.39% 0.22% Thalassa Capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,300,000.00 (1) 2,685,000 5.03% 0.71% 4.37% 0.69% Chample /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,000,000.00 (1) 1,633,800 3.06% 0.43% 2.66% 0.42% Libra Fixed Income One SP /H1100/H110020,000,000.00 (1) 1,089,200 2.04% 0.29% 1.77% 0.28% Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100283,408,935.69 15,413,600 28.86% 4.07% 25.10% 3.98% CORNERSTONE INVESTORS – 197 – --- page 207 --- Notes: (1) The investment amount is calculated based on the exchange rate set out in the section headed “Information about this Prospectus and the Global Offering – Exchange Rate Conversion” in this Prospectus ( exclusive of the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee). See “Statutory and General Information – 2. Further Information about Our Business – A. Summary of Our Material Contracts” in this prospectus for details of the investment amount. (2) The investment amount is calculated based on the exchange rate set out in the section headed “Information about this Prospectus and the Global Offering – Exchange Rate Conversion” in this Prospectus ( inclusive of the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee). See “Statutory and General Information – 2. Further Information about Our Business – A. Summary of Our Material Contracts” in this prospectus for details of the investment amount. (3) Rounded down to nearest whole board lot of 200 H Shares. OUR CORNERSTONE INVESTORS The information about our Cornerstone Investors set forth below has been provided by our Cornerstone Investors in connection with the Cornerstone Placing. Sunwoda HK Sunwoda Treasury (Hong Kong) Limited (༺ৌ༟(ಥ)ʮ̡) (“Sunwoda HK”) is a limited liability company incorporated under the laws of Hong Kong on September 17, 2024. Its principal activities include investment and financing services, supply chain financing, and international trade consultancy. As of the Latest Practicable Date, Sunwoda HK is wholly owned by Sunwoda Electronic Co., Ltd. (ʮ̡) (“Sunwoda Electronics”), a company listed on the Shenzhen Stock Exchange (stock code: 300207) that primarily focuses on the lithium-ion battery business. Sunwoda Electronics is a customer of our Company and an Independent Third Party. Longwei HK Longwei Hong Kong Company Limited (ʮ̡) (“Longwei HK”) was incorporated under the laws of Hong Kong in 2007. Its principal activities comprise outbound investments, and the sale, import and export of automotive parts. Longwei HK primarily focuses on investments in target companies that hold leading positions in the automotive and auto parts industry, with a particular focus on those possessing strong innovation capabilities and favourable market prospects. Longwei HK is wholly owned by Shanghai Baolong Gongmao Co., Ltd. (ʮ̡), which is ultimately controlled by Shanghai Baolong Automotive Corporation (ʮ̡) (“Baolong Automative”) (stock code: 603197.SH), which, building on its core presence in the auto parts industry, is strategically advancing towards automotive intelligence and lightweighting. Baolong Automative is an existing shareholder of our Company, and its affiliate is also a major customer of our Company. Oakwise Oakwise Growth Fund SPC - Greater China Fund SP (“Oakwise”) is managed by Oakwise Capital Management Limited (ʮ̡), a Hong Kong-incorporated entity licensed by the SFC to carry on Types 1, 4 and 9 regulated activities. The ultimate beneficial owner of Oakwise Capital Management Limited is Mr. Wang Fengyu (ڠࠬThe ultimate beneficial owner of Oakwise is Gotion High-tech Co., Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange. Save as disclosed above, no other shareholder holds 30% or more of the shares in Oakwise or Oakwise Capital Management Limited. Oakwise targets durable medium- and long-term capital appreciation via IPO- focused investment opportunities, predominantly deploying capital in the Greater China market. Tembusu Tembusu Limited (“Tembusu”) is a limited liability company incorporated under the laws of the British Virgin Islands, with a primary purpose of engaging in investments activities. Tembusu is wholly owned and controlled by David Su Tuong Sing, an Independent Third Party and individual investor. CORNERSTONE INVESTORS – 198 – --- page 208 --- Andrew Y Y an Andrew Y Y an ( ᎅ⇴) is the managing partner of SAIF Partners, a leading Asian private equity firm, and an individual investor. Mr. Y an is an Independent Third Party. RIME RIME Capital Limited (ʮ̡) (“RIME”) is incorporated in Hong Kong with limited liability and licensed by the SFC to carry on Type 1, 4, 9 regulated activities, which is ultimately owned by Ms. Zhuo Ying ( ՙ጑), who owns 64% shares of RIME. Apart from Ms. Zhuo Ying, no other shareholder has a 30% or more shareholding in RIME. RIME is a discretionary investment manager of Sino Opulence Multi-V alue Strategy Fund SPC (“Sino Opulence SPC”) and Sino Opulence SPC is a segregated portfolio company holding various portfolios. RIME has agreed to procure Sino Opulence Multi-V alue Strategy Fund SPC-Stable Growth Fund SP (the “Sino Opulence Fund”), which is a fund portfolio under Sino Opulence SPC to subscribe for the Offer Shares. Sino Opulence SPC is ultimately controlled by Ms. Zhuo Ying. The sole ultimate beneficial owner of Sino Opulence Fund is Leo Group Co., Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 002131). There is no other ultimate beneficial owner holding 30% or more interest in Sino Opulence Fund. Each of RIME, Ms. Zhuo Ying, Sino Opulence SPC and Sino Opulence Fund is an Independent Third Party. Thalassa Capital Thalassa Capital Dynamics SPC (acting for and on behalf of Thalassa Horizon SP) (“Thalassa Capital”) was incorporated under the laws of Cayman Islands and is ultimately wholly owned and controlled by Mr. Ma Lin (؍and Mr. Zhu Hangjun ( ϡঘё), both of whom are Independent Third Parties. Thalassa Capital is an investment entity primarily engaged in equity investment. Chample Chample International Limited (“Chample”) was incorporated under the laws of British Virgin Islands and is an investment holding company primarily engaged in investment activities. Chample is wholly-owned and controlled by Mr. Li Feng ( ҽቜ), an Independent Third Party. Libra Fixed Income One SP Libra Stable V alue and Fixed Income Segregated Portfolio Company acting for and on behalf of Libra Fixed Income One SP (“Libra Fixed Income One SP”) is an open-ended investment company organised as an exempted segregated portfolio company with limited liability in the Cayman Islands, and is principally engaged in investment activities, including, but not limited to listed and unlisted stocks, stock derivatives, initial public offerings, futures, options, forward contracts, currencies and convertible securities. Libra Fixed Income One SP is ultimately controlled by Mr. Tjeng Ka Wing (጑), who owns 100% of its interests and an Independent Third Party. CLOSING CONDITIONS The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the respective Cornerstone Investment Agreement is subject to, among other things, the following closing conditions: (1) the Underwriting Agreements for the Hong Kong Public Offering and the International Offering being entered into and having become effective and unconditional (in accordance with their respective original terms or as subsequently waived or varied by agreement of the parties thereto) by no later than the time and date as specified in the Underwriting Agreements, and neither of the Underwriting Agreements having been terminated; CORNERSTONE INVESTORS – 199 – --- page 209 --- (2) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and permission to deal in, the H Shares (including the relevant Cornerstone Investor’s Shares as well as other applicable waivers and approvals) and such approval, permission or waiver having not been revoked prior to the commencement of dealings in the H Shares on the Stock Exchange; (3) the CSRC having accepted the CSRC filing and published the filing result on its official website, and such acceptance notice and/or the published filing result not having otherwise been rejected, withdrawn, revoked or invalidated prior to the commencement of dealings in the H Shares on the Stock Exchange; (4) no laws shall have been enacted or promulgated by any governmental authority which prohibits the consummation of the transactions contemplated in the Global Offering or the Cornerstone Investment Agreements and there shall be no orders or injunctions from a court of competent jurisdiction in effect precluding or prohibiting consummation of such transactions; and (5) the respective representations, warranties, undertakings, acknowledgements and confirmations of the relevant Cornerstone Investor under the relevant Cornerstone Investment Agreement are (as of the date of the agreement) and will be (on the Listing Date and the delayed delivery date (if applicable)) accurate, true and complete in all respects and not misleading or deceptive and that there is no material breach of the relevant Cornerstone Investment Agreement on the part of the relevant Cornerstone Investor. RESTRICTIONS ON THE CORNERSTONE INVESTORS Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at any time during the period of six months starting from and including the Listing Date (the “Lock-up Period”), (a) dispose of, in any way, any of the Offer Shares purchased pursuant to the relevant Cornerstone Investment Agreement (“Relevant Shares”) or any interest in any company or entity holding any of the Relevant Shares, (b) agree or contract to, or publicly announce any intention to enter into a transaction with a third party for disposal of the Relevant Shares, (c) allow itself to undergo a change of control (as defined in the Takeovers Code) at the level of its ultimate beneficial owner, or (d) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transactions, subject to certain restrictions. CORNERSTONE INVESTORS – 200 – --- page 210 --- OVERVIEW Upon the Listing, the Board will consist of nine Directors, including four executive Directors, two non-executive Directors and three independent non-executive Directors. The Board is responsible, and has general authority for, the management and operation of our Company. Our Directors are appointed for a term of three years and are eligible for re-election upon expiry of their term of office. Our senior management is responsible for the day-to-day operations of our Company. As of the Latest Practicable Date, we do not have any supervisors. All of the Directors and senior management have met the qualification requirements under the relevant PRC laws and regulations and the Listing Rules for their respective positions. DIRECTORS The following table sets forth certain information regarding the members of our Board. Name Age Position Date of joining our Group Date of appointment as a Director Responsibility Relationship with other Directors and senior management Executive Directors Dr. Li Mengxiong (ҽྫྷඪ) 48 Chairman of the Board, executive Director and chief executive officer March 2015 March 2015 Responsible for the overall strategic planning, business direction and management of our Group N/A Mr. Zhu Shouteng (ϡςᙜ) 43 Executive Director and president July 2018 June 2023 Responsible for the product line management and the sales and marketing N/A Mr. Li Shuguang (ҽᏣΈ) 49 Executive Director and vice president September 2015 September 2015 Responsible for overseeing the product research and development and the quality management systems of our Group N/A Ms. Xu Hongru (ν) 46 Executive Director September 2015 June 2017 Responsible for overseeing the research and development of chips and managing technical coordination with external fabrication partners N/A Non-executive Directors Mr. Ju Hua (ᒴዏ) 32 Non-executive Director August 2025 August 2025 Responsible for providing guidance on overall strategic planning, corporate governance and business direction of our Group N/A Mr. Sha Chongjiu (ɘ) 61 Non-executive Director October 2020 October 2020 Responsible for providing guidance on overall strategic planning, corporate governance and business direction of our Group N/A DIRECTORS AND SENIOR MANAGEMENT – 201 – --- page 211 --- Name Age Position Date of joining our Group Date of appointment as a Director Responsibility Relationship with other Directors and senior management Independent non-executive Directors Mr. Chu Xiaowen (Ⴃወ˖) 48 Independent non- executive Director August 2025 August 2025 Responsible for providing independent advice on the operations and management of our Group N/A Mr. Jie Donghui (ሾ) 50 Independent non- executive Director August 2025 August 2025 Responsible for providing independent advice on the operations and management of our Group N/A Ms. Cheung Suet Fong (ٹ) 42 Independent non- executive Director August 2025 August 2025 Responsible for providing independent advice on the operations and management of our Group N/A Executive Directors Dr. Li Mengxiong ( ҽྫྷඪ), aged 48, is the chairman of the Board, an executive Director and the chief executive officer of our Company. Dr. Li has served as the Director and the chief executive officer of our Company since its establishment and he was redesignated as an executive Director in August 2025, responsible for the overall strategic planning, business direction and management of our Group. Dr. Li has also served as a director of certain subsidiaries of our Company, including (i) the executive director of Shanghai SENASIC Electronic Technology Co., Ltd. ( ɪऎ ʮ̡) since February 2022, (ii) the director of HongKong SENASIC Electronic Limited since April 2025, and (iii) the director and general manager of Shanghai Xinruichuang Electronics Technology Co., Ltd. (ࠢ ʮ̡), responsible for the daily operations and management. Dr. Li has over 20 years of experience in the semiconductor industry. Prior to founding our Group Dr. Li had worked for several reputable semiconductor companies. From January 2002 to September 2003, Dr. Li served as an engineer in OKI Techno Center (Singapore) Pte Ltd. Subsequently, Dr. Li worked at SEQUANS Communications, a leading semiconductor company whose shares are listed on the New Y ork Stock Exchange (Ticker: SQNS). Dr. Li later worked at SENSA TA Technologies Group in the United Kingdom until November 2014, a global industrial technology company experienced in mission-critical design and innovation of sensor-rich solutions, whose shares are listed on the New Y ork Stock Exchange (Ticker: ST), where he was responsible for design and served as a design staff at the end of his tenure. Dr. Li obtained a bachelor’s degree in microelectronics and a master’s degree in microelectronics and solid-state electronics from Fudan University ( ూ͇ɽኪ) in the PRC in July 1998 and July 2001, respectively. He further obtained a doctoral degree in the School of Electrical and Electronic Engineering of the University of Nottingham in December 2007. Mr. Zhu Shouteng ( ϡςᙜ), aged 43, is an executive Director and the president of our Company. He joined our Company in July 2018 and was appointed as a Director in June 2023. Mr. Zhu was redesignated as an executive Director in August 2025, responsible for the product line management and the sales and marketing of our Group. Mr. Zhu has substantial experience in the semiconductor industry. Prior to joining our Group, from December 2005 to August 2006, Mr. Zhu worked at Nanjing Guoxian Electronics Co., Ltd. (ԯ਷ᜑཥ ɿʮ̡), a company primarily engaged in the development of electronic display products. From October 2007 to July 2016, he successively served as a sales manager in Shanghai Samsung Semiconductor Co., Ltd. (ʮ̡), a company primarily engaged in the sales and support of semiconductor products. From March 2017 to June 2018, he served as a sales director in Shenzhen Sinox Electronics Co., Ltd. (ʮ̡), a company primarily engaged in the distribution of electronic components, where he was responsible for sales and marketing. DIRECTORS AND SENIOR MANAGEMENT – 202 – --- page 212 --- Mr. Zhu obtained a bachelor’s degree in electronic information engineering from Anhui University of Technology and Science (Ҧኪ৫), the predecessor of Anhui Polytechnic University ( τᏏ ʈ೻ɽኪ) in the PRC in July 2005. Mr. Li Shuguang ( ҽᏣΈ), aged 49, is an executive Director and the vice president of our Company. Mr. Li served as our deputy general manager from October 2015 to October 2024 and was appointed as our director of quality control in October 2024. He was appointed as a Director in September 2015 and was redesignated as an executive Director in August 2025, responsible for overseeing the product research and development and the quality management systems of our Group. Mr. Li has over 24 years of experience in the semiconductor and wireless communications industries. Prior to founding our Group, he worked at Alcatel Telecom Software Development (Shanghai) Co., Ltd. (ဧ̔तཥৃழ΁ක೯(ɪऎ)ʮ̡) from July 2001 to December 2001 and a design engineer at OKI Techno Centre (Singapore) Pte Ltd. from February 2002 to April 2004, both companies primarily engaged in the design and development of telecommunications software and wireless communication technologies, where he was responsible for product design and development. From April 2004 to September 2015, he worked at Qualcomm (Shanghai) Co., Ltd. ( ৷ஷΆุ၍ଣ(ɪऎ)ʮ̡), a company primarily engaged in the design, development and sales of chips, where he was responsible for product design, development and management and he served as senior staff engineer at the end of his tenure. Mr. Li obtained a bachelor’s degree in microelectronics and further obtained a master’s degree in microelectronics and solid-state electronics from Fudan University ( ూ͇ɽኪ) in the PRC in July 1998 and July 2001, respectively. Mr. Li was accredited as a senior engineer (ࢪin December 2018 by the Shanghai Municipal Human Resources and Social Security Bureau (ღ҅). Ms. Xu Hongru (ν), aged 46, is an executive Director. Ms. Xu joined our Company in September 2015 and has served as our director of research and development of chips since then. Ms. Xu was appointed as a Director in June 2017. She was redesignated as an executive Director in August 2025. Ms. Xu is responsible for overseeing the research and development of chips and managing technical coordination with external fabrication partners. Since May 2022, Ms. Xu has also served as a supervisor of Juxun Semiconductor Technology (Shanghai) Co., Ltd. (Ҧ(ɪऎ)ʮ̡), our wholly- owned subsidiary, responsible for supervision on its operations. Ms. Xu has over 21 years of experience in the semiconductor industry. Prior to joining our Group, from June 2004 to April 2006, Ms. Xu worked at Hangzhou Silan Microelectronics Co., Ltd. (ψɻᚆ ʮ̡), a company primarily engaged in the design of IC chip and the manufacturing of semiconductor microelectronics-related products, whose shares are listed on the Shanghai Stock Exchange (Stock code: 600460). From April 2006 and January 2010, she worked at ISSI (Shanghai) Co., Ltd. (ڃ ϓ̒ኬ᜗(ɪऎ)ʮ̡), a company primarily engaged in the design, manufacture and sales of integrated circuit products, where she was responsible for digital circuit and system design of chips and served as senior staff engineer at the end of her tenure. From January 2010 to April 2014, she was a logic design manager in Giantec Semiconductor (ʮ̡, formerly known as Giantec Semiconductor (Shanghai) Co., Ltd. ( ၳԕ̒ኬ᜗(ɪऎ)ʮ̡), a company primarily engaged in the research and development, manufacture and sales of integrated circuits products, whose shares are listed on the Shanghai Stock Exchange (Stock code: 688123). From April 2014 to September 2015, she was a senior design engineer at UNISOC (Shanghai) Co., Ltd. (ڦ(ɪऎ)ʮ̡), where she was responsible for research and development as well as design of chips. Ms. Xu obtained a master’s degree in engineering from Xidian University (Ҧɽኪ)i nt h e PRC in March 2004. Ms. Xu was accredited as a senior engineer (ࢪin December 2018 by the Shanghai Municipal Human Resources and Social Security Bureau (ღ҅). Non-executive Directors Mr. Ju Hua ( ᒴዏ), aged 32, is a non-executive Director. Mr. Ju joined our Company and was appointed as a non-executive Director in August 2025, responsible for the strategic oversight and corporate governance of our Group. DIRECTORS AND SENIOR MANAGEMENT – 203 – --- page 213 --- Mr. Ju has over 5 years of experience in equity investment. Prior to joining our Group, from December 2019 to October 2020, Mr. Ju was a project manager at Shanghai Chengtong Equity Investment Fund Management Co., Ltd. (ʮ̡), a company primarily engaged in private equity investment and fund management, where he was responsible for fundraising and investment. Since November 2020, he served as a director at Chengtong Mixed Reform Private Fund Management Co., Ltd. (ʮ̡), a company primarily engaged in private equity investment and fund management, where he is responsible for investment management. Mr. Ju obtained a master’s degree in accounting from Temple University in the U.S. in December 2017. Mr. Ju obtained the Fund Practitioner Qualification Certificate (ᗇ) issued by the Asset Management Association of China (ุ՘ึ) in March 2019. Mr. Sha Chongjiu (ɘ), aged 61, is a non-executive Director. Mr. Sha joined our Company and was appointed as a Director in October 2020. He was redesignated as a non-executive Director in August 2025, responsible for the overall strategic planning, business direction and management of our Group. Mr. Sha has over 26 years of experience in investment in Technology, Media, Telecom (TMT) industry, especially in the fields of semiconductor design and key components, including but not limited to the participation in the investment in Union Optech Co., Ltd. (ʮ̡)a sa director from December 2014 to December 2020, whose shares are listed on the Shenzhen Stock Exchange (Stock code: 300691), and Shanghai Fullhan Microelectronics Co., Ltd. (ʮ̡) as a director from April 2013 to March 2019, whose shares are listed on the Shenzhen Stock Exchange (Stock code: 300613). From April 1999 to April 2001, he worked at Legend Holdings Corporation ( ᑌซ ʮ̡). From May 2001 to April 2002, and again from June 2002 to April 2004, he worked at Legend Capital Limited (ʮ̡). He served as a managing director in Legend Capital Co., Ltd. (ʮ̡) from April 2001 to March 2019, a director in Hai Feng Investment Holding Limited (ʮ̡), one of our Shareholders, since January 2019, and he has served as a managing director in SL Capital (ʮ̡) since April 2019, where he was responsible for investment management. Mr. Sha obtained a bachelor’s degree in metallurgical machinery from Beijing Iron and Steel Institute Branch ( ̏ԯ፻᚛ኪ৫ʱ৫, the predecessor of Shougang Institute of Technology (፻ʈኪ৫) in the PRC in July 1987, and a master’s degree in business administration from Peking University ( ̏ԯ ɽኪ) in the PRC in July 1998. Mr. Sha served as a director of Beijing Aiermu Technology Co., Ltd. (ʮ̡), which was established on February 28, 2014 engaging in cloud-based video development business and was dissolved by striking off on March 20, 2024. Based on public search and as confirmed by Mr. Sha, it was dissolved due to such company’s failure to conduct its annual report filing for no business activity or ceased to have business prior to the dissolution. Mr. Sha further confirmed that, to his best knowledge, (i) such dissolved company was solvent immediately prior to its strike off and had no outstanding claim or liabilities arising from any material non-compliance incidents, and he has not received any notification on annual filing requirement of such company; (ii) he has not received any notification in respect of penalty, acting or proceeding from the competent authorities in the PRC as a result of the strike off; and (iii) he is not aware of any actual or potential claim which has been or will be made against him as a result of the strike off. Accordingly, to the best of knowledge, information and after due enquiry of our Directors, there was no proceeding or finding of fraud, dishonesty, misconduct or wrongful act on the part of Mr. Sha for such dissolution. Based on the foregoing, the Directors consider that such dissolution should not materially and negatively affect Mr. Sha’s suitability as a Director in accordance with Rules 3.08 and 3.09 of the Listing Rules. In respect of the dissolution of Beijing Aiermu Technology Co., Ltd., based on (i) Mr. Sha’s confirmations above; (ii) public information, inquiries with Mr. Sha and information available to Joint Sponsors, including but not limited to background search and litigation search conducted by an DIRECTORS AND SENIOR MANAGEMENT – 204 – --- page 214 --- independent third party; (iii) the PRC Legal Advisor’s view that the dissolution due to such company’s failure to commence operations after six months from its incorporation or cease operations for more than six months after commencement of operations arbitrarily without any justification is not a type of incidents that is considered to have an adverse effect on the suitability of a director; (iv) the Directors’ view that such dissolution should not negatively affect Mr. Sha’s suitability as a Director in accordance with Rules 3.08 and 3.09 of the Listing Rules; and also considering (v) Mr. Sha’s experience acting as a director in other listed companies during or after the period when Mr. Sha was a director of Beijing Aiermu Technology Co., Ltd. as disclosed above, nothing has come to the attention of the Joint Sponsors to cause them to reasonably doubt on Mr. Sha’s suitability to be a Director of the Company. Independent Non-executive Directors Dr. Chu Xiaowen ( Ⴃወ˖), aged 48, is an independent non-executive Director of our Company. Dr. Chu joined our Company and was appointed as an independent non-executive Director in August 2025, responsible for providing independent advice on the operations and management of our Group. Dr. Chu has over 21 years of experience in higher education and academic research. Prior to joining our Company, Dr. Chu held various academic positions including an assistant professor, an associate professor, a professor, and the Associate Head of Department of Computer Science of Hong Kong Baptist University from September 2003 to August 2021, and he has served as a professor at The Hong Kong University of Science and Technology (Guangzhou) since September 2021, where he is responsible for teaching and research in the field of Data Science and Analytics. Dr. Chu obtained a bachelor’s degree in computer science and technology from Tsinghua University (૶ശɽኪ) in the PRC in July 1999 and a doctoral degree in computer science from The Hong Kong University of Science and Technology in Hong Kong in November 2003. Mr. Jie Donghui (ሾ), aged 50, is an independent non-executive Director. Mr. Jie joined our Company and was appointed as an independent non-executive Director in August 2025. Mr. Jie is responsible for providing independent advice on the operations and management of our Group. Mr. Jie has extensive experience in artificial intelligence industry. Prior to joining our Company, from January 2015 to January 2019, Mr. Jie served as a vice president in Shanghai Xiangting Culture Propagation Limited (ʮ̡), a company primarily engaged in the operation of online audio platforms, where he was responsible for the artificial intelligence hardware. From May 2017 to December 2020, he held various positions including served as a software architect and the vice president of smart ecosystem during his tenure in Baidu (China) Co., Ltd. (ܓ(ʕ਷)ʮ̡), where he was responsible for application of artificial intelligence. From January 2021 to May 2025, he worked at Shanghai Xiaodu Technology Co., Ltd. (ʮ̡), a company primarily engaged in artificial intelligence technology, and he worked at Manpower Enterprise Management Consulting (Shanghai) Co., Ltd. since June 2025. Mr. Jie obtained a bachelor’s degree in microelectronics from Fudan University ( ూ͇ɽኪ)i nt h e PRC in July 1998. Mr. Jie served as a director of TpTech Limited (ʮ̡) prior to its dissolution. Based on public search and Mr. Jie’s confirmation, such company was established on July 15, 2013 and was dissolved by striking off on March 17, 2017 due to its failure to conduct annual inspection for no business activity or ceased to have business prior to the dissolution. Mr. Jie further confirmed that, to the best of his knowledge, (i) such dissolved company was solvent immediately prior to its strike off and had no outstanding claim or liabilities arising from any material non-compliance incidents, and he had not received any notification regarding the annual inspection requirement for companies without business activities; (ii) he has not received any notification in respect of penalty, acting or proceeding from the competent authorities in Hong Kong as a result of the strike off; and (iii) he is not aware of any actual or potential claim which has been or will be made against him as a result of the strike off. Accordingly, to the best of knowledge, information and after due enquiry of our Directors, there was no proceeding or DIRECTORS AND SENIOR MANAGEMENT – 205 – --- page 215 --- finding of fraud, dishonesty, misconduct or wrongful act on the part of Mr. Jie for such dissolution. Based on the foregoing, the Directors consider that such dissolution should not materially and negatively affect Mr. Jie’s suitability as a Director in accordance with Rules 3.08 and 3.09 of the Listing Rules. In respect of the dissolution of TpTech Limited, based on (i) Mr. Jie’s confirmations above; (ii) public information, inquiries with Mr. Jie and information available to Joint Sponsors, including but not limited to background search and litigation search conducted by an independent third party; (iii) the Directors’ view that such dissolution should not negatively affect Mr. Jie’s suitability as a Director in accordance with Rules 3.08 and 3.09 of the Listing Rules; and also considering (iv) such dissolution occurred some time ago and it has no subsequent proceeding, nothing has come to the attention of the Joint Sponsors to cause them to reasonably doubt on Mr. Jie’s suitability to be a Director of the Company. Ms. Cheung Suet Fong (ٹ)aged 42, is an independent non-executive Director. Ms. Cheung joined our Company and was appointed as an independent non-executive Director in August 2025, responsible for providing independent advice on the operations and management of our Group. Ms. Cheung has over 20 years of experience in accounting. Prior to joining our Company, Ms. Cheung has served as an associate partner in Prime & Co. Certified Public Accountants since June 2005, where she was responsible for consultancy, accounting, auditing and taxation-related works. Ms. Cheung obtained a bachelor’s degree in business administration in accounting from Hong Kong University of Science and Technology in Hong Kong in November 2005. Ms. Cheung is a certified public accountant of Accounting and Financial Reporting Council since January 2025. SENIOR MANAGEMENT Dr. Li Mengxiong ( ҽྫྷඪ), aged 48, is the chairman of the Board, an executive Director and the chief executive officer of our Company. See “—Directors—Executive Directors” for his biographical details. Mr. Zhu Shouteng ( ϡςᙜ), aged 43, is an executive Director and the president of our Company. See “—Directors—Executive Directors” for his biographical details. Mr. Li Shuguang ( ҽᏣΈ), aged 49, is an executive Director and the vice president of our Company. See “—Directors—Executive Directors” for his biographical details. Ms. Xu Y alei ( ஢ඩᑜ), aged 33, is the chief financial officer of our Company. Ms. Xu joined our Company since March 2022. Ms. Xu was appointed as the chief financial officer of our Company in October 2024 and was appointed as our joint company secretary in August 2025, responsible for overseeing our Company’s overall financial management, capital market affairs, legal affairs and internal control. Ms. Xu has over 10 years of experience in the financial services industry and in the investment and finance management related to the semiconductor industry. Prior to joining our Company, from April 2019 to February 2022, Ms. Xu worked as a private equity investor at SL Capital (ࠢ ʮ̡), a semiconductor focused investment firm jointly managed by Legend Capital Co., Ltd. ( ёᑌ༟͉ ʮ̡) and SK Group. Ms. Xu obtained a master’s degree in business administration with a concentration in finance from China Europe International Business School ( ʕᆄ਷ყʈਠኪ৫) in the PRC in April 2019. Ms. Xu obtained the Fund Practitioner Qualification Certificate (ᗇ) issued by the Asset Management Association of China (ุ՘ึ) in January 2020. DIRECTORS AND SENIOR MANAGEMENT – 206 – --- page 216 --- Save as disclosed in this section, none of our Directors and senior management held directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years immediately preceding the Latest Practicable Date. As at the Latest Practicable Date, save as disclosed in this section, there were no other matters relating to the appointment of our Directors that need to be brought to the attention of the Shareholders and there was no other information relating to our Directors that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules. Please refer to “4. Disclosure of Interests” in Appendix IV to this prospectus for the interests of our Directors and chief executive in our Shares within the meaning of Part XV of the SFO. JOINT COMPANY SECRETARIES Ms. Xu Y alei ( ஢ඩᑜ) was appointed as one of our joint company secretaries since August 2025. Ms. Xu is the chief financial officer of our Company. For details, see “—Senior Management.” Ms. Shum Kit Han ( Ҋᆎ㛮) was appointed as one of our joint company secretaries since August 2025. She currently serves as a manager from Company Secretarial Services of Vistra Group. She is responsible for providing company secretarial and compliances services to listed companies. Ms. Shum has over 10 years of experience in company secretary and corporate governance field. She obtained her master’s degree in professional accounting and corporate governance in July 2015 and her bachelor’s degree in English for professional communication in November 2005, both from the City University of Hong Kong. She also obtained her executive diploma in anti-money laundering and counter-terrorist financing from the University of Hong Kong School of Professional and Continuing Education in October 2022, and a diploma in Spanish as a foreign language in September 2023. Ms. Shum is a fellow member of the Hong Kong Chartered Governance Institute; a Chartered Secretary, a Chartered Governance Professional and a fellow member of The Chartered Governance Institute in the United Kingdom, and a member of the executive committee of the Mexican Chamber of Commerce in Hong Kong. BOARD COMMITTEES Our Company has established three committees under the Board, namely the Audit Committee, the Remuneration and Appraisal Committee and the Nomination Committee. Audit Committee The Audit Committee consists of three Directors, namely Ms. Cheung Suet Fong, Mr. Jie Donghui and Mr. Chu Xiaowen, with Ms. Cheung Suet Fong currently serving as the chairman. Ms. Cheung Suet Fong has the appropriate professional qualification and experiences as required under Rules 3.10(2) and 3.21 of the Listing Rules. The Audit Committee is mainly responsible for reviewing and overseeing the financial reporting procedure, risk management and internal control system of our Group and has the terms of reference in compliance with the relevant PRC laws and regulations and Rule 3.21 of the Listing Rules and paragraph D.3 of part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. Remuneration and Appraisal Committee The Remuneration and Appraisal Committee consists of three Directors, namely Mr. Jie Donghui, Mr. Chu Xiaowen and Dr. Li, with Mr. Jie Donghui currently serving as the chairman. The Remuneration and Appraisal Committee is mainly responsible for evaluating the remuneration policies for Directors and senior management of our Group and making recommendations thereon to the Board and has the terms of reference in compliance with relevant laws and regulations of the PRC and paragraph E.1 of part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. DIRECTORS AND SENIOR MANAGEMENT – 207 – --- page 217 --- Nomination Committee The Nomination Committee consists of three Directors, namely Dr. Li, Mr. Jie Donghui and Ms. Cheung Suet Fong, with Dr. Li currently serving as the chairlady. The Nomination Committee is mainly responsible for identifying, screening and recommending to the Board qualified candidates to serve as the Directors and senior management and monitoring the procedures for evaluating the performance of the Board and has the terms of reference in compliance with the relevant laws and regulations of the PRC and paragraph B.3 of part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. DIVERSITY POLICY OF THE BOARD The Board has adopted a board diversity policy (the “Board Diversity Policy”) in order to enhance the effectiveness of our Board and to maintain high standard of corporate governance. The Board Diversity Policy sets out the criteria in selecting candidates to our Board, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. The ultimate decision will be based on merit and contribution that the selected candidates will bring to our Board. Our Directors have a balanced mix of knowledge and skills, including but not limited to overall business management, finance and accounting, robot technology and law. Our Board is of the view that our Board satisfies the Board Diversity Policy. Two of our Directors are female. Our Board will also ensure that appropriate balance of gender diversity is achieved with reference to investors’ expectation, and international and local recommended best practices. The Nomination Committee is responsible for reviewing the diversity of the Board. After Listing, the Nomination Committee will monitor and evaluate the implementation of the Board Diversity Policy from time to time to ensure its continued effectiveness. The Nomination Committee will also include in successive annual reports a summary of the Board Diversity Policy, including any measurable objectives set for implementing the Board Diversity Policy and the progress on achieving these objectives. CORPORATE GOVERNANCE Our Directors recognize the importance of good corporate governance in management and internal procedures so as to achieve effective accountability. Save as disclosed below, our Group is expected to comply with the code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. Pursuant to code provision C.2.1 of Part 2 of the Corporate Governance Code, companies listed on the Stock Exchange are expected to comply with, but may choose to deviate from the requirement that the roles of chairman and chief executive should be separate and should not be performed by the same individual. We do not have a separate chairman and chief executive. Dr. Li currently performs these two roles. Our Board believes that vesting the roles of both the chairman of our Board and chief executive officer in the same person has the benefit of (1) ensuring consistent leadership within our Company, (2) enabling more effective and efficient overall strategic planning for our Company, and (3) facilitating the flow of information between the management and our Board. Our Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable our Company to make and implement decisions promptly and effectively. Our Board will continue to review and consider splitting the roles of the chairman of our Board and the chief executive officer of our Company at a time when it is appropriate by taking into account the circumstances of our Company as a whole. COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT The compensation and remuneration of the Directors and members of the senior management of our Company are determined by the Shareholders’ meetings and the Board as appropriate in the form of salaries and bonuses. Our Company also reimburses them for expenses which are necessary and reasonably DIRECTORS AND SENIOR MANAGEMENT – 208 – --- page 218 --- incurred in providing services to our Company or discharging their duties in relation to the operations of our Company. When reviewing and determining the specific remuneration packages for our Directors and members of the senior management of our Company, the Shareholders’ meetings and the Board take into account factors such as salaries paid by comparable companies, time commitment, level of responsibilities, employment elsewhere in our Group and desirability of performance-based remuneration. As required by the relevant PRC laws and regulations, our Company also participates in various defined contribution plans organized by relevant provincial and municipal government authorities and welfare schemes for employees of our Company, including medical insurance, injury insurance, unemployment insurance, pension insurance, maternity insurance and housing provident fund. Our Company offers executive Directors and senior management members, who are our employees, compensation in the form of salaries, bonuses, social security plans, housing provident fund plans and other benefits. The independent non-executive Directors receive compensation based on their responsibilities. The aggregate amounts of remuneration of the Directors for the three years ended December 31, 2025, were RMB4.3 million, RMB4.4 million and RMB4.1 million, respectively. The aggregate amounts of remuneration of the five highest paid individuals, excluding Directors and chief executive, for the three years ended December 31, 2025, were RMB10.9 million, RMB9.9 million and RMB10.0 million, respectively. It is estimated that remuneration equivalent to approximately RMB4.7 million in aggregate in cash will be paid to the Directors by our Company for the year ending December 31, 2026, based on the arrangements in force as of the date of the prospectus. No remuneration was paid by our Company to the Directors or the five highest paid individuals as inducement to join or upon joining our Company or as a compensation for loss of office during the Track Record Period. Furthermore, none of the Directors had waived or agreed to waive any remuneration during the Track Record Period. COMPLIANCE ADVISOR Our Company appointed Maxa Capital Limited as the compliance advisor pursuant to Rules 3A.19 of the Listing Rules, and the compliance advisor will advise our Company as to compliance with the Listing Rules and other applicable laws, rules, codes and guidelines. Pursuant to Rule 3A.23 of the Listing Rules, the compliance advisor will advise our Company in the following circumstances: (i) before the publication of any regulatory announcement, circular or financial report; (ii) where a transaction, which might be a notifiable or connected transaction, is contemplated, including share issues and share repurchases; (iii) where our Company proposes to use the proceeds of the Global Offering in a manner that is different from that detailed in this prospectus or where our business activities, developments or results deviate from any forecasts, estimates or other information in this prospectus; and (iv) where the Stock Exchange makes an inquiry of our Company regarding unusual movements in the price or trading volume of the Shares, the possible development of a false market in the Shares or any other matters. Pursuant to Rule 3A.24 of the Listing Rules, the compliance advisor will, on a timely basis, inform our Company of any amendment or supplement to the Listing Rules that are announced by the Stock Exchange. The compliance advisor will also inform our Company of any new or amended law, regulation or code in Hong Kong applicable to us, and advise us on the applicable requirements under the Listing Rules and laws and regulations. DIRECTORS AND SENIOR MANAGEMENT – 209 – --- page 219 --- The terms of the appointment of the compliance advisor will commence on the Listing Date and end on the date when our Company distributes the annual report of its financial results for the first full financial year commencing after the Listing Date. CORE R&D TEAM MEMBERS For further details of the experience of our core R&D team members, see “Business—Research and Development—Our R&D Team and Core Members” in this prospectus. CONFIRMATION FROM OUR DIRECTORS Rule 8.10 of the Listing Rules Each of our Directors confirms that, as of the Latest Practicable Date, he or she did not have any interest in any business which competes, or is likely to compete, directly or indirectly, with our business, and requires disclosure under Rule 8.10 of the Listing Rules. Rule 3.09D of the Listing Rules Each of our Directors confirms that he or she (1) has obtained the legal advice referred to under Rule 3.09D of the Listing Rules on August 29, 2025; and (2) understands his or her obligations as a director of a listed issuer under the Listing Rules. Rule 3.13 of the Listing Rules Each of the independent non-executive Directors confirms (1) his/her independence as regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules; (2) that he/she has no past or present financial or other interest in the business of our Company or our subsidiaries or any connection with any core connected person of our Company under the Listing Rules as of the Latest Practicable Date; and (3) that there are no other factors that may affect his/her independence at the time of his/her appointment. DIRECTORS AND SENIOR MANAGEMENT – 210 – --- page 220 --- To the best of our Directors’ knowledge and information, the following persons will, immediately following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, have interests or short positions in our Shares or underlying Shares which would be required to be disclosed to our Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO or will, directly or indirectly, be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at any general meeting of our Company: As of the Latest Practicable Date Immediately following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares (without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme) Shareholder Nature of interest Number of Unlisted Shares Approximate percentage of shareholding in the total issued share capital of our Company Number of Shares (3) Description of Shares Approximate percentage of shareholding in the total issued share capital of our Company Dr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beneficial owner 34,130,460 10.48% 34,130,460 H Shares 9.00% Interest in controlled corporation (1)(4)(5) 57,301,400 17.60% 57,301,400 H Shares 15.12% Interest held jointly with another person (2) 13,586,460 4.17% 13,586,460 H Shares 3.58% Beneficial owner (7) 13,458,647 4.13% 13,458,647 Unlisted Shares 3.55% Mr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beneficial owner 13,586,460 4.17% 13,586,460 H Shares 3.58% Interest held jointly with another person (2) 91,431,860 28.08% 91,431,860 H Shares 24.12% Beneficial owner (7) 611,757 0.19% 611,757 Unlisted Shares 0.16% Shanghai Chuangyingrui /H1100Beneficial owner (1) 29,631,720 9.10% 29,631,720 H Shares 7.82% Shanghai Y aojun Management Consulting Co., Ltd. (ࠢ ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Interest in controlled corporation (4) 32,462,700 9.97% 32,462,700 H Shares 8.56% Interest in controlled corporation (5) 24,838,700 7.63% 24,838,700 H Shares 6.55% Shanghai Yingzhixin Enterprise Management Partnership Enterprise (Limited Partnership) (Άุ၍ଣΥ ྫΆุ(Υྫ)) /H1100/H1100/H1100 Interest in controlled corporation (4) 29,631,720 9.10% 29,631,720 H Shares 7.82% Zhu Shouteng ( ϡςᙜ) /H1100Interest in controlled corporation (4) 29,631,720 9.10% 29,631,720 H Shares 7.82% Beneficial owner (7) 3,262,703 1.00% 3,262,703 Unlisted Shares 0.86% SUBSTANTIAL SHAREHOLDERS –2 1 1– --- page 221 --- As of the Latest Practicable Date Immediately following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares (without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme) Shareholder Nature of interest Number of Unlisted Shares Approximate percentage of shareholding in the total issued share capital of our Company Number of Shares (3) Description of Shares Approximate percentage of shareholding in the total issued share capital of our Company Shanghai Ruizhichuang Enterprise Management Partnership Enterprise (Limited Partnership) (ɪऎቚʘ௴Άุ၍ଣΥ ྫΆุ(Υྫ)) /H1100/H1100/H1100 Interest in controlled corporation (4) 29,631,720 9.10% 29,631,720 H Shares 7.82% Shanghai Ruixinchuang /H1100Beneficial owner (1) 24,838,700 7.63% 24,838,700 H Shares 6.55% Shanghai Ruizhixin Enterprise Management Partnership Enterprise (Limited Partnership) (Άุ၍ଣΥ ྫΆุ(Υྫ)) /H1100/H1100/H1100 Interest in controlled corporation (5) 24,838,700 7.63% 24,838,700 H Shares 6.55% Xu Hongru (ν) /H1100/H1100/H1100Interest in controlled corporation (5) 24,838,700 7.63% 24,838,700 H Shares 6.55% Shanghai Ruizhiying Enterprise Management Partnership Enterprise (Limited Partnership) (Άุ၍ଣΥ ྫΆุ(Υྫ)) /H1100/H1100/H1100 Interest in controlled corporation (5) 24,838,700 7.63% 24,838,700 H Shares 6.55% Hai Feng Investment /H1100/H1100/H1100Beneficial owner (6) 20,963,160 6.44% 20,963,160 H Shares 5.53% Mixed Reform Fund /H1100/H1100/H1100Beneficial owner (6) 19,701,600 6.05% 19,701,600 H Shares 5.20% Jingwei /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beneficial owner (6) 19,547,160 6.00% 19,547,160 H Shares 5.16% (1) As of the Latest Practicable Date, Dr. Li controls each of Shanghai Chuangyingrui, Shanghai Ruixinchuang and Gongqingcheng SENASIC. Under the SFO, Dr. Li is deemed to be interested in the entire Shares held by each of Shanghai Chuangyingrui, Shanghai Ruixinchuang and Gongqingcheng SENASIC. (2) Dr. Li and Mr. Li are acting in concert. Under the SFO, each of Dr. Li and Mr. Li is deemed to be interested in the entire interest held by each other. (3) The number of Shares is presented based on the assumption that the Share Subdivision is completed. (4) The general partner of Shanghai Chuangyingrui and Gongqingcheng SENASIC is Shanghai Y aojun Management Consulting Co., Ltd., which is wholly owned by Dr. Li. Shanghai Yingzhixin Enterprise Management Partnership Enterprise (Limited Partnership) and Shanghai Ruizhichuang Enterprise Management Partnership Enterprise (Limited Partnership) holds approximately 40.88% and 32.30% limited partnerships in Shanghai Chuangyingrui, respectively. Shanghai Yingzhixin Enterprise Management Partnership Enterprise (Limited Partnership) is controlled by Shanghai Y aojun Management Consulting Co., Ltd., its general partner, and is owned as to 80.92% by Zhu Shouteng, one of its limited partners. Shanghai Ruizhichuang Enterprise Management Partnership Enterprise (Limited Partnership) is controlled by Shanghai Y aojun Management Consulting Co., Ltd., its general partner, and is owned as to 89.17% by Dr. Li, one of its limited partners. Save as disclosed above, no other limited partners holds more than one third of limited partnership in the foregoing limited partnership. As such, each of Shanghai Y aojun Management Consulting Co., Ltd., Shanghai Yingzhixin Enterprise Management Partnership Enterprise (Limited Partnership), Zhu Shouteng, Shanghai Ruizhichuang Enterprise Management Partnership Enterprise (Limited Partnership) and Dr. Li is deemed to be interested in the Shares held by Shanghai Chuangyingrui under the SFO. SUBSTANTIAL SHAREHOLDERS – 212 – --- page 222 --- (5) The general partner of Shanghai Ruixinchuang is Shanghai Y aojun Management Consulting Co., Ltd. Shanghai Ruizhixin Enterprise Management Partnership Enterprise (Limited Partnership) and Shanghai Ruizhiying Enterprise Management Partnership Enterprise (Limited Partnership) holds 66.31% and 33.69% limited partnership of Shanghai Ruixinchuang, respectively. Shanghai Ruizhixin Enterprise Management Partnership Enterprise (Limited Partnership) is controlled by Shanghai Y aojun Management Consulting Co., Ltd., its general partner and owned as to 37.12% by Xu Hongru, one of its limited partners. Shanghai Ruizhiying Enterprise Management Partnership Enterprise (Limited Partnership) is controlled by Shanghai Y aojun Management Consulting Co., Ltd., its general partner and owned as to 42.80% by Dr. Li, one of its limited partners. Save as disclosed above, no other limited partners holds more than one third of limited partnership in the foregoing limited partnership. As such, each of Shanghai Y aojun Management Consulting Co., Ltd., Shanghai Ruizhixin Enterprise Management Partnership Enterprise (Limited Partnership), Xu Hongru, Shanghai Ruizhiying Enterprise Management Partnership Enterprise (Limited Partnership) and Dr. Li is deemed to be interested in the Shares held by Shanghai Ruixinchuang under the SFO. (6) See “History, Development and Corporate Structure—Pre-IPO Investments” for details of the beneficial interests of such investor. (7) Represents relevant personnel’s entitlement to receive up to such number of Shares pursuant to the exercise of options granted to him under the 2026 Pre-IPO Share Option Scheme, subject to the conditions (including vesting conditions) of those options. Save as disclosed above and in “Appendix IV—Statutory and General Information” of this prospectus, our Directors are not aware of any person who will, immediately following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares (and the offering of any additional H Shares pursuant to the Over-allotment Option or the 2026 Pre-IPO Share Option Scheme), have an interest or short position in the Shares or underlying shares of our Company which would be required to be disclosed to our Company and the Stock Exchange under Divisions 2 and 3 of Part XV of the SFO or will, directly or indirectly, be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of our Company or any other members of our Group. SUBSTANTIAL SHAREHOLDERS – 213 – --- page 223 --- This section presents certain information regarding our share capital prior to and following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares. BEFORE THE GLOBAL OFFERING As of the Latest Practicable Date and immediately prior to the Global Offering and the Conversion of Unlisted Shares into H Shares, the registered and issued share capital of our Company was RMB16,281,741, comprising 325,634,820 Unlisted Shares with a nominal value of RMB0.05 each. UPON COMPLETION OF THE GLOBAL OFFERING Immediately following completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, the registered and issued share capital of our Company will be as follows: Description of Shares Number of Shares Approximate percentage of the enlarged issued share capital after the Global Offering Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– H Shares converted from Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100325,634,820 85.91% H Shares to be issued under the Global Offering /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110053,407,000 14.09% Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100379,041,820 100.00% See “—Conversion of Unlisted Shares into H Shares” below for details of the identities of our Shareholders whose Shares will remain as Unlisted Shares and whose Shares will be converted into H Shares upon Listing. Immediately following completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, assuming that the Over-allotment Option is fully exercised and without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, our registered and issued share capital will be as follows: Description of Shares Number of Shares Approximate percentage of the enlarged issued share capital after the Global Offering Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– H Shares converted from Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100325,634,820 84.13% H Shares to be issued under the Global Offering /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110061,418,000 15.87% Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100387,052,820 100.00% See “—Conversion of Unlisted Shares into H Shares” below for details of the identities of our Shareholders whose Shares will remain as unlisted Shares and whose Shares will be converted into H Shares upon Listing. OUR SHARES Upon completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, the Shares will consist of Unlisted Shares and H Shares. Unlisted Shares and H Shares are all ordinary Shares in the share capital of our Company. Apart from certain qualified domestic institutional investors in the SHARE CAPITAL – 214 – --- page 224 --- PRC, the qualified PRC investors under the Shanghai-Hong Kong Stock Connect and the Shenzhen- Hong Kong Stock Connect and other persons who are entitled to hold our H Shares pursuant to relevant PRC laws and regulations or upon approvals of any competent authorities, H Shares generally cannot be subscribed for by or traded between legal or natural PRC persons. Unlisted Shares can only be subscribed for by and traded between legal or natural PRC persons, qualified foreign institutional investors and foreign strategic investors. H Shares may only be subscribed for and traded in Hong Kong dollars. Unlisted Shares, on the other hand, may only be subscribed for and transferred in Renminbi. Unlisted Shares and H Shares are regarded as one class of Shares under our Articles of Association. Our Unlisted Shares are not listed or traded on any stock exchange. RANKING Save as described in this prospectus, Unlisted Shares and H Shares shall rank pari passu with each other in all other respects and, in particular, will rank equally for dividends or distributions declared, paid or made. All dividends in respect of the H Shares are to be paid by us in Hong Kong dollars whereas all dividends in respect of Unlisted Shares are to be paid by us in Renminbi. In addition to cash, dividends may be distributed in the form of Shares. For holders of H Shares, dividends in the form of Shares will be distributed in the form of additional H Shares. For holders of Unlisted Shares, dividends in the form of Shares will be distributed in the form of additional Unlisted Shares. CONVERSION OF UNLISTED SHARES INTO H SHARES According to stipulations made by the State Council’s securities regulatory authority and the Articles of Association, our Unlisted Shares may be converted into H Shares, and such converted H Shares may be listed or traded on an overseas stock exchange, provided that prior to the conversion and trading of such converted Shares, the requisite internal approval processes have been duly completed and the approvals from the relevant PRC regulatory authorities, including the CSRC, and the relevant overseas stock exchange have been obtained. In addition, such conversion, trading and listing shall in all respects comply with the regulations prescribed by the State Council’s securities regulatory authorities and the regulations, requirements and procedures prescribed by the relevant overseas stock exchange. The Conversion of Unlisted Shares into H Shares will involve an aggregate of 325,634,820 Unlisted Shares held by 47 existing Shareholders (the “Full Circulation Participating Shareholders”), representing all the total issued Shares of our Company as of the Latest Practicable Date and approximately 85.91% of the total enlarged issued Shares of our Company upon completion of the Conversion of Unlisted Shares into H Shares and the Global Offering (without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme). If any other of the Unlisted Shares are to be converted, listed and traded as H Shares on the Stock Exchange, such conversion, listing and trading will need the approval of the relevant PRC regulatory authorities, including the CSRC, and the approval of the Stock Exchange. We will apply for the listing of all or any portion of the Unlisted Shares on the Stock Exchange as H Shares to ensure that the conversion process can be completed promptly upon notice to the Stock Exchange and delivery of Shares for entry on the H Share register. Approval of Shareholders at a general meeting is not required for the listing and trading of the converted Shares on an overseas stock exchange. Listing Review and Approval by the CSRC In accordance with the Guidelines for Applying “Full Circulation” for Domestic Unlisted Shares of H-share Listed Companies (H΅͡ሗ“ஷ”ˏ) and Trial Administrative Measures and relevant five guidelines announced by the CSRC, H-share listed companies which apply for the conversion of domestic unlisted shares into H shares for listing and circulation on the Stock Exchange shall conform to relevant regulations promulgated by the CSRC, and authorize the company to file with the CSRC on their behalf. We have filed with the CSRC for, and received the filing notice from the CSRC dated January 30, 2026 in relation to the Global Offering and the conversion of 325,634,820 Unlisted Shares (taking into account the Share Subdivision) into H Shares on a one-for-one basis upon Listing. SHARE CAPITAL – 215 – --- page 225 --- Listing Approval by the Stock Exchange We have applied to the Listing Committee of the Stock Exchange for the granting of listing of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering (including any H Shares which may be issued pursuant to the exercise of the Over-allotment Option) and to be converted from 325,634,820 Unlisted Shares and the Shares to be issued pursuant to the exercise of options under the 2026 Pre-IPO Share Option Scheme, which is subject to the approval by the Stock Exchange. We will perform the following procedures for the Conversion of Unlisted Shares into H Shares after receiving the approval of the Stock Exchange: (1) giving instructions to our H Share Registrar regarding the relevant share certificates of the converted H Shares; and (2) enabling the converted H Shares to be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS. The Full Circulation Participating Shareholders may only deal in the H Shares upon completion of the domestic procedures as disclosed in this section. TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL OFFERING The PRC Company Law provides that in relation to the public offering of a company, the shares issued prior to the public offering shall not be transferred within a period of one year from the date on which the publicly offered shares are listed on any stock exchange. Accordingly, Shares issued by our Company prior to the Listing Date shall be subject to this statutory restriction and not be transferred within a period of one year from the Listing Date. REGISTRATION OF SHARES NOT LISTED ON AN OVERSEAS STOCK EXCHANGE According to the Guidelines for the “Full Circulation” Program for Domestic Unlisted Shares of H-share Listed Companies (H΅͡ሗ“ஷ”ˏ) announced by the CSRC, the domestic shareholders of unlisted shares shall handle share transfer registration business in accordance with the relevant business rules of CSDC. Further, H-share companies should submit the relevant status reports to the CSRC within 15 days after the transfer registration with the CSDC of the shares involved in the application is completed. CIRCUMSTANCES UNDER WHICH GENERAL MEETING IS REQUIRED For details of circumstances under which our Shareholders’ general meeting is required, please see “Appendix III—Shareholders and Shareholders’ Meetings—General Rules for Shareholders’ Meetings” in this prospectus. SHARE CAPITAL – 216 – --- page 226 --- You should read the following discussion and analysis in conjunction with our audited consolidated financial statements, including the notes thereto included in the Accountants’ Report set out in Appendix I to this prospectus. You should read the entire Accountants’ Report in Appendix I to this prospectus and not rely merely on the information contained in this section. The Accountants’ Report has been prepared in accordance with the HKFRS Accounting Standards, which may differ in material aspects from generally accepted accounting principles in other jurisdictions. Our historical results do not necessarily indicate results expected for any future periods. The following discussion and analysis contain forward-looking statements that reflect our current views with respect to future events and financial performance that involve risks and uncertainties. These statements are based on our assumptions and analysis in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However , whether actual outcomes and developments will meet our expectations and predictions depends on a number of risks and uncertainties. In evaluating our business, you should carefully consider the information provided in the sections headed “Forward-looking Statements” and “Risk Factors” in this prospectus. OVERVIEW We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor chips. We are the third largest automotive wireless sensor SoC company globally and the largest automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S report. We offer a comprehensive portfolio of sensor SoC products for a broad array of sensing settings, primarily including: (1) intelligent tire sensing SoCs; (2) BMS SoCs; (3) USI SoCs; and (4) others, such as USS SoCs. As of December 31, 2025, the cumulative shipment volume of our automotive sensor SoCs reached 241.9 million units. Our revenue was RMB223.5 million, RMB347.5 million and RMB477.9 million in 2023, 2024 and 2025, respectively. We recorded gross profit RMB37.1 million, RMB70.6 million and RMB133.6 million in 2023, 2024 and 2025, respectively, and loss for the year of RMB355.8 million, RMB351.3 million and RMB330.6 million in the same periods, respectively. We recorded adjusted loss for the year (non-HKFRS measure) of RMB187.5 million, RMB97.2 million and RMB31.9 million in the same periods, respectively. KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS Our results of operations are influenced by general factors that shape the markets that we operate in, as well as such factors that similarly affect other industry players. For instance, our results of operations are affected by the growing adoption of NEVs globally in recent years, in particular that in China, the related development of safety and other standards and the changes in vehicle design. Specifically, we have benefited from the rapid development of the wireless sensor SoC market, as evidenced by the rapid sales growth of our intelligent tire sensing SoCs during the Track Record Period. According to the F&S report, it is expected that the global market size of automotive wireless sensor SoCs in terms of revenue will increase from RMB4.3 billion in 2026 to RMB25.1 billion in 2030, at a CAGR of 55.3%. We expect to continue to leverage from the market tailwinds of the wireless sensor SoC industry to drive our sales and revenue growth in the future. In particular, we expect that our wBMS product will be one of our next growth engines. According to the F&S report, the market for wBMS SoC is projected for long-term growth, with global revenue increasing from RMB0.1 billion in 2027 to RMB22.2 billion by 2030, at a CAGR of 457.5%. As a sensor SoC provider, we offer our products to downstream sectors (e.g., automotive OEMs and Tier 1 suppliers, and energy storage enterprises), which will then integrate and deploy our products in their end products or operations (e.g., vehicles and energy storage systems). Due to the nature of such product applications, our results of operations are much influenced by demand-side evolvements of our downstream sectors. We have a proven track record in serving the automotive-grade sector, which has FINANCIAL INFORMATION – 217 – --- page 227 --- witnessed significant market growth and, in the meantime, undergone fundamental developments in terms of technological advancements and the establishment and elevation of industry standards, such as the formulation of various safety and performance standards of relevant parts and components for EVs. Guided by our “Product-market Fit” principle and innovation-led value proposition, we have been able to capitalize on the significant business opportunities in the automotive sector by precisely and timely matching our capabilities with high-growth application scenarios, such as in intelligent tire sensing and BMS. As a result, our rapid expansion during the Track Record Period was also partly propelled by the strong demand-side growth and heightened industry requirements over the same period. Going forward, we expect that similar downstream evolvements will have continual impacts on our performance, and we intend to reinforce our product and technology advantages and address downstream demands that enable us to capture favorable market trends and compete effectively. In addition to these general factors, our results of operations are also affected by the following company-specific factors. Our Ability to Develop Competitive Products and Address Downstream Demands The competitiveness of our sensor SoC products, in particular our wireless sensor SoC products, is the pillar of our business strengths and key to our financial performance. Since our inception, we have invested significant resources in and curated a strong product portfolio winning high market recognition, which has contributed significantly to our revenue growth. We are the third largest automotive wireless sensor SoC company globally and the largest automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S report. During the Track Record Period, our total revenue increased from RMB223.5 million for 2023 to RMB347.5 million for 2024, and further to RMB477.9 million for 2025. Such growth was underpinned by the competitiveness of the relevant products, including their technological and functional advantages and the close fit of such products with imminent market needs. To achieve further growth, we must ensure the market position of our existing products and innovate new products to tap in the underserved or unserved business opportunities. The competitiveness of our sensor SoCs depends on a variety of internal and external factors. As the sensor SoC sector, in particular wireless sensor SoC segment, is characterized by high technical requirements, continual technology advancements, frequent product innovations and elevating industry standards, the competitiveness of our sensor SoCs is highly dependent on our ability to constantly align ourselves with these goals in a manner that outperforms our peers. This in turn mandates us, among others, to reinforce our technology advantage and strengthen our R&D capabilities. Specifically, as our products are deployed by our customers in their end products or operations, our ability to understand, address and even predict their needs, keep up with industry trends and standards and develop products tailored to such needs and trends effectively is crucial to the value of our products to customers. Moreover, due to the nature of the applications of our products, the competitiveness of our products also depends on the degree of cost-savings and engineering efficiency, satisfaction of compliance requirements and other practical benefits that our products can bring to our customers. In addition, the competitiveness of our products remains to be affected by the general industry landscape, including the products and solutions offered by other domestic and international players and the relative benefits and costs of our products versus theirs. Going forward, we expect that the robustness of our existing product portfolio, such as our TPMS SoCs and BMS SoCs, will continue to empower our near-term growth. Moreover, as we have set our foothold in wBMS SoCs under our technology roadmap and been establishing our early-mover advantages in this high-potential market segment, we also expect to drive our mid- and long-term growth with our wBMS SoCs. In addition, while we expect to broaden and deepen the applications of our products in the automotive-grade sector, thereby enhancing the efficiency of our monetization efforts, we also intend to extend our product portfolio to suitable adjacent fields, such as energy storage and industrial electronics sectors, to diversify our revenue streams and growth engines. FINANCIAL INFORMATION – 218 – --- page 228 --- Our Technological Advantages and R&D Capabilities We have built our accomplishments to date upon our technological advantages, which supports the competitiveness of our products and empowers efficient product innovations and development. Since our inception, we have established a proprietary sensor SoC platform that integrates sensing, processing and wireless transmission capabilities, coupled with wireless radio frequency technologies, automotive-grade capabilities and engineering capabilities, which together form our technology foundation. We believe that these technological advantages will continue to underpin our commercial success. Our R&D capabilities are the cornerstone of our technology advantage, enabling our product development, upgrades and extension. We have steadily invested substantial resources in our R&D efforts since our inception. We expect to continue to invest substantial resources in our R&D efforts, including harnessing our R&D team with relevant knowledge, expertise and acumen, and engaging in R&D activities for product development, upgrades and extension and technology enhancements. As a result, our research and development costs may fluctuate along with, among others, development progress of our new products and the recruitment, retention and incentivization of our R&D personnel. To the extent that we increase our investments in R&D personnel and activities, our research and development costs may increase in absolute amount and/or as a percentage of our total revenue and operating expenses. In addition, our R&D activities come with uncertainties in the process and outcome, and we may not predict the results of and return on such investment, which may in turn affect our results of operations. Effectiveness, Stability and Resilience of Our Supply Chain Our supply chain capabilities are crucial to our ability to constantly deliver high-quality products that satisfy customer requirements, as well as our ability to achieve cost management and improve profitability. Under our fabless model, we focus on the R&D and design of SoCs while outsourcing wafer fabrication, chip packaging and testing to third parties. We have established long collaborations with a number of leading foundries and packaging and testing service providers with rich experience in automotive-grade products, to ensure the integrity and stability of our supply chain, which are pivotal to our proven record of mass production and successful delivery. Our ability to maintain stable and virtuous business relationship with these suppliers, collaborate with them in a cohesive and efficient manner and secure their capacity on favorable or reasonable commercial terms that meet our requirements is essential to our fulfillment capabilities. Similar to other fabless players in the semiconductor industry, our cost of sales, gross profit and results of operations are structurally affected by global and local supply chain status of the semiconductor sector, the availability, abundance and timeliness of raw materials and our suppliers’ manufacturing capacity. These factors will affect our cost level, in particular our materials costs which have a vital impact on our profitability, and we may adjust our stock preparation and procurement strategies from time to time in light of these evolving supply chain conditions, which may affect our margin. Our cost of sales amounted to RMB186.3 million, RMB276.9 million and RMB344.3 million for 2023, 2024 and 2025, respectively, representing 83.4%, 79.7% and 72.0% of our total revenue for the same periods, respectively. Our cost of sales primarily consisted of materials costs and processing costs. Our materials costs amounted to RMB118.4 million, RMB154.7 million and RMB204.7 million for 2023, 2024 and 2025, respectively, representing 63.6%, 55.9% and 59.4% of our total cost of sales for the same periods, respectively. Specifically, we incurred heightened cost of sale in 2023 as we consumed the relevant inventories that we had procured in advance in light of the cyclical impact of the semiconductor sector supply chain, which had lowered our profit margin in 2023. For details, see “—Period to Period Comparison of Results of Operations.” We expect that our results of operations will continue to be affected by changes in the supply chain, as well as our strategies in response to these supply chain fluctuations. FINANCIAL INFORMATION – 219 – --- page 229 --- Our Ability to Achieve Operating Efficiency As we expanded our scale of operations, our ability to achieve operating efficiency has become more important to our results of operations. Specifically, our results of operations are also affected by our operating expenses, including our selling and marketing costs and administrative expenses. While we recorded greater selling and marketing costs and administrative expenses during the Track Record Period, in line with our expanded scale of operations, we were able to maintain these expenses at reasonable levels compared with our growth. Our selling and marketing costs amounted to RMB11.5 million, RMB15.8 million and RMB19.7 million for 2023, 2024 and 2025, respectively, representing 5.1%, 4.5% and 4.1% of our total revenue for the same periods, respectively. Our administrative expenses amounted to RMB41.0 million, RMB45.0 million and RMB65.4 million for 2023, 2024 and 2025, respectively, representing 18.3%, 12.9% and 13.7% of our total revenue for the same periods, respectively. Going forward, we may continue to incur increasing operation expenses due to increased employee headcount and greater operating expenditure to meet the increasing needs of our business operations. Our profitability will also depend on, among others, our ability to enhance operating efficiency, attain economies of scale and achieve operating leverage to keep these costs at levels commensurate with our business growth. BASIS OF PREPARATION The historical financial information has been prepared in accordance with all applicable HKFRS Accounting Standards, which collective term includes all applicable individual HKFRS Accounting Standards, Hong Kong Accounting Standards and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”). The HKICPA has issued a number of new and revised HKFRS Accounting Standards. For the purpose of preparing this historical financial information, we have adopted all applicable new and revised HKFRS Accounting Standards to the Track Record Period, except for any new standards or interpretations that are not yet effective for the Track Record Period. The revised and new accounting standards and interpretations issued but not yet effective for the Track Record Period are set out in Note 32 to the Accountants’ Report in Appendix I to this prospectus. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS We have identified certain accounting policies that are significant to the preparation of our consolidated financial statements. Some of our accounting policies require us to apply estimates and assumptions as well as complex judgments related to accounting items. The estimates and assumptions we use and the judgments we make in applying our accounting policies have a significant impact on our financial position and operational results. Results may differ from these estimates under different assumptions and conditions. Our management continually evaluates such estimates, assumptions and judgments based on historical experience and other assumptions which our management believes to be reasonable under the circumstances. We set forth below accounting policies that we believe involve the most significant estimates, assumptions and judgments used in the preparation of our financial statements. Our material accounting policy information, as well as our key source of estimation uncertainties, which is important for understanding our financial condition and results of operations, set forth in Notes 2 and 3 to the Accountants’ Report in Appendix I to this prospectus. Revenue from Contracts with Customers We principally generate revenue from sales of high-performance automotive-grade chips and power ICs products. We are the principal for our revenue transactions and recognize revenue on a gross basis. In determine whether we act as principal or as an agent, we consider whether we obtain control of the products before they are transferred to the customers. Control refers to our ability to direct the use of and obtain substantially all of the remaining benefits from the products. FINANCIAL INFORMATION – 220 – --- page 230 --- Revenue from sales of our products is recognized when the customer takes possession of and accepts the products. Revenue excludes value added tax or other sales taxes and is after deduction of other sales taxes or any trade discounts. Inventories Inventories are carried at the lower of cost and net realizable value. Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Goodwill Goodwill arising on acquisition of business is measured at cost less accumulated impairment losses and is tested annually for impairment. Impairment of goodwill We determine whether goodwill acquired through business combinations is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. An impairment loss is recognized in profit or loss if the carrying amount of the goodwill, or the cash-generating units to which it belongs, exceeds their recoverable amount. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components). Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss. Depreciation is calculated to write off the cost or valuation of items of property, plant and equipment less their estimated residual values, if any, using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss. The estimated useful lives for the current and comparative periods are as follows: Equipment and machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 years V ehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 years Office equipment and furniture /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-5 years Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shorter of useful lives or lease term Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. FINANCIAL INFORMATION – 221 – --- page 231 --- Construction in progress represents property, plant and equipment under construction and equipment pending installation, and is stated at cost less impairment losses. Capitalization of construction in progress costs ceases and the construction in progress is transferred to property, plant and equipment when substantially all of the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided in respect of construction in progress until it is substantially completed and ready for its intended use. Impairment Assessment for Non-financial Assets At each reporting date of the Track Record Period, our Directors had performed the necessary assessment in accordance with IAS 36, based on the assessment made by us:  the long-term non-financial assets (e.g. property, plant and equipment, right-of-use assets, and intangible assets) of a cash-generating unit (“CGU”) related to sales of automotive chips; and  the goodwill and intangible assets identified through business acquisition, together with other long-term non-financial assets of the other CGU related to sales of consumer electronics chips. Assessment of impairment on CGU of automotive electronics sector The automotive electronics sector is in loss-making position during the Track Record Period. During the respective ramp-up periods along with the rapid development of the automotive electronics industry, we need to invest a significant amount of technical and management personnel expenses as well as R&D materials with only a limited amount of revenue and relatively low gross profit margin achieved in their early stage of market or clients’ expansion. Throughout the Track Record Period and in the near future, we expect that, with our business expansion in automotive electronics market and the enhanced net profit generation capacity, we will further achieve a substantial increase in revenue and gross profit, thus achieving breakeven of net profit in the near future and subsequently realize profitability. In view of the above, we have concluded that no indication of impairment is identified either at the level of an individual asset or the CGU that would trigger an impairment testing during the Track Record Period. Assessment of impairment on CGU of consumer electronics sector Despite that the actual financial performance of consumer electronic sector did not meet the forecast made at the time of acquisition, it was still in a continuous profit-making position during the Track Record Period. In view of this, we have concluded that no indication of impairment is identified on the non-financial assets. As of December 31, 2025, the non-financial assets of consumer electronics sector mainly consisted of machinery equipment and right-of-use assets with carrying amount of RMB0.4 million. Financial Instruments Issued to Investors We recognize as a financial liability our obligation to purchase our own equity instruments for cash or another financial asset. The financial liability is measured at the highest present value of the settlement amounts that can arise. Any changes in the carrying amount of the financial liability arising from the remeasurement of the redemption amount is recognized in profit or loss. We derecognize the financial liability when, and only when, our obligation is discharged, canceled or has expired. FINANCIAL INFORMATION – 222 – --- page 232 --- RESULTS OF OPERATIONS The following table sets forth a summary of our consolidated statements of profit or loss and other comprehensive income items for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount %o f Revenue Amount %o f Revenue Amount %o f Revenue (RMB in thousands, except for percentages) Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(186,337) (83.4) (276,936) (79.7) (344,273) (72.0) Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0 Other net income/(losses) /H1100/H1100/H1100(1,376) (0.6) (1,805) (0.5) 5,478 1.1 Selling and marketing costs /H1100/H1100(11,455) (5.1) (15,794) (4.5) (19,656) (4.1) Administrative expenses /H1100/H1100/H1100/H1100(40,951) (18.3) (44,984) (12.9) (65,353) (13.7) Research and development costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(95,891) (42.9) (107,901) (31.0) (101,531) (21.2) Impairment losses on goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(76,136) (34.1) – – – – Loss from operations /H1100/H1100/H1100/H1100/H1100/H1100(188,663) (84.4) (99,880) (28.6) (47,474) (9.9) Other finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,231) (1.0) (298) (0.1) (802) (0.2) Changes in the carrying amount of liabilities recognized for financial instruments issued to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(164,506) (73.6) (251,161) (72.3) (282,288) (59.1) Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100(355,400) (159.0) (351,339) (101.0) (330,564) (69.2) Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(401) (0.2) – – – – Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (159.2) (351,339) (101.0) (330,564) (69.2) Non-HKFRS Measure To supplement our consolidated financial statements which are presented in accordance with the HKFRS Accounting Standards, we also use adjusted loss for the year (non-HKFRS measure) as additional financial measure, which is not required by, or presented in accordance with, the HKFRS Accounting Standards. We believe that such non-HKFRS measure facilitate comparisons of operating performance from period to period and company to company by eliminating potential impacts of certain items. We believe that such measure provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as they help our management. However, our presentation of adjusted loss for the year (non-HKFRS measure) may not be comparable to similarly titled measures presented by other companies. The use of such non-HKFRS measure has limitations as an analytical tool, and you should not consider them in isolation from, or as substitute for analysis of, our results of operations or financial condition as reported under HKFRS Accounting Standards. We define adjusted loss for the year (non-HKFRS measure) as loss for the year adjusted for listing expenses, changes in the carrying amount of liabilities recognized for financial instruments issued to investors and equity-settled share-based payment expenses. Listing expenses were incurred with the Global Offering and Listing. Equity-settled share-based payment expenses are non-cash expenses arising from the share incentives that we grant to employees. Changes in the carrying amount of liabilities recognized for financial instruments issued to investors represent changes in the carrying amount of our Shares with preferential rights, which are measured at the higher amount expected to be paid to the investors upon redemption or liquidation, which is assumed to be at the dates of issuance and at the end of each reporting period. We do not expect to record any further changes in the carrying amount of such FINANCIAL INFORMATION – 223 – --- page 233 --- Shares as they will be redesignated to equity upon the completion of the Listing. The following table sets out a reconciliation from adjusted loss for the year (non-HKFRS measure) loss for the year presented in accordance with the HKFRS Accounting Standards. Y ear ended December 31, 2023 2024 2025 (RMB in thousands) Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564) Add: listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 14,224 Add: changes in the carrying amount of liabilities recognized for financial instruments issued to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100164,506 251,161 282,288 Add: equity-settled share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,819 2,978 2,176 Adjusted loss for the year (non-HKFRS measure) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(187,476) (97,200) (31,876) KEY COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Revenue During the Track Record Period, we primarily generated revenue from the sales of (1) intelligent tire sensing SoCs; (2) BMS SoCs; and (3) USI SoCs. See “Business—Our Products.” In 2023, 2024 and 2025, our revenue was RMB223.5 million, RMB347.5 million and RMB477.9 million, respectively. We began to generate revenue in connection with our wBMS SoCs in 2025. The following table sets forth a breakdown of our revenue by product type and further by customer type for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount %o f Total Amount %o f Total Amount %o f Total (RMB in thousands, except for percentages) Intelligent tire sensing SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,157 38.6 208,587 60.0 291,178 60.9 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H110052,096 23.4 128,056 36.8 201,559 42.2 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,061 15.2 80,531 23.2 89,619 18.7 BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,912 21.0 42,739 12.3 66,938 14.0 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H110027,760 12.4 2,571 0.7 6,497 1.4 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,152 8.6 40,168 11.6 60,441 12.6 USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,569 38.3 89,120 25.6 114,613 24.0 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H110025,172 11.3 25,009 7.2 37,328 7.8 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,397 27.0 64,111 18.4 77,285 16.2 Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,845 2.1 7,094 2.1 5,132 1.1 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H11004,840 2.1 7,055 2.0 4,321 0.9 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 0.0 39 0.1 811 0.2 Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 (1) Others primarily include USS SoCs and other products and services ancillary to our provision of SoCs. FINANCIAL INFORMATION – 224 – --- page 234 --- Cost of Sales In 2023, 2024 and 2025, our cost of sales was RMB186.3 million, RMB276.9 million and RMB344.3 million, respectively, representing 83.4%, 79.7% and 72.0% of our revenue for the same periods, respectively. Our cost of sales primarily consists of (1) materials costs, mainly including costs of wafers, sensors and electronic components; and (2) processing costs, mainly including costs of packaging and testing services. The following table sets forth a breakdown of our cost of sales by nature for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount %o f Total Amount %o f Total Amount %o f Total (RMB in thousands, except for percentages) Materials costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100118,448 63.6 154,673 55.9 204,660 59.4 Processing costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110063,264 34.0 119,047 43.0 134,003 38.9 Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,625 2.4 3,216 1.1 5,610 1.6 Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100186,337 100.0 276,936 100.0 344,273 100.0 (1) Others primarily include depreciation and amortization expenses. Gross Profit and Gross Profit Margin In 2023, 2024 and 2025, our gross profit was RMB37.1 million, RMB70.6 million and RMB133.6 million, respectively, representing gross profit margin of 16.6%, 20.3% and 28.0%, respectively. The following table sets forth a breakdown of our gross profit and gross profit margin by product type and further by customer type for the periods indicated. Y ear ended December 31, 2023 2024 2025 Gross profit/ (loss) Gross profit/ (loss) margin Gross profit Gross profit margin Gross profit Gross profit margin (RMB) (%) (RMB) (%) (RMB) (%) (RMB in thousands, except for percentages) Intelligent tire sensing SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,251) (9.6) 23,349 11.2 59,013 20.3 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,748) (7.2) 17,412 13.6 41,079 20.4 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,503) (13.2) 5,937 7.4 17,934 20.0 BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,997 42.6 16,027 37.5 23,772 35.5 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H110015,187 54.7 1,427 55.5 2,089 32.2 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,810 25.1 14,600 36.3 21,683 35.9 USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,163 28.2 29,136 32.7 50,149 43.8 – Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H11002,591 10.3 8,907 35.6 15,834 42.4 – Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,572 35.7 20,229 31.6 34,315 44.4 Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,237 N/M 2,092 N/M 654 12.7 Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0 FINANCIAL INFORMATION – 225 – --- page 235 --- Other Net Income or Losses We recorded other net income of RMB5.5 million in 2025. We recorded other net losses of RMB1.4 million and RMB1.8 million in 2023 and 2024, respectively. Our other net income or losses primarily consist of (1) government grants, mainly including subsidies received from the government for the encouragement of research and development projects; (2) net realized and unrealized gain or losses on financial assets measured at FVPL, mainly representing (i) fair value gains of our wealth management products; and (ii) fair value changes of our investment in the equity interests a semiconductor company; (3) interest income on deposits; and (4) net foreign exchange gain or loss mainly related to U.S. dollars. The following table sets forth a breakdown of our other net income or losses for the periods indicated. Y ear ended December 31, 2023 2024 2025 (RMB in thousands) Interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,306 1,283 1,815 Net realized and unrealized gain/(losses) on financial assets measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,417) (3,903) 2,586 Net loss on disposal of property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6) (183) – Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,007 3,629 4,621 Net foreign exchange gain/(loss), net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(270) (724) (3,151) Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 (1,907) (393) Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,376) (1,805) 5,478 Selling and Marketing Costs In 2023, 2024 and 2025, our selling and marketing costs were RMB11.5 million, RMB15.8 million and RMB19.7 million, respectively, representing 5.1%, 4.5% and 4.1% of our revenue for the same periods, respectively. Our selling and marketing costs primarily consist of (1) employee benefit expenses, mainly representing salaries, wages and bonuses and share-based compensation for our sales personnel; (2) advertising and promotion service expenses; and (3) traveling and business development expenses. The following table sets forth a breakdown of our selling and marketing costs for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount %o f Total Amount %o f Total Amount %o f Total (RMB in thousands, except for percentages) Employee benefit expenses /H1100/H11008,662 75.6 11,156 70.6 12,807 65.2 Advertising and promotion service expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100766 6.7 2,682 17.0 5,363 27.3 Traveling and business development expenses /H1100/H1100/H1100/H11001,086 9.5 1,248 7.9 844 4.3 Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100941 8.2 708 4.5 642 3.3 Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,455 100.0 15,794 100.0 19,656 100.0 (1) Primarily included rental fees and transportation expenses, as well as other miscellaneous selling and marketing costs. FINANCIAL INFORMATION – 226 – --- page 236 --- Administrative Expenses In 2023, 2024 and 2025, our administrative expenses were RMB41.0 million, RMB45.0 million and RMB65.4 million, respectively, representing 18.3%, 12.9%, and 13.7% of our revenue for the same periods, respectively. Our administrative expenses primarily consist of (1) employee benefit expenses, mainly representing salaries, wages and bonuses and share-based compensation for our administrative personnel; (2) depreciation and amortization expenses; (3) professional service fees, which mainly represented legal fees, audit fees and valuation service fees; and (4) administrative activity expenses. The following table sets forth a breakdown of our administrative expenses for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount %o f Total Amount %o f Total Amount %o f Total (RMB in thousands, except for percentages) Employee benefit expenses /H1100/H110030,852 75.3 31,178 69.3 38,037 58.2 Depreciation and amortization expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,732 11.6 5,234 11.6 5,439 8.3 Professional service fees /H1100/H1100/H1100/H11001,496 3.7 3,326 7.4 1,820 2.8 Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 14,224 21.8 Administrative activity expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,661 4.0 2,048 4.6 2,168 3.3 Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,210 5.4 3,198 7.1 3,665 5.6 Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,951 100.0 44,984 100.0 65,353 100.0 (1) Primarily included utilities, offices and property management expenses, as well as other miscellaneous administrative expenses. Research and Development Costs In 2023, 2024 and 2025, our research and development costs were RMB95.9 million, RMB107.9 million and RMB101.5 million, respectively, representing 42.9%, 31.0% and 21.2% of our revenue for the same periods, respectively. Our research and development costs primarily consist of (1) employee benefit expenses mainly representing salaries, wages and bonuses and share-based compensation for our research and development personnel; (2) materials, testing and verification expenses, mainly including outsourced service fees, materials and testing fees and processing fees; and (3) depreciation and amortization expenses. The following table sets forth a breakdown of our research and development costs for the periods indicated. Y ear ended December 31, 2023 2024 2025 Amount %o f Total Amount %o f Total Amount %o f Total (RMB in thousands, except for percentages) Employee benefit expenses /H1100/H110074,127 77.3 71,770 66.5 67,744 66.7 Materials, testing and verification expenses /H1100/H1100/H1100/H1100/H110014,065 14.7 28,829 26.7 28,190 27.8 Depreciation and amortization /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,160 4.3 5,296 4.9 4,651 4.6 Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,539 3.7 2,006 1.9 946 0.9 Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095,891 100.0 107,901 100.0 101,531 100.0 (1) Primarily included traveling expenses, as well as other miscellaneous research and development costs. FINANCIAL INFORMATION – 227 – --- page 237 --- Impairment Losses on Goodwill Our impairment losses on goodwill primarily arose from our acquisition of Gainsil. Through a series of transactions from March 2022 to October 2022, we acquired all of the equity interests in Gainsil, and we obtained control of Gainsil and began to consolidate their results of operations from May 2022. In 2023, Gainsil’s revenue amounted to RMB56.3 million, with a gross profit margin of 46.2% and a net profit of RMB8.4 million. Our management’s forecast assumption of the future consumer electronics industry development at the time of acquisition in 2022 was consistent with the market expectations at the relevant time. However, our goodwill was fully impaired during 2023, mainly because after pandemic, the slower economic recovery than expected led to a decrease in consumer purchasing power, which had negative impact to the end-user demand, leading to significant discrepancies between key assumptions and the actual. The amount of goodwill recognized with the initial acquisition of Gainsil was RMB76.1 million, which represented the difference between the net identifiable assets attributable to our Group of RMB42.1 million and the cash consideration of RMB118.2 million. We recorded impairment losses on goodwill of RMB76.1 million in 2023, which represented an impairment in full of the goodwill arising from the acquisition of Gainsil, due to the business and financial performance of Gainsil. Impairment tests for cash-generating units containing goodwill Our management performed an impairment assessment, assisted by an external valuer, to determine the recoverable amount of CGU on goodwill as of December 31, 2023. Based on the management’s assessment result, we recognized an impairment loss of goodwill of RMB76.1 million for 2023. The recoverable amount of the CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a five-year period. The discount rate used is pre-tax and reflects specific risks relating to the relevant industry, the CGU itself and macro-environment. The key inputs and assumptions used in the impairment tests are as follows: As of December 31, 2023 Growth rate of revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100-21.8%-13.6% Growth rate beyond the forecast period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.2% Pre-tax discount rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017.4% Other Finance Costs Our other finance costs primarily consist of interest on loans and borrowings and lease liabilities. In 2023, 2024 and 2025, our other finance costs were RMB2.2 million, RMB0.3 million and RMB0.8 million, respectively. Changes in the Carrying Amount of Liabilities Recognized for Financial Instruments Issued to Investors We had changes in the carrying amount of liabilities recognized for financial instruments issued to investors of RMB164.5 million, RMB251.2 million and RMB282.3 million in 2023, 2024 and 2025, respectively. Such item mainly represented the fair value changes of the financial instruments issued to investors. See Note 26 of the Accountants’ Report in Appendix I to this prospectus. Income Tax Expense We recorded income tax expense of RMB0.4 million, nil and nil in 2023, 2024 and 2025, respectively. During the Track Record Period and up to the Latest Practicable Date, we had paid all relevant taxes when due and there were no matters in dispute or unresolved with the relevant tax authorities. FINANCIAL INFORMATION – 228 – --- page 238 --- The following description sets forth a summary of our major income tax exposures. Pursuant to the EIT Law, our Company and our subsidiaries established and operated in the PRC are liable for EIT at a rate of 25% unless otherwise specified. According to the EIT Law and its relevant regulations, entities that qualified as HNTEs are entitled to a preferential income tax rate of 15%. Our Company obtained the certificate of HNTE in 2020 and renewed in 2023 and was subject to income tax rate at 15% in the Track Record Period. Shanghai SENASIC obtained the certificate of HNTE in November 2023 and was subject to income tax rate at 15% from January 1, 2023 to December 31, 2025. Gainsil obtained the certificate of HNTE in 2018 and renewed in 2021 and 2024 and was subject to income tax rate at 15% during the Track Record Period. Under the PRC EIT Law and its relevant regulations, 100% additional tax deduction is allowed for qualified research and development costs in the Track Record Period. For details, see Note 7 to the Accountants’ Report in Appendix I to this prospectus. PERIOD TO PERIOD COMPARISON OF RESULTS OF OPERATIONS Y ear ended December 31, 2025 Compared to Y ear ended December 31, 2024 Revenue Our revenue increased by 37.5% from RMB347.5 million in 2024 to RMB477.9 million in 2025, primarily due to the increases in revenue from intelligent tire sensing SoCs, BMS SoCs and USI SoCs.  Intelligent tire sensing SoCs . Our revenue from intelligent tire sensing SoCs increased by 39.6% from RMB208.6 million in 2024 to RMB291.2 million in 2025, primarily due to the increase in the sales volume of our intelligent tire sensing SoCs driven by the enhanced market recognition and customer demand of our products, in particular the demand from certain major customers such as Customer B (for details, see “Business—Customers”). The sales volume of our intelligent tire sensing SoCs increased from 32.4 million units for 2024 to 44.7 million units for 2025.  BMS SoCs . Our revenue from BMS SoCs increased by 56.7% from RMB42.7 million in 2024 to RMB66.9 million in 2025, primarily due to the increase in the sales volume of our BMS SoCs driven by the enhanced market recognition and customer demand of our products, in particular the demand from certain major customers. The sales volume of our BMS SoCs increased from 2.4 million units for 2024 to 3.8 million units for 2025. We began to generate revenue in connection with our wBMS SoCs in the first half of 2025.  USI SoCs . Our revenue from USI SoCs increased by 28.6% from RMB89.1 million in 2024 to RMB114.6 million in 2025, as we received large orders for our USI SoCs from certain existing customers. The sales volume of our USI SoCs increased from 265.7 million units for 2024 to 323.6 million units for 2025. Cost of sales Our cost of sales increased by 24.3% from RMB276.9 million in 2024 to RMB344.3 million in 2025, primarily due to (1) the increase in materials costs from RMB154.7 million for 2024 to RMB204.7 million for 2025; and (2) the increase in processing costs from RMB119.0 million for 2024 to RMB134.0 million for 2025, generally in line with our sales growth over the same period. FINANCIAL INFORMATION – 229 – --- page 239 --- Gross profit and gross profit margin As a result of the foregoing, our gross profit increased by 89.2% from RMB70.6 million in 2024 to RMB133.6 million in 2025, generally in line with our overall increase in revenue, along with an increase in our gross profit margin from 20.3% in 2024 to 28.0% in 2025, driven by the enhanced gross profit margin of our intelligent tire sensing SoCs and USI SoCs for the reasons discussed below.  Intelligent tire sensing SoCs . The gross profit of our intelligent tire sensing SoCs increased significantly from RMB23.3 million in 2024 to RMB59.0 million in the same period of 2025, due to the joint impact of (1) the increase in revenue for the reasons discussed above; and (2) the increase in gross profit margin of our intelligent tire sensing SoCs from 11.2% in 2024 to 20.3% in 2025, as we generally consumed the remaining high-cost wafers procured historically in 2024, and we also improved our cost management in 2025 through negotiation of more favorable pricing terms with our suppliers (for details, see “—Period to Period Comparison of Results of Operations—Y ear ended December 31, 2024 Compared to Y ear ended December 31, 2023”).  BMS SoCs . The gross profit of our BMS SoCs increased by 48.3% from RMB16.0 million in 2024 to RMB23.8 million in 2025, primarily due to the increase in revenue for the reasons discussed above. The gross profit margin of our BMS SoCs decreased from 37.5% in 2024 to 35.5% in 2025, as we provided discount to secure certain large orders from two major customers. Such discount is based on our assessment of the customer’s industry position, the degree of competition for obtaining such customer’s orders and their actual order status at the relevant time. We may grant discounts to major customers ranging from approximately 3% to 5% in a typical year.  USI SoCs . The gross profit of our USI SoCs increased from by 72.1% from RMB29.1 million in 2024 to RMB50.1 million in 2025, due to the joint impact of (1) the increase in revenue for the reasons discussed above; and (2) the increase in gross profit margin of our USI SoCs from 32.7% in 2024 to 43.8% in 2025, as we consumed in 2024 the remaining wafers procured earlier at relatively higher prices, whereby our cost for wafers generally halved over the same periods. Other net income or losses We recorded other net loss of RMB1.8 million in 2024 and other net income of RMB5.5 million in 2025, primarily due to (1) the increase in government grants, as we recognized other income associated with government grants for our R&D achievements in the semiconductors; (2) the change in net realized and unrealized gain/(losses) on financial assets measured at FVPL from a loss of RMB3.9 million in 2024 to a gain of RMB2.6 million in 2025, as we recognized fair value loss for our investment in a semiconductor company in 2024, and we did not recognize similar loss in 2025. Selling and marketing costs Our selling and marketing costs increased by 24.5% from RMB15.8 million in 2024 to RMB19.7 million in 2025, primarily due to the increase in advertising and promotion service fees in line with our sales efforts to certain customers. Administrative expenses Our administrative expenses increased by 45.3% from RMB45.0 million in 2024 to RMB65.4 million in 2025, primarily due to the increase in listing expenses of RMB14.2 million in 2025 in connection with the Global Offering and Listing. Research and development costs Our research and development costs decreased by 5.9% from RMB107.9 million in 2024 to RMB101.5 million in 2025, primarily due to the decrease in our employee benefit expenses as we optimized our R&D team structure in late 2024. FINANCIAL INFORMATION – 230 – --- page 240 --- Changes in the carrying amount of liabilities recognized for financial instruments issued to investors The changes in the carrying amount of liabilities recognized for financial instruments issued to investors increased from RMB251.2 million in 2024 to RMB282.3 million in 2025, primarily due to the fluctuations of our valuation increases over the same periods. Loss for the year As a result of the foregoing, our loss for the year decreased by 5.9% from RMB351.3 million for 2024 to RMB330.6 million in 2025. Y ear ended December 31, 2024 Compared to Y ear ended December 31, 2023 Revenue Our revenue increased by 55.5% from RMB223.5 million in 2023 to RMB347.5 million in 2024, primarily due to the increase in revenue from intelligence tire sensing SoCs.  Intelligent tire sensing SoCs . Our revenue from intelligent tire sensing SoCs increased significantly from RMB86.2 million in 2023 to RMB208.6 million in 2024, primarily due to increase in sales volume driven by the enhanced market recognition and customer demand of our products, in particular the demand from certain major customers such as Customer B and Customer C (for details, see “Business—Customers”). The sales volume of our intelligent tire sensing SoCs increased from 12.4 million units for 2023 to 32.4 million units for 2024.  BMS SoCs . Our revenue from BMS SoCs decreased by 8.9% from RMB46.9 million in 2023 to RMB42.7 million in 2024, as we provided discount to secure certain large orders from one major customer. We granted a higher level of discount over these periods compared with typical discounts, based on our judgment of market conditions (i.e., the competition status of similar products at the customer end and potential competition in the future) and customer transaction volume with us (i.e., existing transaction volume with such customers in the relevant period, and potential transaction volume with such customers in the future, such as new or incremental procurement from us).  USI SoCs . Our revenue from USI SoCs remained relatively stable at RMB85.6 million and RMB89.1 million in 2023 and 2024, respectively. Cost of sales Our cost of sales increased by 48.6% from RMB186.3 million in 2023 to RMB276.9 million in 2024, primarily due to (1) the increase in materials costs from RMB118.4 million for 2023 to RMB154.7 million for 2024; and (2) the increase in processing costs from RMB63.3 million for 2023 to RMB119.0 million for 2024, which was generally in line with our sales growth over the same periods. Gross profit and gross profit margin As a result of the foregoing, our gross profit increased by 90.1% from RMB37.1 million in 2023 to RMB70.6 million in 2024. Our gross profit margin increased from 16.6% in 2023 to 20.3% in 2024, primarily due to the improvements of the gross profit margin of intelligent tire sensing SoCs and USI SoCs, for the reasons discussed below.  Intelligent tire sensing SoCs . We recorded a gross profit of RMB23.3 million for our intelligent tire sensing product in 2024, compared with a gross loss of RMB8.3 million for the same in 2023. The gross loss position was primarily due to the higher materials costs in connection with the consumption of wafers in 2023, which we purchased historically at relatively higher prices due to the cyclical impact of the semiconductor supply chain. To FINANCIAL INFORMATION – 231 – --- page 241 --- illustrate, the price of 8-inch wafers in China rose significantly from approximately RMB2.9 thousand per wafer in 2021 to approximately RMB3.7 thousand per wafer in 2022, and then decreased to approximately RMB3.3 thousand per wafer in 2023 and RMB2.6 thousand per wafer in 2024. In anticipation of the industry upcycle in 2021, we increased our wafer stock to ensure stable production and timely delivery to customers amid global supply constraints. As a result, we consumed wafers purchased at relatively higher prices in 2023, which contributed to higher material costs and gross loss for our intelligent tire sensing SoCs. For details, see “Business—Suppliers—Major Suppliers.” As a result of the foregoing improvement from gross loss to gross profit, we recorded an enhanced gross profit margin of 11.2% of intelligent tire sensing SoCs for 2024, compared with a gross loss margin of 9.6% for 2023.  BMS SoCs . The gross profit of our BMS SoCs decreased by 19.9% from RMB20.0 million in 2023 to RMB16.0 million in 2024, and the gross profit margin of our BMS SoCs decreased from 42.6% in 2023 to 37.5% in 2024, primarily due to the adjustment of our pricing for the reasons discussed above.  USI SoCs . The gross profit of our USI SoCs increased by 20.6% from RMB24.2 million in 2023 to RMB29.1 million in 2024, along with the increased gross profit margin of our USI SoCs from 28.2% to 32.7% over the same periods, primarily due to the higher materials costs in connection with the consumption of wafers in 2023 for the reasons discussed above. Selling and marketing costs Our selling and marketing costs increased by 37.9% from RMB11.5 million in 2023 to RMB15.8 million in 2024, primarily due to (1) an increase in employee benefit expenses, mainly due to the increase in headcount and compensation level of our sales and marketing personnel; and (2) an increase in advertising and promotion service fees in line with the sales efforts to certain customers. Administrative expenses Our administrative expenses increased by 9.8% from RMB41.0 million in 2023 to RMB45.0 million in 2024, primarily due to an increase in professional service fees in 2024, as we incurred relevant audit, legal and valuation service fees for our conversion from a limited liability company into a joint stock limited liability company in 2024. Research and development costs Our research and development costs increased by 12.5% from RMB95.9 million in 2023 to RMB107.9 million in 2024, primarily due to the increase in materials, testing and verification expenses, driven by the needs of our R&D activities and projects. Impairment losses on goodwill We incurred impairment losses on goodwill of RMB76.1 million in 2023, in connection with the goodwill impairment of Gainsil. We did not incur impairment losses on goodwill in 2024. Other finance costs Our other finance costs decreased from RMB2.2 million in 2023 to RMB0.3 million in 2024, primarily due to a decrease in interest on loans and borrowing, mainly resulting from our repayment of certain loans and borrowing over the course of 2023. Changes in the carrying amount of liabilities recognized for financial instruments issued to investors Our changes in the carrying amount of liabilities recognized for financial instruments issued to investors increased by 52.7% from RMB164.5 million in 2023 to RMB251.2 million in 2024, primarily due to the fluctuations of our valuation increases over the same periods. FINANCIAL INFORMATION – 232 – --- page 242 --- Income tax expense Our income tax expense decreased from RMB0.4 million in 2023 to nil in 2024, primarily due to the decrease in taxable income of relevant subsidiary. Loss for the year As a result of the foregoing, our loss for the year was RMB355.8 million and RMB351.3 million in 2023 and 2024, respectively. DISCUSSION OF CERTAIN BALANCE SHEET ITEMS The following table sets forth a summary of our consolidated statements of financial position as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Non-current assets Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,969 18,657 19,421 Right-of-use asset /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,519 3,609 7,072 Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,508 2,900 4,427 Financial assets at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,037 – – Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,829 1,608 1,713 Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,862 26,774 32,633 Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100593,235 665,962 707,840 Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,114 111,824 163,729 Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100502,121 554,138 544,111 Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100542,983 580,912 576,744 Non-current liabilities Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,433 209 3,229 Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,338 4,255 Financial instruments issued to investors /H1100/H1100/H1100/H11001,379,823 1,735,984 2,048,272 Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,383,256 1,740,531 2,055,756 Net liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012) Capital and reserves Paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,183 – – Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 16,147 16,282 Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(855,456) (1,175,766) (1,503,481) Total equity attributable to equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,487,199) Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,187 Total deficit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012) FINANCIAL INFORMATION – 233 – --- page 243 --- The following table sets forth our current assets and current liabilities as of the dates indicated. As of December 31, As of April 30, 20262023 2024 2025 (RMB in thousands) (Unaudited) Current assets Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128,233 156,650 234,924 312,546 Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100126,741 107,348 196,348 140,787 Financial assets at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100233,272 274,704 50,048 174,317 Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,001 3,080 3,158 3,184 Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,183 35,092 22,015 7,372 Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H110098,805 89,088 201,347 209,150 Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100593,235 665,962 707,840 847,356 Current liabilities Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H110086,818 96,328 79,060 56,174 Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 81,119 237,024 Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,296 3,393 3,550 3,600 Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,114 111,824 163,729 296,798 Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100502,121 554,138 544,111 550,558 Our net current assets increased from RMB502.1 million as of December 31, 2023 to RMB554.1 million as of December 31, 2024, primarily due to (1) the increase in our financial assets at FVPL; and (2) the increase in our pledged bank deposits, partially offset by the increases in our loans and borrowings and trade and other payables. Our net current assets then decreased to RMB544.1 million as of December 31, 2025, primarily due to the increase in the current portion of loans and borrowings. Our net current assets further increased to RMB550.6 million as of April 30, 2026, primarily due to the increases in inventories and financial assets at FVPL and the decrease in trade and other payables, partially offset by an increase in loans and borrowings. Property, Plant and Equipment Our property, plant and equipment consist primarily of (1) equipment and machinery; (2) office equipment and furniture; (3) vehicles; (4) construction in progress; and (5) leasehold improvements. The following table sets forth the carrying amount of our property, plant and equipment as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Equipment and machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,462 15,122 15,341 Office equipment and furniture /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100678 1,427 1,381 V ehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100520 242 51 Construction in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,092 – – Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,217 1,866 2,648 Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,969 18,657 19,421 Our property, plant and equipment increased from RMB17.0 million as of December 31, 2023 to RMB18.7 million as of December 31, 2024, primarily due to (1) an addition to construction in progress of RMB6.2 million representing our procurement of certain equipment and machinery that had yet been put into use; and (2) an addition to equipment and machinery of RMB1.2 million, partially offset by disposal of equipment ad machinery of RMB4.2 million and depreciation. In addition, certain construction in progress of RMB7.3 million was transferred into equipment and machinery and office equipment and furniture in 2023. Our property, plant and equipment remained relatively stable at RMB19.4 million as of December 31, 2025. FINANCIAL INFORMATION – 234 – --- page 244 --- Right-of-use Assets Our right-of-use assets consist primarily of leased offices. Our right-of-use assets decreased from RMB7.5 million as of December 31, 2023 to RMB3.6 million as of December 31, 2024, primarily due to the amortization of our right-of-use assets. Our right-of-use assets increased to RMB7.1 million as of December 31, 2025, primarily due to the addition to our leased offices to meet our business needs. Intangible Assets Our intangible assets consist primarily of trademark and software. Our intangible assets decreased from RMB4.5 million as of December 31, 2023 to RMB2.9 million as of December 31, 2024, primarily due to amortization. Our intangible assets then increased to RMB4.4 million as of December 31, 2025, primarily due to additional software procurement, partially offset by amortization. Financial Assets at FVPL Our financial assets at FVPL primarily consisted of our investments in wealth management products and, to a much lesser extent, in unlisted equity securities representing our investment in a semiconductor company. The fair values of wealth management products have been estimated using a discounted cash flow valuation model based on assumptions that are not supported by observable market prices or rates. The valuation requires the Directors of our Company to make estimates about the expected future cash flows including expected future interest return on maturity of the wealth management products. See Note 19 of the Accountants’ Report in Appendix I to this prospectus. Our financial assets at FVPL increased from RMB243.3 million as of December 31, 2023 to RMB274.7 million as of December 31, 2024, primarily due to the increase in our purchase of wealth management products, partially offset by the decrease in the unlisted equity securities, mainly as a result of the decrease in the fair value of our investment in a semiconductor company due to its financial performance. Our financial assets at FVPL decreased from RMB274.7 million as of December 31, 2024 to RMB50.0 million as of December 31, 2025, representing the fluctuations of the balance of underlying wealth management products due to redemptions and new purchases. Our investment policies We have established fund management regulations (֛to improve the efficiency of our fund utilization, systematize our fund management and enhance the risk control of our funds. Our fund management regulations provide for the procedures and policies for purchasing wealth management and similar products. Transactions involving the purchase of such products exceeding RMB10 million shall be reported to our general manager for approval prior to execution. We shall obtain quotations from at least three banks and select product with high overall returns and low risks in principle. The risk profile of the product shall not exceed our standard, and any purchase exceeding such standard shall be submitted to our general manager for approval. Our investment in such wealth management products and structured deposits after the Listing will be subject to compliance with Chapter 14 of the Listing Rules. FINANCIAL INFORMATION – 235 – --- page 245 --- Inventories Our inventories consist primarily of (1) raw materials, which mainly consisted of wafers; (2) semi-finished products and WIP; and (3) finished goods. The following table sets forth the details of our inventories as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,052 36,134 51,424 Semi-finished products and WIP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,206 78,053 108,494 Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,975 42,463 75,006 Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128,233 156,650 234,924 Our inventories increased from RMB128.2 million as of December 31, 2023 to RMB156.7 million as of December 31, 2024, and further to RMB234.9 million as of December 31, 2025, in line with the expanded scale of our business operations and sales. The following table sets forth an aging analysis of our inventories as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100120,854 146,734 226,465 1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,379 8,645 7,423 Over 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,271 1,036 Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128,233 156,650 234,924 The following table sets forth our inventory turnover days for the periods indicated. Y ear ended December 31, 2023 2024 2025 Inventory turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100293 188 208 (1) The inventory turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of inventories in that period by cost of sales for the corresponding period and then multiplying by the number of days in that period (i.e., 365 days for a given year). Our inventory turnover days decreased from 293 days in 2023 to 188 days in 2024, primarily due to our sales growth and enhanced supply management, which accelerated the turnover of inventories. Our inventory turnover days increased slightly to 208 days in 2025, primarily due to the higher inventory balance as of December 31, 2025 as we stocked up relevant inventories in light of the increase in demand of our products and projected sales. For details of our inventory management measures, see “—Liquidity and Capital Resources—Cash Flows.” We assess the net realizable value (“NRV”) of the inventories as well as the required amount of writedown of inventories at the end of each reporting period in accordance with IAS 2. As of December 31, 2023, 2024 and 2025, we recorded provision for impairment of inventories of RMB2.6 million and RMB5.8 million and RMB9.5 million, respectively. NRV is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. These estimates are based on current market condition, contract price of products and the historical experience of distributing and selling products of similar nature. The writedown of inventories is calculated based on the NRV of the inventories, which is affected by multiple factors, including but not FINANCIAL INFORMATION – 236 – --- page 246 --- limited to the aging of inventories, the status of inventories (damaged or obsolete) and the estimated demand of the respective product, etc. In particular, the NRV of the inventories decreases along with the aging of inventories and the change in market demand of particular product. Having considered (1) current market condition, contract price of products, the aging of inventories, the status of inventories (damaged or obsolete) and the estimated demand of the respective product, etc.; (2) the strategy of pre-emptively increasing inventory level to ensure sufficient supply to meet the growing downstream demands for the years to come; (3) the subsequent utilization of inventories is consistent with our normal business practices, and (4) the continuous efforts in product and supply chain management, we are of the view that sufficient impairment provision for inventories has been made during the Track Record Period and there is no material risk that the existing inventories cannot be recovered. We have a relatively long cash conversion cycle. Our cash conversion cycle, calculated as inventory turnover days in each period plus the trade receivable turnover days in the respective period minus the trade payables turnover days in the respective period, was 314 days, 217 days and 260 days in 2023, 2024 and 2025, respectively, which was largely driven by our inventory turnover days for the same periods. See also “Risk Factors—Risks Related to Our Business and Industry—We are subject to risks related to a relatively long cash conversion cycle.” As of April 30, 2026, RMB221.9 million, or 94.5%, of our inventories as of December 31, 2025 had been subsequently consumed or sold. Trade and Other Receivables Our trade and other receivables mainly represented (1) trade and bill receivables from our customers; (2) prepayments for purchases of inventories and provision of services; (3) V A T recoverable; and (4) capitalization of listing expenses. The following table sets forth the details of our trade and other receivables as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Trade receivables, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H110065,299 79,595 160,120 Bill receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,697 1,978 6,716 Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,816 19,119 20,681 V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,178 6,418 5,892 Capitalization of listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,811 Other receivables and deposits, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100751 238 128 Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100126,741 107,348 196,348 Our trade and other receivables decreased from RMB126.7 million as of December 31, 2023 to RMB107.3 million as of December 31, 2024, primarily due to (1) a decrease in prepayments, mainly resulting from our improved management of prepayments; and (2) a decrease in bill receivables due to settlement, partially offset by (1) an increase in trade receivables (net of loss allowance), which was generally in line with our increase in revenue over the same periods. Our trade and other receivables increased from RMB107.3 million as of December 31, 2024 to RMB196.3 million as of December 31, 2025, primarily due to (1) the increase in trade receivables (net of loss allowance) and bill receivables driven by our sales growth, as well as the timing of certain receivables from major customers due around year end; and (2) the capitalization of listing expenses in connection with the preparation for the Global Offering and Listing. FINANCIAL INFORMATION – 237 – --- page 247 --- The credit period with our customers for sales on credit is generally 30 to 90 days. The following table sets forth our trade receivables turnover days for the periods indicated. Y ear ended December 31, 2023 2024 2025 Trade receivables turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110074 77 92 (1) The trade receivables turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of trade receivables in that period by revenue for the corresponding period and then multiplying by the number of days in that period (i.e., 365 days for a given year). Our trade receivables turnover days remained relatively stable at 74 days and 77 days in 2023 and 2024. Our trade receivables turnover days increased to 92 days in 2025, primarily due to the higher trade receivables balance as of December 31, 2025 as discussed above. As of December 31, 2023, 2024 and 2025, we recorded loss allowance for trade receivables of RMB0.7 million, RMB0.8 million and RMB1.6 million, respectively. Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the failure of a debtor to engage in a repayment plan with us and indicators of severe financial difficulty. We have performed impairment analysis on trade receivables to measure the expected credit losses, and we believe that they have made sufficient impairment allowance on trade receivables during the Track Record Period. For details on impairment provisions for trade receivables, see Note 29(a) to the Accountant’s Report set out in Appendix I to this Prospectus. Having considered that (1) the net trade receivables balances were mainly due from major customers with ongoing business relationships with us and good credit, (2) there were no material ongoing disputes with such customers, (3) these customers had been making continuous subsequent repayment to us and their historical repayment patterns were generally consistent during the Track Record Period, (4) the subsequent settlement rate is consistent with our credit term with major customers, and (5) we have continuously carried out stringent credit management policy and increased effort in trade receivables collection, we are of the view that we have made sufficient and appropriate provision against trade receivable balances as at each reporting period end date based on their expected credit loss in accordance with accounting policy set out in Note 2(i) to the Accountant’s Report in Appendix I to this prospectus. The following table sets forth an aging analysis of our trade receivables (net of loss allowance) based on invoice date and net of loss allowance as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Within one year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,291 79,595 160,120 One to two years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008– – Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,299 79,595 160,120 As of April 30, 2026, RMB133.2 million, or 83.2%, of our trade receivables as of December 31, 2025 had been settled. Pledged Bank Deposits Our pledged bank deposits during the Track Record Period were primarily related to deposits for bills or guarantees. Our pledged bank deposits increased significantly from RMB3.2 million as of December 31, 2023 to RMB35.1 million as of December 31, 2024, and decreased to RMB22.0 million as of December 31, 2025, primarily due to the fluctuations of guarantee deposits to suppliers for our procurement. FINANCIAL INFORMATION – 238 – --- page 248 --- Financial Instruments Issued to Investors We had financial instruments issued to investors of RMB1,379.8 million, RMB1,736.0 million and RMB2,048.3 million as of December 31, 2023, 2024 and 2025, respectively. During the Track Record Period, we issued financial instruments to investors in which certain investors were granted the right to require our Company to redeem their paid-in capital for cash upon specified events. We recognized our obligation to pay cash to those investors with redemption right as financial liabilities, because not all triggering events in the relevant agreements are within our control. See Note 26 of the Accountants’ Report in Appendix I to this prospectus. As of December 31, 2023, 2024 and 2025, we recognized our financial instruments issued to investors as non-current liabilities, as the investors were granted the right to require the Company to redeem their shares if a qualified IPO does not occur before December 31, 2027, which is later than one year after each of the above-mentioned balance sheet dates (i.e., non-current). Our financial instruments issued to investors increased from RMB1,379.8 million as of December 31, 2023 to RMB1,736.0 million as of December 31, 2024, due to the joint impacts of (1) the issuance of new instruments to investors; and (2) the increase in the fair value of such instruments. Our financial instruments issued to investors then increased to RMB2,048.3 million as of December 31, 2025, primarily due to the increase in the fair value of such instruments. Trade and Other Payables Our trade and other payables primarily represented (1) trade and bill payables; (2) accrued payroll, primarily representing salaries and bonuses payable to employees; (3) tax payables; (4) contract liabilities; and (5) proceeds received in advance from the issue of financial instruments to investors, representing the financing proceeds from our investors as of the relevant dates which had not been converted into our shares. The following table sets forth the details of our trade and other payables as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,547 36,760 39,228 Bill payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,089 – – Accrued payroll /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,249 18,199 31,535 Tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,727 4,873 2,189 Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,577 2,360 2,447 Proceeds received in advance from the issue of financial instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 30,000 – Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,629 4,136 3,661 Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,818 96,328 79,060 Our trade and other payable increased from RMB86.8 million as of December 31, 2023 to RMB96.3 million, primarily due to the increase in proceeds received in advance from the issue of financial instruments to investors of RMB30.0 million. Our trade and other payable decreased from RMB96.3 million as of December 31, 2024 to RMB79.1 million as of December 31, 2025, primarily due to the decrease in proceeds received in advance from the issue of financial instruments to investors. Our suppliers typically grant us credit periods for purchase on credit of 30 to 90 days. The following table sets forth our trade payables turnover days for the periods indicated. Y ear ended December 31, 2023 2024 2025 Trade payables turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110053 48 40 (1) The trade payables turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of trade payables in that period by cost of sales for the corresponding period and then multiplying by the number of days in that period (i.e., 365 days for a given year). FINANCIAL INFORMATION – 239 – --- page 249 --- The following table sets forth an aging analysis of our trade payables based on invoice dates as of the dates indicated. As of December 31, 2023 2024 2025 (RMB in thousands) Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,509 36,406 39,003 1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100999 343 225 2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 92– Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–9– Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,547 36,760 39,228 As of April 30, 2026, RMB37.7 million, or 96.1%, of our trade payables as of December 31, 2025 had been settled, and RMB2.8 million, or 77.1%, of our contract liabilities as of December 31, 2025 had been recognized as revenue. LIQUIDITY AND CAPITAL RESOURCES Our primary uses of cash are to fund our procurement of raw materials, R&D activities and other operational needs. During the Track Record Period, we financed our capital expenditures and working capital requirements principally with funds from equity financing, cash generated from our operations and borrowings. After the Global Offering, we believe that our liquidity requirements will continue to be satisfied with a combination of these sources and net proceeds from the Global Offering. As of December 31, 2023, 2024 and 2025, and April 30, 2026, we had cash and cash equivalents of RMB98.8 million, RMB89.1 million, RMB201.3 million and RMB209.2 million, respectively. As of the same dates, we had current portion of financial assets at FVPL (representing wealth management products) of RMB233.3 million, RMB274.7 million, RMB50.0 million and RMB174.3 million, respectively. As of the same dates, we also had time deposits of RMB3.0 million, RMB3.1 million, RMB3.2 million and RMB3.2 million, respectively. As of April 30, 2026, our committed but unutilized banking facilities were RMB614.0 million. We do not anticipate any changes to the availability of financing to fund our operations in the future. Taking into account the financial resources available to us, including our cash and cash equivalents, future cash flow from operating activities, current portion of financial assets at FVPL representing wealth management products, available bank facilities and the estimated net proceeds from the Global Offering, our Directors are of the view that we have sufficient working capital to meet our present requirements and for the next 12 months from the date of this prospectus. Cash Flows The following table sets forth a summary of our cash flows for the periods indicated. Y ear ended December 31, 2023 2024 2025 (RMB in thousands) Operating loss before changes in working capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(90,592) (76,641) (30,452) Working capital changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,242 (60,481) (143,185) Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(60,350) (137,122) (173,637) Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(820) – – Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100(61,170) (137,122) (173,637) Net cash (used in)/generated from investing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(260,980) (43,839) 216,775 Net cash generated from financing activities /H1100297,431 171,244 69,121 Cash and cash equivalents at the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100123,524 98,805 89,088 Cash and cash equivalents at the end of year /H1100 98,805 89,088 201,347 FINANCIAL INFORMATION – 240 – --- page 250 --- We expect that our measures to improve profitability will enhance our operating cash flow condition over time. For details, see “Business—Path to Profitability.” In addition, we intend to improve our operating cash flow status through the following measures: (1)(i) optimizing our collection terms by negotiating with customers for shorter credit periods and more favorable payment conditions; (ii) implementing stringent credit assessments by establishing a customer credit evaluation system to engage only with customers of sound credit standing; and (iii) enhancing the collection of outstanding receivables by formulating collection procedures, regularly monitoring long-aged receivables, and taking legal actions where necessary, (2)(i) optimizing our trade payable management by negotiating with suppliers for extended payment terms or more favorable payment arrangements; (ii) establishing stable relationships with high-quality suppliers to secure more competitive procurement prices and payment terms; and (iii) strictly implementing payment approval procedures to ensure accuracy and timeliness of payments and avoid unnecessary fund outflows, and (3)(i) strengthening our inventory management by maintaining appropriate inventory levels to reduce inventory backlog and capital occupation; (ii) adopting a lean production model to avoid excessive production; and (iii) enhancing inventory turnover analysis by conducting regular evaluations and promptly addressing slow-moving inventories. Specifically, we expect to enhance our inventory management through the following measures: (1) further implement our “manufacture to stock” mode to adjust our manufacturing schedule considering our sales forecasts, inventory balance and safety stock requirement; (2) dynamically adjust our safety stock level; (3) enhance our communication mechanism with customers to minimize the effect of seasonal fluctuations on the demand side on our inventory level; and (4) timely identify and manage any obsolete stock, including appropriate disposal of relevant stock. Net cash used in operating activities Net cash used in operating activities was RMB173.6 million in 2025, primarily due to our loss before taxation of RMB330.6 million, as adjusted by (1) certain non-cash and non-operating items, primarily including finance costs of RMB283.1 million, depreciation of property, plant and equipment of RMB6.6 million, depreciation of right-of-use assets of RMB4.7 million, write-down of inventories of RMB3.7 million and net realized and unrealized gain on financial assets at FVPL of RMB2.6 million, and (2) changes in working capital that negatively affected our cash flows, primarily including an increase in trade and other receivables of RMB86.3 million and an increase in inventories of RMB81.9 million; partially offset by changes in working capital that positively affected our cash flows, primarily including a decrease in pledged bank deposit of RMB13.1 million and an increase in trade and other payables of RMB12.3 million. Net cash used in operating activities was RMB137.1 million in 2024, primarily due to our loss before taxation of RMB351.3 million, as adjusted by (1) certain non-cash and non-operating items, primarily including finance costs of RMB251.5 million, depreciation of property, plant and equipment of RMB6.5 million, depreciation of right-of-use assets of RMB4.4 million, net realized and unrealized gain on financial assets at FVPL of RMB3.9 million and write-down of inventories of RMB3.3 million, and (2) that changes in working capital that negatively affected our cash flows, primarily including (i) an increase in pledged bank deposits of RMB31.9 million; (ii) an increase in inventories of RMB31.7 million; and (iii) a decrease in trade and other payables of RMB20.5 million; partially offset by positively affected by changes in working capital that positively affected our cash flows, primarily including a decrease in trade and other receivables of RMB19.3 million. Net cash used in operating activities was RMB61.2 million in 2023, primarily due to our loss before taxation of RMB355.4 million, as adjusted by (1) certain non-cash and non-operating items, primarily including finance costs of RMB166.7 million, impairment losses of goodwill of RMB76.1 million, net realized and unrealized gain on financial assets at FVPL of RMB8.4 million, depreciation of property, plant and equipment of RMB4.9 million, depreciation of right-of-use assets of RMB4.3 million and equity-settled share-based transactions of RMB3.8 million, and (2) changes in working capital that negatively affected our cash flows, primarily including an increase in trade and other receivables of RMB47.9 million; partially offset by changes in working capital that positively affected our cash flows, primarily including (i) a decrease in inventories of RMB46.2 million; and (ii) an increase in trade and other payables of RMB31.0 million. FINANCIAL INFORMATION – 241 – --- page 251 --- Net cash (used in)/generated from investing activities Net cash flows generated from investing activities was RMB216.8 million in 2025, primarily due to proceeds from disposal of financial assets measured at FVPL of RMB856.9 million, partially offset by payments for acquisition financial assets measured at FVPL of RMB629.7 million. Net cash flows used in investing activities was RMB43.8 million in 2024, primarily due to payments for acquisition of financial assets measured at FVPL of RMB889.0 million, partially offset by proceeds from disposal financial assets measured at FVPL of RMB853.7 million. Net cash flows used in investing activities was RMB261.0 million in 2023, primarily due to payments for acquisition of financial assets measured at FVPL of RMB332.0 million, partially offset by proceeds from disposal financial assets measured at FVPL of RMB80.3 million. Net cash generated from financing activities Net cash generated from financing activities was RMB69.1 million in 2025, primarily due to proceeds from loans and borrowings of RMB80.7 million, partially offset by repayment of loans and borrowings of RMB12.3 million. Net cash flows generated from financing activities was RMB171.2 million in 2024, primarily due to (1) proceeds from the issue of financial instruments to investors of RMB105.0 million; (2) proceeds received in advance from the issue of the same of RMB30.0 million; (3) capital injection from equity shareholder of RMB29.0 million; and (4) proceeds from loans and borrowings of RMB12.0 million, partially offset by capital element of lease rentals paid of RMB4.6 million. Net cash flows generated from financing activities was RMB297.4 million in 2023, primarily due to proceeds from the issue of financial instruments to investors of RMB407.9 million, partially offset by repayment of loans and borrowings of RMB111.0 million. INDEBTEDNESS Our indebtedness during the Track Record Period primarily consisted of loans and borrowings and lease liabilities. The following table sets forth a breakdown of our indebtedness as of the dates indicated. As of December 31, As of April 30, 20262023 2024 2025 (RMB in thousands) (Unaudited) Current Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 81,119 237,024 Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,296 3,393 3,550 3,600 Total current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,296 15,496 84,669 240,624 Non-current Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,433 209 3,229 2,184 Total non-current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,433 209 3,229 2,184 Total indebtedness /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,729 15,705 87,898 242,808 Loans and Borrowings We had loans and borrowings of nil, RMB12.1 million, RMB81.1 million and RMB237.0 million as of December 31, 2023, 2024, 2025 and April 30, 2026, respectively. The effective interest rate of our loans and borrowings ranged was at 2.50% as of December 31, 2024 and ranged between 1.55% to 2.11% as of December 31, 2025, respectively. FINANCIAL INFORMATION – 242 – --- page 252 --- Our bank loans contain standard terms, conditions and covenants that are customary for commercial bank loans in China. Our Directors confirmed that we did not experience any difficulty in obtaining bank loans or other borrowings, default in payment of bank loans or other borrowings or breach of covenants during the Track Record Period and up to the Latest Practicable Date. Lease Liabilities We had lease liabilities of RMB7.7 million, RMB3.6 million, RMB6.8 million and RMB5.8 million as of December 31, 2023, 2024 and 2025, and April 30, 2026, respectively. Our lease liabilities were primarily related to our office and warehouse leases. Indebtedness Statement Save as disclosed above, as of December 31, 2023, 2024 and 2025, and April 30, 2026, we had nil bank loans or other borrowings, or any other loan capital issued and outstanding or agreed to be issued, bank overdrafts, borrowings or similar indebtedness, liabilities under acceptance (other than normal trade bills) or acceptance credits, debentures, mortgages, charges, hire purchases, guarantees or other material contingent liabilities. Since April 30, 2026 and up to the Latest Practicable Date, there had not been any material change in our indebtedness. CONTINGENT LIABILITIES As of December 31, 2023, 2024 and 2025, we did not have any material contingent liability, guarantee or any litigation or claim of material importance, pending or threatened against us or any member of our Group that is likely to have a material and adverse effect on our business, financial condition and result of operations. CAPITAL EXPENDITURES AND COMMITMENTS Capital Expenditures Our capital expenditures during the Track Record Period primarily consisted of expenditures on purchase of property, plant and equipment and purchase of intangible asset. The following table sets forth our capital expenditure for the periods indicated. Y ear ended December 31, 2023 2024 2025 (RMB in thousands) Payments for the purchase of property, plant and equipment and intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,254 8,541 10,545 We expect to incur additional capital expenditure in 2026, primarily for the purchase of property, plant and equipment and intangible assets. We plan to fund such planned capital expenditures through our existing cash and cash generated from our operating activities. After the Listing, we expect to finance our capital expenditure through a combination of existing cash, cash flows generated from our operating activities, bank borrowings and net proceeds from the Global Offering. See “Future Plans and Use of Proceeds” for the portion of capital expenditures to be funded by the proceeds from the Global Offering. We may adjust our capital expenditures for any given period according to our development plans or in light of market conditions, regulatory environment and other factors we believe to be appropriate. Capital Commitments We did not have any material capital commitments as of December 31, 2023, 2024 and 2025, respectively. FINANCIAL INFORMATION – 243 – --- page 253 --- OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS As of the Latest Practicable Date, we had not entered into any off-balance sheet transaction. LISTING EXPENSES We recorded listing expenses of RMB17.0 million in connection with the Global Offering during the Track Record Period, of which RMB14.2 million was charged to our consolidated statements of profit or loss, and RMB2.8 million has been deferred and will be deducted from equity. We expect to incur a total of approximately RMB64.3 million (HK$73.9 million) of listing expenses in connection with the Global Offering, representing approximately 7.5% of the gross proceeds from the Global Offering (at the Offer Price of HK$18.36, and assuming that the Over-allotment Option is not exercised), including (1) underwriting commissions, SFC transaction levy, Stock Exchange trading fees and AFRC transaction levy for all Offer Shares of approximately RMB31.0 million (HK$35.6 million); and (2) non-underwriting related expenses of approximately RMB33.3 million (HK$38.3 million), which consist of (i) fees and expenses of legal advisors and accountants of approximately RMB18.2 million (HK$21.0 million), and (ii) other fees and expenses of approximately RMB15.1 million (HK$17.3 million). Approximately RMB29.0 million (HK$33.3 million) is expected to be charged to our consolidated statements of profit or loss and other comprehensive income, and approximately RMB35.3 million (HK$40.6 million) is expected to be deducted from equity. The listing expenses above are the best estimate as of the Latest Practicable Date and for reference only. The actual amount may differ from this estimate. RELATED PARTY TRANSACTIONS We enter into transactions with our related parties from time to time during our ordinary course of business and on terms comparable to the terms of transactions with other entities that are not related parties. Our related party transactions during the Track Record Period primarily included certain loans from Dr. Li and Mr. Li. See “—Indebtedness—Loans and Borrowings” and Note 23 of the Accountants’ Report in Appendix I to this prospectus for details. Our Directors are of the view that our related party transactions during the Track Record Period were conducted in the ordinary course of business at arm’s length with reference to normal commercial terms, and would not distort our track record results or make our historical results not reflective of our future performance. KEY FINANCIAL RATIOS As of/for the year ended December 31, 2023 2024 2025 Profitability: Gross profit margin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016.6% 20.3% 28.0% Liquidity: Current ratio (1)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.5 6.0 4.3 Quick ratio (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.1 4.6 2.9 (1) The calculation of current ratio is based on current assets divided by current liabilities as of period end. (2) The calculation of quick ratio is based on current assets less inventories divided by current liabilities as of period end. Analysis of Key Financial Ratios Gross profit margin See “—Period to Period Comparison of Results of Operations” for a discussion of the factors affecting our gross profit margin during the Track Record Period. Current ratio and quick ratio Our current ratio and quick ratio decreased from 6.5 and 5.1 as of December 31, 2023, respectively, to 6.0 and 4.6 as of December 31, 2024, respectively, primarily due to (1) the increase in loans and FINANCIAL INFORMATION – 244 – --- page 254 --- borrowings; and (2) the increase in trade and other payables. Our current ratio and quick ratio decreased to 4.3 and 2.9 as of December 31, 2025, primarily due to the increase in the current portion of our loans and borrowings. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISKS Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of our business. Credit Risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to us. Our credit risk is primarily attributable to trade and other receivables. Our exposure to credit risk arising from cash and cash equivalents, pledged bank deposits and fixed deposits with more than three months to maturity is limited because the counterparties are state-owned banks or reputable commercial banks for which we consider to have low credit risk. For details of our credit risk exposure, including ECLs for trade receivables, see Note 29(a) to the Accountants’ Report in Appendix I to this prospectus. Liquidity Risk Our policy is to regularly monitor liquidity requirements, and to ensure that we maintain sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet our liquidity requirements in the short and longer term. For details of our remaining contractual maturities at the end of each reporting period of our financial liabilities, see Note 29(b) to the Accountants’ Report in Appendix I to this prospectus. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our interest rate risk arises primarily from cash at bank, pledged bank deposits and interest-bearing borrowings. Our interest-bearing financial instruments at variable rates as of December 31, 2023, 2024 and 2025 are primarily the cash at bank, pledged bank deposits and interest-bearing borrowings, and the cash flow interest rate risk arising from the change of market interest rate on these balances is not considered significant. For details of the maturity profile and effective interest rates at the end of each reporting period, as well as relevant sensitivity analysis, see Note 29(c) to the Accountants’ Report in Appendix I to this prospectus. Currency Risk We are exposed to currency risk primarily through purchases which give rise to payables and cash balances that are denominated in a foreign currency, i.e., a currency other than the functional currency of the operations to which the transactions relate. The currencies giving rise to this risk are primarily U.S. Dollars. For details of our currency risk exposure at the end of each reporting period, as well as relevant sensitivity analysis, see Note 29(d) to the Accountants’ Report in Appendix I to this prospectus. DIVIDENDS We are a holding company incorporated under the laws of the PRC. During the Track Record Period, we did not declare or pay any dividends. We currently do not have any dividend policy or fixed dividend pay-out ratio. Any dividends we pay will be at the discretion of our Directors and will depend on our future operations and earnings, capital requirements and surplus, general financial condition, contractual restriction and other factors which our Directors consider relevant. Our shareholders in a general meeting may approve any declaration of dividends, which must not exceed the amount recommended by our Board. As advised by our PRC Legal Advisor, no dividend shall be declared or payable except out of our profits and reserves lawfully available for distribution. Any future net profit that we make will have to be first applied to make up for our historically accumulated losses, after which we will be obliged to allocate 10% of our net profit to our statutory common reserve fund until such fund has reached more than 50% of our registered capital. FINANCIAL INFORMATION – 245 – --- page 255 --- DISTRIBUTABLE RESERVES As of December 31, 2025, our Company did not have distributable reserves. DISCLOSURE REQUIRED UNDER CHAPTER 13 OF THE LISTING RULES Our Directors have confirmed that, as of the Latest Practicable Date, there were no circumstances that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules. NO MATERIAL ADVERSE CHANGE Our Directors confirm that, up to the date of this prospectus, there has been no material adverse change in our financial or trading position since December 31, 2025 (being the date on which the latest audited consolidated financial information of our Group was prepared) and there is no event since December 31, 2025 which would materially affect the information shown in our consolidated financial statements included in the Accountants’ Report in Appendix I to this prospectus. UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS See Appendix II to this prospectus for details of our unaudited pro forma adjusted consolidated net tangible assets. FINANCIAL INFORMATION – 246 – --- page 256 --- FUTURE PLANS See “Business—Our Growth Strategies” for a detailed description of our future plans. USE OF PROCEEDS We estimate that the net proceeds of the Global Offering, after deducting the estimated underwriting commissions and other fees and expenses payable by us in connection with the Global Offering, will be approximately HK$906.7 million, at the Offer Price of HK$18.36 per Offer Share, without the exercise of the Over-allotment Option. We currently intend to use the net proceeds from the Global Offering for the purposes and in the amounts as set out below:  approximately 40.0% of the net proceeds, or HK$362.7 million, will be used for expanding our business scale and accelerating the commercialization of our products, in particular our intelligent tire sensing SoCs, BMS SoCs and USI SoCs. Specifically, we plan to use: (1) approximately 38.0% of the net proceeds, or HK$344.5 million, to procure wafers, chip packaging and testing services for expanded commercialization of our products, as well as to establish module manufacturing capabilities for more efficient supply of our products. Among this, we expect that (i) approximately 22.8% of the net proceeds, or HK$206.7 million, will be used to procure wafers; (ii) approximately 11.4% of the net proceeds, or HK$103.4 million, will be used to procure chip packaging and testing services; and (iii) approximately 3.8% of the net proceeds, or HK$34.5 million, will be used to establish module manufacturing capabilities through the procurement of specialized production and testing equipment, as the production of our products requires both general-purpose and application-specific equipment, and while general-purpose equipment is typically provided by third-party manufacturers, certain specialized equipment must be procured and owned by us, among which HK$31.7 million will be used for procuring such specialized equipment. We plan to procure seven fully automated calibration equipment, three testing equipment, five chip packaging equipment, as well as other equipment that we consider necessary. In the event that our relationship with a relevant supplier is terminated, we would retrieve the relevant equipment, as ownership of such equipment remains with us. We believe that such potential termination would not have a material adverse impact on our operations, as we are able to source alternative suppliers. Such equipment will be deployed at third-party suppliers’ facilities for use in the production and testing of our products. As advised by F&S, such deployment of specialized equipment at third-party suppliers’ facilities is in line with the practice of sensor SoC industry; and (2) approximately 2.0% of the net proceeds, or HK$18.1 million, to fund the certification of our products, including automotive-grade certifications for reliability, functional safety and quality, such as AEC-Q100 (a failure mechanism based stress test qualification for ICs in automotive applications) and AEC-Q103 (a set of stress test qualification standards for MEMS components in automotive applications), to prove our compliance with automotive-grade standards, shorten the time of customer introduction and enhance our product matrix.  approximately 30.0% of the net proceeds, or HK$272.0 million, will be used for the enhancement of our R&D capabilities for advanced technologies and foundational technologies in intelligent tire sensing SoCs, BMS SoCs and USI SoCs. Specifically, we plan to use: FUTURE PLANS AND USE OF PROCEEDS – 247 – --- page 257 --- (1) approximately 15.0% of the net proceeds, or HK$136.0 million, to fund the continual R&D to improve our technologies and products for intelligent tire sensing, universal sensor interface and battery monitoring, including materials costs, processing fees, IP licensing fees and testing and verification expenses. Our testing and verification expenses primarily include costs incurred in the tape-out of our products. With respect to intelligent tire sensing, we expect to expand beyond our existing focus on pressure monitoring technologies to encompass tire burst, temperature and load detection, strengthen the timeliness and precision of the monitoring capabilities of our SoCs and further enhance power efficiency. With respect to BMS, as we only began to invest in the development of wBMS SoCs in 2022 and are still an early stage for our wBMS technologies with little commercialization experience, we expect to continue to invest in the refinement and optimization of wBMS technologies to enhance their technical feasibility, sensing accuracy and reliability and improve the effect of their application in automotive-grade battery systems. With respect to USI, we expect to invest in innovative USI-related technologies, such as those used in robotic systems; (2) approximately 11.1% of the net proceeds, or HK$100.6 million, to recruit and retain 47 senior level R&D personnel with accumulated expertise in the development of our wireless, sensing, and SoC technologies. We believe that there are a sufficient amount of candidates for such senior level R&D personnel with relevant professional background and experience that meet our requirements; (3) approximately 2.4% of the net proceeds, or HK$21.8 million, to purchase hardware and software to strengthen our R&D infrastructure and processes, including, among others, (1) circuit design servers designed to support EDA computing workloads with high stability and reliability, (2) testing tools, mainly laboratory testing equipment such as signal generators, oscilloscopes and spectrum analyzers, which will support product design, development, validation and performance testing; and (3) EDA and other software; and (4) approximately 1.5% of the net proceeds, or HK$13.6 million, to pay for the lease expenses and related fees for the expansion of our R&D center in China. As we currently only have limited office premise to host our R&D operations, we expect such expansion of our R&D center can meet the growth of our business scale, the enlargement of our R&D team and the increased needs of our R&D activities.  approximately 10.0% of the net proceeds, or HK$90.7 million, will be used to expand our domestic and international sales network and enhance our global market presence. Specifically, we plan to use: (1) approximately 4.5% of the net proceeds, or HK$40.8 million, to obtain and attract domestic and international automotive OEMs and Tier 1 suppliers to increase our market penetration in the global automotive industry. We plan to actively conduct marketing campaigns domestically and internationally by attending relevant exhibitions and regularly making customer visits, further elevating our brand awareness; (2) approximately 4.5% of the net proceeds, or HK$40.8 million, to establish international sales network to maintain and consolidate our collaborative partnerships with international customers and provide localized customer services, including recruiting and retaining relevant sales personnel, who have working experience primarily in automotive, automotive semiconductor, robotics, energy storage or industrial electronic industries. We intend to establish our global sales operations through product and sales teams focused on selected overseas markets, such as Europe and Southeast Asia, with a wealth of potential customer resource, and primarily on customers that are local to such markets: according to the F&S report, (1) in the European market, total automotive sales volume FUTURE PLANS AND USE OF PROCEEDS – 248 – --- page 258 --- in Europe exceeded 18 million units in 2024, and is expected to surpass 20 million units by 2030. Meanwhile, NEV sales volume in Europe reached three million units in 2024 and are projected to exceed six million units by 2030. The further development of the automotive market and the rising penetration of NEVs in Europe is driving continuous and strong demand for automotive sensor SoCs. From a regulatory perspective, Europe is accelerating the adoption of advanced sensing and safety systems. For example, the EU has expanded TPMS requirements to additional vehicle categories under Regulation (EU) 2019/2144 (General Safety Regulation II). TPMS is now mandatory for all newly registered vehicles from July 2024. This regulatory expansion is fueling the demand for TPMS SoCs. In the field of power batteries, the EU’s New Battery Regulation mandates enhanced BMS functions, including real-time battery health monitoring and OTA update capabilities. With the continued development of the European battery industry and growing investment in local battery production capacity, demand for BMS-related sensor SoCs is also expected to rise steadily; and (2) in the Southeast Asia market, total vehicle sales volume in Southeast Asia exceeded three million units in 2024, and is projected to surpass four million units by 2030. At the same time, the region’s NEV market is entering a fast-rising adoption phase, with NEV sales surpassing 0.3 million units in 2024 and expected to reach one million units by 2030. This growth trajectory signals accelerating demand for automotive sensor SoCs, driven by increasing vehicle electrification and safety feature upgrades. Policy support and local supply-chain development further reinforce this trend. Countries including Thailand, Indonesia, and Malaysia are promoting NEV adoption through purchase incentives, infrastructure build-out, and localized battery and NEV manufacturing programs. These initiatives are expected to promote the demand for BMS-related sensor SoCs. Meanwhile, safety standards are steadily tightening in major countries in Southeast Asia, promoting wider deployments of sensing technologies such as TPMS and powertrain monitoring sensors. As Southeast Asia accelerates its transition toward intelligent, electrified mobility, demand for advanced automotive sensor SoCs is expected to continue rising across OEM and aftermarket segments; and In the European market, we capture market share by leveraging long-standing collaborations with global Tier-1 suppliers and automotive OEMs. For example, we have entered into a multi-year validation process with a global Tier-1 supplier in France, where we have became a supply choice for its BLE TPMS SoCs. Additionally, as of the Latest Practicable Date, we were in advanced commercial negotiations with an automotive sensor brand in Europe for our USI SoCs. In the Southeast Asia market, our strategy centers on localized supply chain synergy and a follow-the-customer model. By establishing operations in Malaysia, we expect to benefit from its preferential free trade policies, which may reduce trade costs, enhance product competitiveness and support our expansion into overseas markets. Through VIA TIRE, we intend to leverage Malaysia’s location and free trade policy advantages to expand in North America, ASEAN and Europe, optimize our global capacity footprint and enhance supply chain resilience. The founding team of the independent corporation established pursuant to the joint venture agreement by the shareholder of EIS has been involved in the North American automotive parts market for years and possesses market expansion experience and established customer resources, which we believe will effectively support the marketing and sales promotion of VIA TIRE’s products in North America, accelerate market penetration and help build brand recognition and industry reputation. We believe that such arrangement provides us easier market access and greater commercial feasibility for expansion to the North America market. For details, see “Business—Commercialization—Our Overseas Operations.” We will engage local legal counsels to advise on and ensure our ongoing compliance with the relevant regulatory requirements in the EU and Southeast Asia markets. Our Directors are of the view that overseas expansion plan is unlikely to be impacted by the current U.S. export restrictions and tariff policies, based on the following considerations: (1) as European automotive manufacturers, automotive component FUTURE PLANS AND USE OF PROCEEDS – 249 – --- page 259 --- suppliers and industrial companies generally operate relatively independent supply chain and R&D systems, and they primarily rely on domestic, European or Chinese supply chain partners; (2) our expansion into Southeast Asia market is partly driven by supply chain diversification and regional operational deployment, and the relevant activities are not targeted at the U.S. market nor dependent on U.S.-origin technologies subject to export restrictions; and (3) the impact of current U.S. export restrictions on our sales to the U.S. is also limited, as these restrictions, in light of their purposes to regulate U.S. export in designated fields, generally do not impose limits on U.S. persons’ ability to procure our products. To address evolving regulatory requirements and customer demand across different regions, we are in the process of establishing dual-track supply chain capabilities in locations such as Malaysia, which we believe enhances the resilience and feasibility of our overseas expansion strategy. (3) approximately 1.0% of the net proceeds, or HK$9.1 million, to improve our technical support for customers, such as establishing on-site support services. We expect to provide such technical support on an ad-hoc basis as agreed with specific and/or key customers, to facilitate product adoption and further upgrades. The following table sets forth the planned timeframe of the allocation of our proceeds by year for the uses discussed above. 2026 2027 2028 2029 2030 Total (HK$ in millions) Expand our business scale and accelerating the commercialization of our new products /H1100/H110046.1 56.0 69.0 85.3 106.2 362.7 Enhance our R&D capabilities for advanced technologies and foundational technologies in intelligent tire sensing SoCs, BMS SoCs and USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034.6 42.0 51.7 64.0 79.7 272.0 Expand our domestic and international sales network and enhance our global market presence /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011.5 14.0 17.2 21.3 26.6 90.7  approximately 10.0% of the net proceeds, or HK$90.7 million, will be used for strategic investment or acquisition to achieve long-term development goals. We seek potential investment and acquisition opportunities in both domestic and international markets, aim to enhance our R&D abilities, expand our product portfolio, and diversify our customer base. In assessing potential investment or acquisition targets, we will primarily consider those that are synergistic or complementary to our existing product portfolio and are consistent with our corporate philosophy and growth strategies. Specifically, we will evaluate potential targets based on factors including their technological capabilities in chip research, development and design, business scale, existing sales channels, and relevant industry experience such as industrial electronics. We expect that the annual revenue of such potential targets is expected to be not less than RMB5.0 million. Illustrative examples of such potential targets include (1) fabless companies specializing in automotive-grade semiconductors; and (2) fabless companies operating in the industrial electronics sector. We expect that successful investments in and/or acquisitions of suitable targets would further enhance our technological capabilities in the semiconductor field and increase our sales in emerging industries. According to the F&S report, there are over 2,000 potential targets that could meet our criteria globally. Pursuant to FUTURE PLANS AND USE OF PROCEEDS – 250 – --- page 260 --- our investment management procedures, we shall designate specific personnel or department or qualified institutions to perform project-specific feasibility evaluation, including the risks and returns for such investment projects. We shall also conduct due diligence of potential investees on their capital and credit profile, as well as due diligence on third-party co-investors (if any). As of the Latest Practicable Date, we had not identified any potential investment or acquisition targets. Therefore, our form of acquisition or investment (e.g., majority or minority interest) depends on our commercial negotiation with the target company and investment partners, if any.  approximately 10.0% of the net proceeds, or HK$90.7 million, will be used for working capital and other general corporate purposes. In the event that the Over-allotment Option is exercised in full, we will receive net proceeds of HK$1,047.9 million (after deducting the estimated underwriting commissions and other fees and expenses payable by us in connection with the Global Offering and at the Offer Price of HK$18.36 per Share). To the extent that the net proceeds are not immediately applied to the above purposes, we will only deposit the net proceeds into interest-bearing account at licensed commercial banks and/or other authorized financial institutions as defined under the Securities and Futures Ordinance or the applicable laws and regulations in other jurisdictions. We may obtain debt financing and alternative equity financing to the extent that our expenditures in furtherance of the above plans exceeds the net proceeds from the Global Offering. FUTURE PLANS AND USE OF PROCEEDS – 251 – --- page 261 --- HONG KONG UNDERWRITERS China International Capital Corporation Hong Kong Securities Limited Guotai Junan Securities (Hong Kong) Limited GF Securities (Hong Kong) Brokerage Limited Daiwa Capital Markets Hong Kong Limited ABCI Securities Company Limited Futu Securities International (Hong Kong) Limited Tiger Brokers (HK) Global Limited SPDB International Capital Limited CMBC Securities Company Limited Shanxi Securities International Limited UNDERWRITING This prospectus is published solely in connection with the Hong Kong Public Offering. The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional basis. The International Offering is expected to be fully underwritten by the International Underwriters. If, for any reason, the Offer Price is not agreed between the Joint Sponsor-OCs (on behalf of the Underwriters) and our Company, the Global Offering will not proceed and will lapse. The Global Offering comprises the Hong Kong Public Offering of initially 5,340,800 Hong Kong Offer Shares and the International Offering of initially 48,066,200 International Offer Shares, subject, in each case, to reallocation on the basis as described in the section headed “Structure of the Global Offering” in this prospectus as well as to the Over-allotment Option (in the case of the International Offering). UNDERWRITING ARRANGEMENTS AND EXPENSES Hong Kong Public Offering Hong Kong Underwriting Agreement Pursuant to the Hong Kong Underwriting Agreement, our Company is offering initially 5,340,800 Hong Kong Offer Shares (subject to reallocation) for subscription by way of the Hong Kong Public Offering on and subject to the terms and conditions of this prospectus and the Hong Kong Underwriting Agreement at the Offer Price. Subject to (i) the Hong Kong Stock Exchange granting approval for the listing of, and permission to deal in, the H Shares pursuant to the Global Offering (including any H Shares which may be issued pursuant to the exercise of the Over-allotment Option) on the Main Board of the Stock Exchange and such approval not having been withdrawn; and (ii) certain other conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong Underwriters have agreed severally and not jointly to apply or procure applications, on the terms and conditions of this prospectus, for their respective applicable proportions of the Hong Kong Offer Shares which are being offered but are not taken up under the Hong Kong Public Offering. The Hong Kong Underwriting Agreement is conditional on, among other things, the International Underwriting Agreement having been signed and becoming unconditional and not having been terminated in accordance with its terms. Grounds for Termination The Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters and the Capital Market Intermediaries) and the Joint Sponsors shall be entitled, in their absolute discretion and by giving notice to our Company, to terminate the Hong Kong Underwriting Agreement with immediate effect if prior to 8:00 a.m. on the Listing Date: UNDERWRITING – 252 – --- page 262 --- (i) there shall develop, occur, exist or come into effect: (a) any new law or regulation or any change or development involving a prospective change or any event or series of events or circumstances likely to result in a change or a development involving a prospective change in existing laws or regulations, or the interpretation or application thereof by any court or any competent authority in or affecting Hong Kong, the PRC, the United States, the United Kingdom, the European Union (or any member thereof), Japan, Singapore or other jurisdictions relevant to the Group or the Global Offering (each a “ Relevant Jurisdiction ” and collectively, the “Relevant Jurisdictions ”); (b) any change or development involving a prospective change, or any event or series of events or circumstances likely to result in a change or prospective change, in any local, national, regional or international financial, political, military, industrial, economic, fiscal, legal, regulatory, currency, credit or market conditions or sentiments, Taxation, equity securities or currency exchange rate or controls or any monetary or trading settlement system, or foreign investment regulations (including, without limitation, a devaluation of the Hong Kong dollar, United States dollar or Renminbi against any foreign currencies, a change in the system under which the value of the Hong Kong dollar is linked to that of the United States dollar or the Renminbi is linked to any foreign currency or currencies) or other financial markets (including, without limitation, conditions and sentiments in stock and bond markets, money and foreign exchange markets, the inter-bank markets and credit markets) in or affecting any Relevant Jurisdictions, or affecting an investment in the Offer Shares; (c) any event or series of events, or circumstances in the nature of force majeure (including, without limitation, any acts of government, declaration of a regional, national or international emergency or war, calamity, crisis, economic sanctions, strikes, labor disputes, other industrial actions, lock-outs, fire, explosion, flooding, tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public disorder, paralysis in government operations, acts of war, epidemic, pandemic, outbreak or escalation, mutation or aggravation of diseases, accident or interruption or delay in transportation, local, national, regional or international outbreak or escalation of hostilities (whether or not war is or has been declared), act of God or act of terrorism (whether or not responsibility has been claimed)) in or affecting any of the Relevant Jurisdictions; (d) the imposition or declaration of any moratorium, suspension or limitation (including without limitation, any imposition of or requirement for any minimum or maximum price limit or price range) on (i) the trading in shares or securities generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Tokyo Stock Exchange, the Singapore Stock Exchange, the New Y ork Stock Exchange, the NASDAQ Global Market or the London Stock Exchange; or (ii) the trading in any securities of the Company listed or quoted on a stock exchange or an over-the-counter market; (e) the imposition or declaration of any general moratorium on banking activities in or affecting any of the Relevant Jurisdictions or any disruption in commercial banking or foreign exchange trading or securities settlement or clearing services, procedures or matters in or affecting any of the Relevant Jurisdictions; (f) other than with the prior written consent of the Joint Sponsor-OCs, the issue or requirement to issue by the Company of a supplement or amendment to this prospectus or other documents in connection with the offer and sale of the Offer Shares pursuant to the Companies (Winding up and Miscellaneous Provisions) Ordinance or the Listing Rules or upon any requirement or request of the Stock Exchange and/or the SFC; (g) the commencement by any authority or other regulatory or political body or organization of any public action or investigation against a Group Company or a director or a senior management member of any Group Company or announcing an intention to take any such action; UNDERWRITING – 253 – --- page 263 --- (h) save as disclosed in this prospectus, the imposition of sanctions or export controls in whatever form, directly or indirectly, on any Group Company or any of the Single Largest Group of Shareholders or by or on any Relevant Jurisdiction, or the withdrawal of trading privileges which existed on the date of the Hong Kong Underwriting Agreement, in whatever form, directly or indirectly, by, or for, any Relevant Jurisdiction; (i) a change or development involving a prospective change in or affecting Taxes or exchange control, currency exchange rates or foreign investment regulations (including, without limitation, a material devaluation of the Hong Kong dollar, United States dollar, the Renminbi, Euro, British pound or Swiss Franc against any foreign currencies, a change in the system under which the value of the Hong Kong dollar is linked to that of the United States dollar or RMB is linked to any foreign currency or currencies), or the implementation of any exchange control, in any of the Relevant Jurisdictions or affecting an investment in the Offer Shares; (j) any valid demand by creditors for payment or repayment of indebtedness of any member of the Group or in respect of which any member of the Group is liable prior to its stated maturity; (k) any non-compliance of this prospectus (or any other documents used in connection with the contemplated offering, allotment, issue, subscription or sale of any of the Offer Shares), the CSRC filings or any aspect of the Global Offering with the Listing Rules or any other applicable laws; (l) any litigation, dispute, legal action or claim or regulatory or administrative investigation or action being threatened, instigated or announced against any member of the Group or any Single Largest Group of Shareholder or any Director or senior management members as named in this prospectus which are not disclosed in this prospectus; (m) any contravention by the Company, any Group Company or any Director of the Listing Rules or applicable laws which are not disclosed in this prospectus; (n) any change or prospective change, or a materialization of, any of the risks set out in the section headed “Risk Factors” in this prospectus, which in any such case, individually or in the aggregate, in the sole and absolute opinion of the Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters): (A) has or will or may have a material adverse effect or any development involving a prospective material adverse effect, on the profits, losses, results of operations, assets, liabilities, general affairs, business, management, performance, prospects, shareholders’ equity, position or condition (financial, trading or otherwise) of the Group, taken as a whole (the “ Material Adverse Effect ”); (B) has or will or may have a material adverse effect on the success of the Global Offering or the level of applications or under the Hong Kong Public Offering or the level of indications of interest under the International Offering; (C) makes or will make or may make it impracticable, inadvisable, inexpedient or incapable for any material part of the Hong Kong Underwriting Agreement, the Hong Kong Public Offering or the Global Offering to be performed or implemented as envisaged, or for the Hong Kong Public Offering and/or the Global Offering to proceed or to market the Global Offering or the delivery or distribution of the Offer Shares on the terms and in the manner contemplated by the Offering Documents (as defined in the Hong Kong Underwriting Agreement); or UNDERWRITING – 254 – --- page 264 --- (D) has or will or may have the effect of making any part of the Hong Kong Underwriting Agreement (including underwriting) incapable of performance in accordance with its terms or preventing the processing of applications and/or payments pursuant to the Global Offering or pursuant to the underwriting thereof; or (ii) there has come to the notice of the Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters) that: (a) any statement contained in any of the Offering Documents, Application Proof (as defined in the Hong Kong Underwriting Agreement), PHIP (as defined in the Hong Kong Underwriting Agreement), the CSRC filings and/or any notices, announcements, advertisements, communications or other documents issued or used by and on behalf of the Company in connection with the Hong Kong Public Offering (including any supplement or amendment thereto) (the “ Global Offering Documents ”)(save and except for the logos, names, addresses and qualifications of the Underwriters), was, when it was issued, or has become untrue, incorrect, inaccurate in any material respect or misleading; or that any estimate, forecast, expression of opinion, intention or expectation contained in any such Global Offering Documents, was, when it was issued, or has become unfair or misleading in any respect or based on untrue, dishonest or unreasonable assumptions or given in bad faith; or (b) any matter has arisen or has been discovered which would, had it arisen or been discovered immediately before the date of this prospectus, constitute a material omission or misstatement in any Global Offering Document; (c) any breach of, or any event or circumstance rendering untrue or incorrect or misleading in any respect, any of the representations, warranties and undertakings given by the Company or the Single Largest Group of Shareholders in the Hong Kong Underwriting Agreement or the International Underwriting Agreement; (d) any event, act or omission which gives rise or is likely to give rise to any liability of any of the Indemnifying Parties pursuant to the indemnities in the Hong Kong Underwriting Agreement; (e) any breach of any of the obligations or undertakings imposed upon the Company or any member of the Single Largest Group of Shareholders or any cornerstone investor (as applicable) to the Hong Kong Underwriting Agreement, the International Underwriting Agreement or the cornerstone investment agreements; (f) there is any change or development involving a prospective change, constituting or having a Material Adverse Effect; (g) that the Chairman of the Board, any Director or any member of senior management of the Company named in this prospectus seeks to retire, or is removed from office or vacating his/her office; (h) any Director or any member of senior management of the Company named in this prospectus is being charged with an indictable offence or prohibited by operation of law or otherwise disqualified from taking part in the management or taking directorship of a company; (i) there is the commencement by any governmental, political or regulatory body of any investigation or other action against any Director or member of senior management of the Company in his or her capacity as such or any member of the Group or an announcement by any governmental, political or regulatory body that it intends to commence any such investigation or take any such action which will have a Material Adverse Effect on the Global Offering; UNDERWRITING – 255 – --- page 265 --- (j) the Company withdraws this prospectus (and/or any other documents used in connection with the subscription or sale of any of the Offer Shares pursuant to the Global Offering) or the Global Offering; (k) that the approval by the Listing Committee of the listing of, and permission to deal in, the H Shares in issue and to be issued pursuant to the Global Offering (including pursuant to any exercise of the Over-allotment Option) is refused or not granted, other than subject to customary conditions, on or before the Listing Date, or if granted, the approval is subsequently withdrawn, cancelled, qualified (other than by customary conditions), revoked or withheld; (l) any person (other than any of the Joint Sponsors) has withdrawn its consent to the issue of this prospectus with the inclusion of its reports, letters and/or legal opinions (as the case may be) and references to its name included in the form and context in which it respectively appears; (m) any prohibition on the Company for whatever reason from offering, allotting, issuing or selling any of the Offer Shares pursuant to the terms of the Global Offering; (n) any person (other than the Joint Sponsors) has withdrawn or sought to withdraw its consent to being named in any of the Offering Documents, Application Proof, PHIP or to the issue of any of the Offering Documents, Application Proof or PHIP; (o) an order or petition is presented for the winding-up or liquidation of any member of the Group, or any member of the Group makes any composition or arrangement with its creditors or enters into a scheme of arrangement or any resolution is passed for the winding-up of any member of the Group or a provisional liquidator, receiver or manager is appointed over all or part of the assets or undertaking of any member of the Group or anything analogous thereto occurs in respect of any member of the Group; (p) (A) the notice of acceptance of the CSRC filings issued by the CSRC and/or the results of the CSRC filings published on the website of the CSRC is rejected, withdrawn, revoked or invalidated; or (B) other than with the prior written consent of the Joint Sponsor-OCs, the issue or requirement to issue by the Company of a supplement or amendment to the CSRC filings pursuant to the CSRC Rules or upon any requirement or request of the CSRC; or (C) any non-compliance of the CSRC filings with the CSRC Rules or any other applicable laws; (q) that (i) a material portion of the orders placed or confirmed in the bookbuilding process or (ii) any investment commitment made by any cornerstone investors under the Cornerstone Investment Agreements signed with such cornerstone investors, have been withdrawn, terminated or cancelled, as a result of which, the payment of the relevant investment amount not being received or settled in the stipulated time and manner or otherwise, then, in each case, the Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters) may, in their sole and absolute discretion and upon giving notice in writing to the Company, terminate the Hong Kong Underwriting Agreement with immediate effect. Undertakings to the Stock Exchange pursuant to the Listing Rules Undertakings by our Company Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock Exchange that it will not issue any further Shares or securities convertible into equity securities of our Company (whether or not of a class already listed) or enter into any agreement to such an issue within six months from the UNDERWRITING – 256 – --- page 266 --- Listing Date (whether or not such issue of Shares or securities will be completed within six months from the Listing Date), except for (a) pursuant to the Global Offering (including the Over-allotment Option); or (b) under any of the circumstances provided under Rule 10.08 of the Listing Rules. Undertakings by our Single Largest Group of Shareholders Each member of our Single Largest Group of Shareholders has voluntarily undertaken to us and that except pursuant to the Global Offering (including the Over-allotment Option), he/it will not, and will procure that the relevant registered holder(s) will not, without the prior written consent of the Joint Sponsor-OCs and unless otherwise in compliance with the applicable requirements of the Listing Rules: in the period commencing on the date by reference to which disclosure of its shareholdings in our Company is made in this prospectus and ending on the date which is six months from the Listing Date, either directly or indirectly, dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of our securities that he/it is shown to beneficially own in this prospectus (the “ Relevant Shares ”). Undertakings pursuant to the Hong Kong Underwriting Agreement Undertakings by our Company Pursuant to the Hong Kong Underwriting Agreement, our Company has undertaken to each of the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries not to, without the prior written consent of the Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters and the Capital Market Intermediaries) and unless in compliance with the Listing Rules during the period commencing on the date of the Hong Kong Underwriting Agreement and ending on, and including, the last date of the six months after the Listing Date (the “ First Six-Month Period ”): (i) offer, allot, issue, sell, accept subscription for, contract to allot, issue or sell, contract or agree to allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, right or contract to purchase, purchase any option or contract to sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, or otherwise transfer or dispose of or create an encumbrance under the Hong Kong Underwriting Agreement (the “Encumbrance ”) over, or agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally or unconditionally, or repurchase, any legal or beneficial interest in any share capital or other equity securities of our Company, as applicable, or any interests in any of the foregoing (including, but not limited to, any securities that are convertible into or exercisable or exchangeable for, or that represent the right to receive, or any warrants or other rights to subscribe for, any share capital or other equity securities of our Company, as applicable, or any interests in any of the foregoing), or deposit any share capital or other equity securities of our Company, as applicable, with a depositary in connection with the issue of depositary receipts); or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of subscription or ownership (legal or beneficial) of the H Shares or other equity securities of our Company, as applicable, or any interest therein (including, without limitation, any securities of which are convertible into or exchangeable or exercisable for, or represent the right to receive, or any warrants or other rights to purchase, any H Shares or other equity securities of our Company, as applicable, or any interests in any of the foregoing); or UNDERWRITING – 257 – --- page 267 --- (iii) enter into any transaction with the same economic effect as any transaction described in paragraphs (i) or (ii) above; or (iv) offer to or contract to or agree to or announce, or publicly disclose that our Company will or may enter into any transaction described in paragraphs (i), (ii) or (iii) above, in each case, whether any of the transactions specified in paragraphs (i), (ii) or (iii) above is to be settled by delivery of share capital or other equity securities of our Company, as applicable, in cash or otherwise (whether or not the issue of such share capital or other shares or securities of our Company will be completed within the First Six-Month Period), provided that the foregoing restrictions shall not apply to the issue of the H Shares by our Company pursuant to the Global Offering. In the event that, during the period of six months commencing on the date on which the First Six-Month Period expires (the “ Second Six-Month Period ”), our Company enters into any of the transactions specified in paragraphs (i), (ii) and (i) above or offers to or agrees to or contracts to, or announces, or publicly discloses, any intention to, enter into any such transactions, our Company shall take all reasonable steps to ensure that we will not create a disorderly or false market in any H Shares or other securities of our Company. The Single Largest Group of Shareholders under the Hong Kong Underwriting Agreement undertakes to each of the Joint Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries to procure the Company to comply with the undertakings in the paragraph above. The Company has agreed and undertaken to each of the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that it will comply with the minimum public float requirements specified in the Listing Rules or any waiver granted and not revoked by the Stock Exchange (the “ Minimum Public Float Requirement ”), and it will not effect any purchase of the H Shares, or agree to do so, which may reduce the holdings of the H Shares held by the public (as defined in Rule 8.24 of the Listing Rules) to below the Minimum Public Float Requirement or any waiver granted and not revoked by the Stock Exchange prior to the expiration of the First Six Month Period without first having obtained the prior written consent of the Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters). Undertakings by the Single Largest Group of Shareholders Each of the Single Largest Group of Shareholders has voluntarily undertaken to each of the Company, the Joint Sponsors, the Joint Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the CMIs, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that without the prior written consent of the Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters) (such consent shall not be unreasonably withheld or delayed) and unless in compliance with the requirements of the Listing Rules: (a) it/he will not, and will procure that the relevant registered holder(s), any nominee or trustee holding on trust for it/him/her and the companies controlled by it/him/her will not, at any time during the First Six-Month Period, (i) sell, offer to sell, accept subscription for, contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to purchase, grant or purchase any option, warrant, contract or right to sell, or otherwise transfer or dispose of or create an Encumbrance over, or agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally or unconditionally, any H Shares or other securities of the Company or any interest therein (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any H Shares or any such other securities, as applicable or any interest in any of the foregoing), or deposit any H Shares or other securities of the Company with a depositary in connection with the issue of depositary receipts, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership (legal or beneficial) of any H Shares or other securities of the Company or any interest therein UNDERWRITING – 258 – --- page 268 --- (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any H Shares or any such other securities of the Company, as applicable or any interest in any of the foregoing), or (iii) enter into any transaction with the same economic effect as any transaction specified in (i) or (ii) above, or (iv) offer to or agree to or announce any intention to effect any transaction specified in (i), (ii) or (iii) above, in each case, whether any of the transactions specified in (i), (ii) or (iii) above is to be settled by delivery of H Shares or other securities of the Company or in cash or otherwise, and whether or not the transactions will be completed within the First Six-Month Period; and (b) it/he will not, during the Second Six-Month Period, enter into any of the transactions specified in (a)(i), (a)(ii) or (a)(iii) above or offer to or agree to contract to or publicly announce any intention to effect any such transaction if, immediately following any sale, transfer or disposal or upon the exercise or enforcement of any option, right, interest or Encumbrance pursuant to such transaction, it will cease to be a member of the Single Largest Shareholders or would together with the other member of the Single Largest Shareholders cease to be the Single Largest Group of Shareholders of the Company; and (c) until the expiry of the Second Six-Month Period, in the event that it enters into any of the transactions specified in (a)(i), (a)(ii) or (a)(iii) or offer to or agrees to or contract to or publicly announce any intention to effect any such transaction, it/he will take all reasonable steps to ensure that such a disposal will not create a disorderly or false market in the securities of the Company. Indemnity The Company has agreed to indemnify the Hong Kong Underwriters and the Capital Market Intermediaries for certain losses which they may suffer or incur, including losses arising from their performance of their obligations under the Hong Kong Underwriting Agreement and any breach by the Company of the Hong Kong Underwriting Agreement. INTERNATIONAL OFFERING International Underwriting Agreement In connection with the International Offering, it is expected that our Company will enter into the International Underwriting Agreement with the Joint Sponsors, the Joint Sponsor-OCs and the International Underwriters. Under the International Underwriting Agreement and subject to the Over- allotment Option, the International Underwriters will, subject to certain conditions set out therein, severally and not jointly, agree to procure subscribers or purchasers for, or to purchase, their respective proportions of the International Offer Shares being offered under the International Offering (subject to, among other, any reallocation between the International Offering and the Hong Kong Public Offering). It is expected that the International Underwriting Agreement may be terminated on similar grounds as those in the Hong Kong Underwriting Agreement. Potential investors should note that if the International Underwriting Agreement is not entered into, or is terminated, the Global Offering will not proceed. The Company has agreed to indemnify the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries for certain losses which they may suffer or incur, including losses arising from their performance of their obligations under the Hong Kong Underwriting Agreement and any breach by the Company of the Hong Kong Underwriting Agreement. UNDERWRITING – 259 – --- page 269 --- Over-allotment Option The Company is expected to grant to the International Underwriters the Over-allotment Option, exercisable by the Joint Sponsor-OCs (for themselves and on behalf of the International Underwriters) at any time from the Listing Date until 30 days after the last day for lodging applications under the Hong Kong Public Offering, pursuant to which the Company may be required to issue up to an aggregate of 8,011,000 H Shares, representing not more than 15% of the number of Offer Shares initially available under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering, if any. See “Structure of the Global Offering—Over-allotment Option.” UNDERWRITING COMMISSIONS AND LISTING EXPENSES The Underwriters and the Capital Market Intermediaries will receive an underwriting commission equal to 3.0% of the aggregate Offer Price payable for the Offer Shares (including any Offer Shares to be issued pursuant to the exercise of the Over-allotment Option), out of which they will pay any sub-underwriting commissions and other fees (the “ Fixed Fees ”). Our Company may, at our sole and absolute discretion, pay to one or more Underwriters or Capital Market Intermediaries an additional incentive fee up to 1.0% of the Offer Price payable for the Offer Shares (including any Offer Shares to be issued pursuant to the exercise of the Over-allotment Option) (the “ Discretionary Fees ”). Accordingly, the unallocated portion of the Fixed Fees will be regarded as discretionary fees for the purpose of the Listing Rules. The ratio of the fixed fees and discretionary fees (as classified under and for the purpose of Rule 3A.34 of the Listing Rules) payable by the Company to all syndicate members is expected to be approximately 57.74:42.26 (assuming (i) an Offer Price of HK$18.36; (ii) the Over-allotment Option will not be exercised; and (iii) the Discretionary Fees will be paid in full). For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering, the underwriting commission will not be paid to the Hong Kong Underwriters but will instead be paid, at the rate applicable to the International Offering, to the relevant International Underwriters. The aggregate underwriting commissions and fees (including the incentive fees and assuming full payment), together with the Stock Exchange listing fees, the SFC transaction levy, AFRC transaction levy the Stock Exchange trading fee, legal and other professional fees, printing and other expenses relating to the Global Offering, are estimated to be approximately HK$70.11 million (assuming an Offer Price of HK$18.36 per Offer Share, the full payment of the discretionary incentive fee and no exercise of the Over-allotment Option) in aggregate, and are to be borne by us. ACTIVITIES BY SYNDICATE MEMBERS We describe below a variety of activities that each of the Underwriters and the Capital Market Intermediaries of the Hong Kong Public Offering and the International Offering (together, the “ Syndicate Members ”) and their affiliates, may individually undertake, and which do not form part of the underwriting process. When engaging in any of these activities, it should be noted that the Syndicate Members are subject to restrictions, including the following: (a) under the agreement among the Syndicate Members, all of them must not make bids or purchases or effect any other transactions (including but not limited to issuing any option or derivative or structured product which has, as its underlying asset, any Offer Shares), whether in the open market or otherwise, for the purpose of or with a view to creating actual, or apparent, active trading in the Offer Shares or raising, stabilizing or maintaining the price of the Offer Shares to or at levels other than those which might otherwise prevail in the open market; and UNDERWRITING – 260 – --- page 270 --- (b) all of them must comply with all applicable laws and regulations, including the market misconduct provisions of the SFO, including the provisions prohibiting insider dealing, false trading, price rigging and stock market manipulation. The Syndicate Members and their affiliates are diversified financial institutions with relationships in countries around the world. These entities engage in a wide range of commercial and investment banking, brokerage, funds management, trading, hedging, investing and other activities for their own account and for the accounts of others. In relation to the H Shares, those activities could include acting as agent for buyers and sellers of the H Shares, entering into over the counter or listed derivative transactions or listed or unlisted securities transactions (including issuing securities such as derivative warrants listed on a stock exchange) which have the H Shares as their or part of their underlying assets. Those activities may require hedging activity by those entities involving, directly or indirectly, buying and selling the H Shares. All such activity could occur in Hong Kong and elsewhere in the world and may result in the Syndicate Members and their affiliates holding long and/or short positions in the H Shares, in baskets of securities or indices including the H Shares, in units of funds that may purchase the H Shares, or in derivatives related to any of the foregoing. In relation to issues by the Syndicate Members or their affiliates of any listed securities having the H Shares as their underlying securities, whether on the Stock Exchange or on any other stock exchange, the rules of the exchange may require the issuer of those securities (or one of its affiliates or agents) to act as a market maker or liquidity provider in the security, and this will also result in hedging activity in the H Shares in most cases. These activities may affect the market price or value of the H Shares, the liquidity or trading volume in the H Shares, and the volatility of the price of the H Shares, and the extent to which this occurs from day to day cannot be estimated. UNDERWRITERS’ AND CAPITAL MARKET INTERMEDIARIES’ INTEREST IN OUR GROUP Except as disclosed in this prospectus and the obligations under the Hong Kong Underwriting Agreement and the International Underwriting Agreement, none of the Underwriters and the Capital Market Intermediaries has any shareholding interest in any member of our Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of our Group. Following the completion of the Global Offering, the Hong Kong Underwriters and their affiliated companies may hold a certain portion of the H Shares as a result of fulfilling their obligations under the Hong Kong Underwriting Agreement. JOINT SPONSORS’ INDEPENDENCE The Joint Sponsors satisfies the independence criteria applicable to sponsors as set out in Rule 3A.07 of the Listing Rules. UNDERWRITING – 261 – --- page 271 --- THE GLOBAL OFFERING This prospectus is published in connection with the Hong Kong Public Offering as part of the Global Offering. The Global Offering comprises: (i) the Hong Kong Public Offering of initially 5,340,800 Offer Shares (subject to reallocation) in Hong Kong as described in “—The Hong Kong Public Offering” below in this section; and (ii) the International Offering of initially 48,066,200 Offer Shares (subject to reallocation and the Over-allotment Option) outside the United States in offshore transactions in reliance on Regulation S and the applicable laws of the jurisdiction where those offers and sales occur, as described in “—The International Offering” below in this section. Investors may either apply for the Hong Kong Offer Shares under the Hong Kong Public Offering, or apply for or indicate an interest for the International Offer Shares under the International Offering, but may not do both. The Offer Shares in the Global Offering will represent approximately 14.09% of our enlarged share capital immediately after the completion of the Global Offering, without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme. If the Over-allotment Option is exercised in full and without taking into account any Shares that may be issued upon exercise of options under the 2026 Pre-IPO Share Option Scheme, the Offer Shares will represent approximately 15.87% of the enlarged issued share capital the Company immediately following the completion of the Global Offering. The underwriting arrangements, and the respective Underwriting Agreements, are summarized in the section headed “Underwriting” in this prospectus. References in this prospectus to applications, application or subscription monies or procedure for applications relate solely to the Hong Kong Public Offering. THE HONG KONG PUBLIC OFFERING Number of Offer Shares Initially Offered Our Company is offering 5,340,800 Offer Shares (subject to reallocation) for subscription by the public in Hong Kong at the Offer Price, representing approximately 10% of the total number of Offer Shares initially available under the Global Offering. The number of Offer Shares initially offered under the Hong Kong Public Offering, subject to any reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering, will represent approximately 1.41% of our Company’s enlarged share capital immediately after completion of the Global Offering (without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme). The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to institutional and professional investors. Professional investors generally include brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in shares and other securities and corporate entities which regularly invest in shares and other securities. Completion of the Hong Kong Public Offering is subject to the conditions as set out in “—Conditions of the Global Offering” below in this section. Allocation Allocation of the Hong Kong Offer Shares to applicants under the Hong Kong Public Offering will be based on the level of valid applications received under the Hong Kong Public Offering. The basis of allocation may vary depending on the number of Hong Kong Offer Shares validly applied for by applicants. We may, if necessary, allocate the Hong Kong Offer Shares on the basis of balloting, which STRUCTURE OF THE GLOBAL OFFERING – 262 – --- page 272 --- would mean that some applicants may receive a higher allocation than others who have applied for the same number of Hong Kong Offer Shares and those applicants who are not successful in the ballot may not receive any Hong Kong Offer Shares. For allocation purposes only, the total number of the Hong Kong Offer Shares available under the Hong Kong Public Offering is to be divided equally into two pools (subject to reallocation at odd lot size): pool A and pool B, both of which are available on an equitable basis to successful applicants with any odd board lots being allocated to pool A: Pool A: the Offer Shares will be allocated on an equitable basis to valid applicants who have applied for the Hong Kong Offer Shares with an aggregate subscription price of HK$5 million (excluding the brokerage, the SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee payable) or less; and Pool B: the Offer Shares will be allocated on an equitable basis to valid applicants who have applied for the Hong Kong Offer Shares with an aggregate subscription price of more than HK$5 million (excluding the brokerage, the SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee payable) and up to the total value of pool B. Applicants should be aware that applications in pool A and applications in pool B may receive different allocation ratios. If the Hong Kong Offer Shares in one (but not both) of the pools are under-subscribed, the surplus Hong Kong Offer Shares will be transferred to the other pool to satisfy demand in the pool and be allocated accordingly. For the purpose of this subsection only, the “subscription price” for the Offer Shares means the price payable on application therefor (without regard to the Offer Price as finally determined). Applicants can only receive an allocation of Hong Kong Offer Shares from either pool A or pool B but not from both pools. Multiple or suspected multiple applications under the Hong Kong Public Offering and any application for more than 50% of the Hong Kong Offer Shares initially comprised in the Hong Kong Public Offering (being 2,670,400 Hong Kong Offer Shares) will be rejected. Reallocation The Offer Shares to be offered in the Hong Kong Public Offering and the International Offering may, in certain circumstances, be reallocated as between these offerings at the discretion of the Joint Sponsor-OCs, in accordance with Chapter 4.14 of the Guide for New Listing Applicants, following below mechanism: (a) where the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, and the International Offer Shares are fully subscribed or oversubscribed or undersubscribed, then up to 2,670,200 Offer Shares may be reallocated from the International Offering to the Hong Kong Public Offering, so that the total number of Offer Shares available for subscription under the Hong Kong Public Offering will increase up to 8,011,000 Offer Shares, representing approximately 15% of the number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option) and the final Offer Price shall be fixed at HK$18.36 per Offer Share; and (b) where the Hong Kong Offer Shares are undersubscribed: (i) if the International Offering Shares are fully subscribed or oversubscribed, the Joint Sponsor-OCs have the authority to reallocate all or any unsubscribed Hong Kong Offer Shares to the International Offering, in such proportions as the Joint Sponsor-OCs deem appropriate; and (ii) if the International Offering Shares are undersubscribed, the Global Offering will not proceed unless the Underwriters would subscribe for or procure subscribers for their STRUCTURE OF THE GLOBAL OFFERING – 263 – --- page 273 --- respective applicable proportions of the Offer Shares being offered which are not taken up under the Global Offering on the terms and conditions of the prospectus and the Underwriting Agreements. Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide for New Listing Applicants and the provision of paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory clawback or reallocation mechanism is required to increase the number of Offer Shares under the Hong Kong Public Offering to a certain percentage of the total number of Offer Shares offered under the Global Offering. Details of any reallocation of Offer Shares between the Hong Kong Public Offering and the International Offering will be disclosed in the results announcement of the Global Offering. Applications Each applicant under the Hong Kong Public Offering will also be required to give an undertaking and confirmation in the application submitted by him or her that he or she and any person(s) for whose benefit he or she is making the application have not applied for or taken up, or indicated an interest for, and will not apply for or take up, or indicate an interest for, any Offer Shares under the International Offering, and such applicant’s application under the International Offering is liable to be rejected if the said undertaking and/or confirmation is breached and/or untrue (as the case may be). The listing of the Offer Shares on the Stock Exchange is sponsored by the Joint Sponsors. Applicants under the Hong Kong Public Offering may be required to pay, on application (subject to application channels), the Offer Price of HK$18.36 per Offer Share in addition to any brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee payable on each Offer Share. THE INTERNATIONAL OFFERING Number of Offer Shares Offered Subject to the Over-allotment Option, our Company will be initially offering for subscription under the International Offering 48,066,200 Offer Shares, representing approximately 90% of the Offer Shares initially available under the Global Offering and approximately 12.68% of our enlarged issued share capital immediately after completion of the Global Offering (without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme). Allocation The International Offering will include selective marketing of the International Offer Shares to institutional and professional investors and other investors anticipated to have a sizeable demand for such International Offer Shares in Hong Kong and other jurisdictions outside the United States in reliance on Regulation S. Professional investors generally include brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in shares and other securities and corporate entities which regularly invest in shares and other securities. Prospective professional, institutional and other investors will be required to specify the number of International Offer Shares under the International Offering they would be prepared to acquire. This process, known as “book-building”, is expected to continue up to, and to cease on or around, the last day for lodging applications under the Hong Kong Public Offering. Allocation of International Offer Shares pursuant to the International Offering will be determined by the Joint Sponsor-OCs (for themselves and on behalf of the Underwriters) and will be based on a number of factors, including the level and timing of demand, the total size of the relevant investor’s invested assets or equity assets in the relevant sector and whether or not it is expected that the relevant investor is likely STRUCTURE OF THE GLOBAL OFFERING – 264 – --- page 274 --- to buy further Offer Shares, and/or hold or sell its Offer Shares, after the listing of the Offer Shares on the Stock Exchange. Such allocation is intended to result in a distribution of the Offer Shares on a basis which would lead to the establishment of a solid professional and institutional shareholder base to the benefit of our Company and our Shareholders as a whole. The Joint Sponsor-OCs (for themselves and on behalf of the Underwriters) may require any investor who has been offered the International Offer Shares under the International Offering and who has made an application under the Hong Kong Public Offering to provide sufficient information to the Joint Sponsor-OCs so as to allow it to identify the relevant application under the Hong Kong Public Offering and to ensure that they are excluded from any application of the Hong Kong Offer Shares under the International Offering. OVER-ALLOTMENT OPTION In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the International Underwriters, exercisable by the Joint Sponsor-OCs (for themselves and on behalf of the Underwriters). Pursuant to the Over-allotment Option, the International Underwriters will have the right, exercisable by the Joint Sponsor-OCs (for themselves and on behalf of the Underwriters) at anytime from the Listing Date until 30 days after the last day for lodging applications under the Hong Kong Public Offering, to require the Company to issue up to an aggregate of 8,011,000 H Shares, representing not more than 15% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price under the International Offering to, cover over-allocations in the International Offering, if any. If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued pursuant thereto will represent approximately 2.07% of the enlarged issued share capital of the Company immediately following the completion of the Global Offering and without taking into account any Shares that may be issued under the 2026 Pre-IPO Share Option Scheme. If the Over-allotment Option is exercised, an announcement will be made. STABILIZATION Stabilization is a practice used by underwriters in some markets to facilitate the distribution of securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary market, during a specified period of time, to retard and, if possible, prevent, a decline in the market price of the securities below the offer price. Such transactions may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements, including those of Hong Kong. In Hong Kong, the price at which stabilization is effected is not permitted to exceed the offer price. In connection with the Global Offering, the Stabilizing Manager through its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect short sales or any other stabilizing transactions with a view to stabilizing or maintaining the market price of the H Shares for a limited period after the Listing Date at a level higher than that which might otherwise prevail in the open market. Short sales involve the sale by the Stabilizing Manager through its affiliates of a greater number of H Shares than the Underwriters are required to purchase in the Global Offering. “Covered” short sales are sales made in an amount not greater than the Over-Allotment Option. The Stabilizing Manager through its affiliates may close out the covered short position by either exercising the Over-Allotment Option to purchase additional Offer Shares or purchasing H Shares in the open market. In determining the source of the H Shares to close out the covered short position, the Stabilizing Manager through its affiliates will consider, among others, the price of H Shares in the open market as compared to the price at which they may purchase additional H Shares pursuant to the Over-Allotment Option. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the H Shares while the Global Offering is in progress. Any market purchases of the H Shares may be effected on any stock exchange, including the Stock Exchange, any over-the-counter market or otherwise, provided that STRUCTURE OF THE GLOBAL OFFERING – 265 – --- page 275 --- they are made in compliance with all applicable laws and regulatory requirements. However, there is no obligation on the Stabilizing Manager through its affiliates or any person acting for it to conduct any such stabilizing action, which if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager through its affiliates or any person acting for it, (b) may be discontinued at any time, and (c) is required to be brought to an end within 30 days after the last day for the lodging of applications under the Hong Kong Public Offering. The number of the H Shares that may be over-allocated will not exceed the number of the H Shares that may be sold and transferred pursuant to the exercise of the Over-Allotment Option, namely, 8,011,000 Offer Shares, which is approximately 15.00% of the number of Offer Shares initially available under the Global Offering, in the event that the whole or part of the Over-Allotment Option is exercised. In Hong Kong, stabilizing activities must be carried out in accordance with the Securities and Futures (Price Stabilizing) Rules. Stabilizing actions permitted pursuant to the Securities and Futures (Price Stabilizing) Rules include: (a) over-allocating for the purpose of preventing or minimizing any reduction in the market price of the H Shares; (b) selling or agreeing to sell the H Shares so as to establish a short position in them for the purpose of preventing or minimizing any deduction in the market price of the H Shares; (c) subscribing, or agreeing to subscribe, for the H Shares to be sold and transferred pursuant to the exercise of the Over-Allotment Option in order to close out any position established under (a) or (b) above; (d) purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of preventing or minimizing any reduction in the market price of the H Shares; (e) selling or agreeing to sell any H Shares to liquidate any position established as a result of those purchases; and (f) offering or attempting to do anything described in (b), (c), (d) and (e) above. Stabilizing actions by the Stabilizing Manager through its affiliates, or any person acting for it, will be entered into in accordance with the laws, rules and regulations in place in Hong Kong on stabilization. Prospective applications for investors in the Offer Shares should note that: (a) as a result of effecting transactions to stabilize or maintain the market price of the H Shares, the Stabilizing Manager through its affiliates, or any person acting for it, may maintain a long position in the H Shares; (b) the size of the long position, and the period for which the Stabilizing Manager through its affiliates, or any person acting for it, will maintain the long position is at the discretion of the Stabilizing Manager through its affiliates and is uncertain; (c) liquidation of any such long position by the Stabilizing Manager through its affiliates and selling in the open market may lead to a decline in the market price of the H Shares; (d) no stabilizing action can be taken to support the price of the H Shares for longer than the stabilizing period, which begins on the Listing Date, and is expected to expire on Sunday, July 12, 2026, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, when no further stabilizing action may be taken, demand for the H Shares, and their market price, could fall after the end of the stabilizing period. These activities by the Stabilizing Manager through its affiliates may stabilize, maintain or otherwise affect the market price of the H Shares. As a result, the price of the H Shares may be higher than the price that otherwise may exist in the open market; STRUCTURE OF THE GLOBAL OFFERING – 266 – --- page 276 --- (e) any stabilizing action taken by the Stabilizing Manager through its affiliates, or any person acting for it, may not necessarily result in the market price of the H Shares staying at or above the Offer Price either during or after the stabilizing period; and (f) stabilizing bids or transactions effected in the course of the stabilizing action may be made at a price at or below the Offer Price and therefore at or below the price paid by applicants for, or investors in, the Offer Shares. An announcement in compliance with the Securities and Futures (Price Stabilizing) Rules will be made within seven days of the expiration of the stabilizing period. PRICING AND ALLOCATION The Offer Price will be HK$18.36 per Offer Share, unless otherwise announced, as further explained below. If you apply for the Offer Shares under the Hong Kong Public Offering, you may be required to pay the Offer Price of HK$18.36 per Offer Share, plus 1.0% brokerage, 0.0027% SFC transaction levy, 0.00015% AFRC transaction levy and 0.00565% Stock Exchange trading fee, amounting to a total of HK$3,709.04 for one board lot of 200 H Shares. The International Underwriter will be soliciting from prospective investors indications of interest in acquiring Offer Shares in the International Offering. Prospective professional and institutional investors will be required to specify the number of Offer Shares under the International Offering they would be prepared to acquire at the Offer Price. This process, known as “book-building”, is expected to continue up to, and to cease on or around, the last day for lodging applications under the Hong Kong Public Offering. The Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters) may, where considered appropriate, based on the level of interest expressed by prospective investors during the book-building process, and with the prior consent of our Company, reduce the number of Offer Shares and/or the Offer Price below that stated in this prospectus prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a situation, our Company will, as soon as practicable following the decision to make such reduction and in any event not later than the morning of the last day for lodging applications under the Hong Kong Public Offering, post a notice on the website of the Stock Exchange ( www.hkexnews.hk ) and the website of our Company ( www.senasic.com ) (the contents of the website do not form a part of this prospectus). Our Company will also, as soon as practicable following the decision to make such change, issue a supplemental prospectus updating investors of the change in the number of Offer Shares being offered under the Global Offering and/or the Offer Price. The Global Offering must first be canceled and subsequently relaunched on FINI pursuant to the supplemental prospectus. Before submitting applications for the Hong Kong Offer Shares, applicants should have regard to the possibility that any notice of a reduction in the number of Offer Shares and/or the Offer Price may not be made until the last day for lodging applications under the Hong Kong Public Offering. In the absence of any such notice so published, the number of Offer Shares will not be reduced and/or the Offer Price, if agreed upon with our Company and the Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters) will under no circumstances be set outside the Offer Price stated in this prospectus. The final Offer Price, the indication of the level of interest in the International Offering, the basis of allotment of the Offer Shares available under the Hong Kong Public Offering and the results of allocations in the Hong Kong Public Offering are expected to be made available in a variety of channels in the manner described in the section headed “How to Apply for Hong Kong Offer Shares—D. Despatch/Collection of H Share Certificates and Refund of Application Monies” in this prospectus. UNDERWRITING AGREEMENT The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the terms of the Hong Kong Underwriting Agreement and is conditional upon the International Underwriting Agreement being signed and becoming unconditional. STRUCTURE OF THE GLOBAL OFFERING – 267 – --- page 277 --- We expect to enter into the International Underwriting Agreement relating to the International Offering on or around Monday, June 15, 2026. The underwriting arrangements under the Hong Kong Underwriting Agreement and the International Underwriting Agreement are summarized in the section headed “Underwriting” in this prospectus. CONDITIONS OF THE GLOBAL OFFERING Acceptance of all applications for Hong Kong Offer Shares is conditional on, among others: (a) the Listing Committee granting approval for the listing of, and permission to deal in, the Shares in issue and to be issued (including any Shares that may be issued pursuant to the exercise of the Over-allotment Option) pursuant to the Global Offering on the Main Board of the Stock Exchange and such approval not subsequently having been withdrawn or revoked prior to the Listing Date; (b) the execution and delivery of the International Underwriting Agreement on or around Monday, June 15, 2026; and (c) the obligations of the Hong Kong Underwriters and the Capital Market Intermediaries under the Hong Kong Underwriting Agreement and the obligations of the International Underwriters and the Capital Market Intermediaries under the International Underwriting Agreement becoming unconditional and not having been terminated in accordance with the terms of the respective agreements, in each case on or before the dates and times specified in the Hong Kong Underwriting Agreement and/or the International Underwriting Agreement, as the case may be (unless and to the extent such conditions are validly waived on or before such dates and times) and in any event not later than 30 days after the date of this prospectus. The consummation of each of the Hong Kong Public Offering and the International Offering is conditional upon, among other things, the other offering becoming unconditional and not having been terminated in accordance with its terms. If the above conditions are not fulfilled or waived prior to the times and dates specified, the Global Offering will lapse, and the Stock Exchange will be notified immediately. Notice of the lapse of the Hong Kong Public Offering will be published by our Company on the website of the Stock Exchange (www.hkexnews.hk ) and on the website of our Company ( www.senasic.com ) on the next day following such lapse. In such a situation, all application monies will be returned, without interest, on the terms set forth in the section headed “How to Apply for Hong Kong Offer Shares—D. Despatch/Collection of H Share Certificates and Refund of Application Monies” in this prospectus. In the meantime, all application monies will be held in separate bank account(s) with the receiving banks or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong). APPLICATION FOR LISTING ON THE STOCK EXCHANGE We have applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the H Shares in issue and to be issued by us pursuant to the Global Offering and to be converted from the Unlisted Shares as well as the Shares to be issued pursuant to exercised of the options under the 2026 Pre-IPO Share Option Scheme. Except that we have applied for the Listing on the Stock Exchange, no part of our Company’s share or loan capital is listed on or dealt in on any other stock exchange and no such listing or permission to deal is being or proposed to be sought in the near future. STRUCTURE OF THE GLOBAL OFFERING – 268 – --- page 278 --- H SHARES WILL BE ELIGIBLE FOR CCASS All necessary arrangements have been made to enable the H Shares to be admitted into CCASS. If the Stock Exchange grants the listing of, and permission to deal in, the H Shares and our Company complies with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the H Shares on the Stock Exchange or any other date HKSCC chooses. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time. DEALING ARRANGEMENTS Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Wednesday, June 17, 2026, it is expected that dealings in our H Shares on the Stock Exchange will commence at 9:00 a.m. on Wednesday, June 17, 2026. Our H Shares will be traded in board lots of 200 H Shares each and the stock code of the H Shares will be 6675. STRUCTURE OF THE GLOBAL OFFERING – 269 – --- page 279 --- IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES FULLY ELECTRONIC APPLICATION PROCESS We have adopted a fully electronic application process for the Hong Kong Public Offering and below are the procedures for application. This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information” section, and our website at www.senasic.com . The contents of this prospectus are identical to the prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. A. APPLICATION FOR HONG KONG OFFER SHARES 1. Who Can Apply Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying for:  are 18 years of age or older;  have a Hong Kong address (for the HK eIPO White Form service only) ; and  are outside the United States, and are not a United States Person (as defined in Regulation S under the U.S. Securities Act). Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying for:  are an existing Shareholder or its/his/her close associates; or  are a Director or any of his/her close associates; or  have been allocated or have applied for any International Offer Shares or otherwise participated in the International Offering. HOW TO APPLY FOR HONG KONG OFFER SHARES – 270 – --- page 280 --- 2. Application Channels The Hong Kong Public Offering period will begin at 9:00 a.m. on Tuesday, June 9, 2026 and end at 12:00 noon on Friday, June 12, 2026, (Hong Kong time). To apply for Hong Kong Offer Shares, you may use one of the following application channels: Application Channel Platform Target Investors Application Time HK eIPO White Form service www.hkeipo.hk Applicants who would like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name. From 9:00 a.m. on Tuesday, June 9, 2026, to 11:30 a.m. on Friday, June 12, 2026, Hong Kong time. The latest time for completing full payment of application monies will be 12:00 noon on Friday, June 12, 2026, Hong Kong time. HKSCC EIPO channel Y our broker or custodian who is a HKSCC Participant will submit electronic application instructions on your behalf through HKSCC’s FINI system in accordance with your instruction. Applicants who would not like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees, deposited directly into CCASS and credited to your designated HKSCC Participant’s stock account. Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian. The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to capacity limitations and potential service interruptions and you are advised not to wait until the last day of the application period to apply for Hong Kong Offer Shares. For those applying through the HK eIPO White Form service, once you complete payment in respect of any application instructions given by you or for your benefit through the HK eIPO White Form service to make an application for Hong Kong Offer Shares, an actual application shall be deemed to have been made. If you are a person for whose benefit the electronic application instructions are given, you shall be deemed to have declared that only one set of electronic application instructions has been given for your benefit. If you are an agent for another person, you shall be deemed to have declared that you have only given one set of electronic application instructions for the benefit of the person for whom you are an agent and that you are duly authorized to give those instructions as an agent. For the avoidance of doubt, giving an application instruction under the HK eIPO White Form service more than once and obtaining different application reference numbers without effecting full payment in respect of a particular reference number will not constitute an actual application. If you apply through the HK eIPO White Form service, you are deemed to have authorized the HK eIPO White Form Service Provider to apply on the terms and conditions in this prospectus, as supplemented and amended by the terms and conditions of the HK eIPO White Form service. HOW TO APPLY FOR HONG KONG OFFER SHARES – 271 – --- page 281 --- By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus and any supplement to it. For those applying through HKSCC EIPO channel, an actual application will be deemed to have been made for any application instructions given by you or for your benefit to HKSCC (in which case an application will be made by HKSCC Nominees on your behalf) provided such application instruction has not been withdrawn or otherwise invalidated before the closing time of the Hong Kong Public Offering. HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the terms and conditions of this prospectus. 3. Information Required to Apply Y ou must provide the following information with your application: For Individual/Joint Applicants For Corporate Applicants  Full name(s) 2 as shown on your identity document  Full name(s) 2 as shown on your identity document  Identity document’s issuing country or jurisdiction  Identity document’s issuing country or jurisdiction  Identity document type, with order of priority: i. HKID card; or ii. National identification document; or iii. Passport; and  Identity document type, with order of priority: i. LEI registration document; or ii. Certificate of incorporation; or iii. Business registration certificate; or iv. Other equivalent document; and  Identity document number  Identity document number Notes: (1) If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail address, a contact telephone number and a Hong Kong address. Y ou are also required to declare that the identity information provided by you follows the requirements as described in Note 2 below. In particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The number of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual members’ names. (2) The applicant’s full name as shown on their identity document must be used and the surname, given name, middle and other names (if any) must be input in the same order as shown on the identity document. If an applicant’s identity document contains both an English and Chinese name, both English and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the applicant’s identity document type must be strictly followed and where an individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number must be used when making an application to subscribe for Hong Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has a LEI certificate. (3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the asset management company or the individual fund, as appropriate, which has opened a trading account with the broker will be required, as above. HOW TO APPLY FOR HONG KONG OFFER SHARES – 272 – --- page 282 --- (4) The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice. (5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii), the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint beneficial owner. If you do not include this information, the application will be treated as being made for your benefit. (6) If you are applying as an unlisted company and (i) the principal business of that company is dealing in securities; and (ii) you exercise statutory control over that company, then the application will be treated as being for your benefit and you should provide the required information in your application as stated above. “Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other stock exchange. “Statutory control” means you:  control the composition of the board of directors of the company;  control more than half of the voting power of the company; or  hold more than half of the issued share capital of the company (not counting any part of it which carries no right to participate beyond a specified amount in a distribution of either profits or capital). For those applying through HKSCC EIPO channel, and making an application under a power of attorney, we and the Joint Sponsor-OCs, as our agent, have discretion to consider whether to accept it on any conditions we think fit, including evidence of the attorney’s authority. Failing to provide any required information may result in your application being rejected. 4. Permitted Number of Hong Kong Offer Shares for Application Board lot size : 200 Shares Permitted number of Hong Kong Offer Shares for application and amount payable on application/ successful allotment : Hong Kong Offer Shares are available for application in specified board lot sizes only. Please refer to the amount payable associated with each specified board lot size in the table below. The Offer Price is HK$18.36 per Share. If you are applying through the HKSCC EIPO channel, your broker or custodian may require you to pre-fund your application, in such amount as determined by the broker or custodian, based on the applicable laws and regulations in Hong Kong. Y ou are responsible for complying with any such pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer Shares you applied for. By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to arrange payment of the Offer Price, brokerage, SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy by debiting the relevant nominee bank account at the Designated Bank for your broker or custodian. If you are applying through the HK eIPO White Form service, you may refer to the table below for the amount payable for the number of H Shares you have selected. Y ou must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares. HOW TO APPLY FOR HONG KONG OFFER SHARES – 273 – --- page 283 --- No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment No. of Hong Kong Offer Shares applied for Amount payable (2) on application/ successful allotment HK$ HK$ HK$ HK$ 200 3,709.04 3,000 55,635.48 40,000 741,806.42 500,000 9,272,580.30 400 7,418.06 4,000 74,180.64 50,000 927,258.04 600,000 11,127,096.35 600 11,127.10 5,000 92,725.81 60,000 1,112,709.63 700,000 12,981,612.42 800 14,836.13 6,000 111,270.96 70,000 1,298,161.24 800,000 14,836,128.48 1,000 18,545.17 7,000 129,816.12 80,000 1,483,612.85 900,000 16,690,644.55 1,200 22,254.18 8,000 148,361.29 90,000 1,669,064.45 1,000,000 18,545,160.60 1,400 25,963.22 9,000 166,906.45 100,000 1,854,516.05 1,500,000 27,817,740.90 1,600 29,672.25 10,000 185,451.61 200,000 3,709,032.12 2,000,000 37,090,321.20 1,800 33,381.29 20,000 370,903.21 300,000 5,563,548.18 2,670,400 (1) 49,522,996.86 2,000 37,090.32 30,000 556,354.82 400,000 7,418,064.25 (1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares initially offered. (2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively. 5. Multiple Applications Prohibited Y ou or your joint applicant(s) shall not make more than one application for your own benefit, except where you are a nominee and provide the information of the underlying investor in your application as required under the paragraph headed “—A. Application for Hong Kong Offer Shares—3. Information Required to Apply” in this section. If you are suspected of submitting or cause to submit more than one application, all of your applications will be rejected. Multiple applications made either through (i) the HK eIPO White Form service, (ii) HKSCC EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made an application through the HK eIPO White Form service or HKSCC EIPO channel, you or the person(s) for whose benefit you have made the application shall not apply for any International Offer Shares. The H Share Registrar would record all applications into its system and identify suspected multiple applications with identical names and identification document numbers according to the Best Practice Note on Treatment of Multiple/Suspected Multiple Applications (“ Best Practice Note ”) issued by the Federation of Share Registrars Limited. Since applications are subject to personal information collection statements, identification document numbers displayed are redacted. 6. Terms and Conditions of An Application By applying for Hong Kong Offer Shares through the HK eIPO White Form service or HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your behalf): (i) undertake to execute all relevant documents and instruct and authorize us and/or the Joint Sponsor-OCs, as our agents, to execute any documents for you and to do on your behalf all things necessary to register any Hong Kong Offer Shares allocated to you in your name or in the name of HKSCC Nominees as required by the Articles of Association, and (if you are applying through the HKSCC EIPO channel) to deposit the allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated HKSCC Participant’s stock account on your behalf; HOW TO APPLY FOR HONG KONG OFFER SHARES – 274 – --- page 284 --- (ii) confirm that you have read and understand the terms and conditions and application procedures set out in this prospectus and the designated website of the HK eIPO White Form service (or as the case may be, the agreement you entered into with your broker or custodian), and agree to be bound by them; (iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, undertakings and warranties under the participant agreement between your broker or custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC Operational Procedures for giving application instructions to apply for Hong Kong Offer Shares; (iv) confirm that you are aware of the restrictions on offers and sales of shares set out in this prospectus and they do not apply to you, or the person(s) for whose benefit you have made the application; (v) confirm that you have read this prospectus and any supplement to it and have relied only on the information and representations contained therein in making your application (or as the case may be, causing your application to be made) and will not rely on any other information or representations; (vi) agree that the Relevant Persons 1, the H Share Registrar and HKSCC will not be liable for any information and representations not in this prospectus and any supplement to it; (vii) agree to disclose the details of your application and your personal data and any other personal data which may be required about you and the person(s) for whose benefit you have made the application to us, the Relevant Persons, the H Share Registrar, HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or regulations, for the purposes under the paragraph headed “—G. Personal Data—Purposes” and “—G. Personal Data—4. Transfer of Personal Data” in this section; (viii) agree (without prejudice to any other rights which you may have once your application (or as the case may be, HKSCC Nominees’ application) has been accepted) that you will not rescind it because of an innocent misrepresentation; (ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any application made by you or HKSCC Nominees on your behalf cannot be revoked once it is accepted, which will be evidenced by the notification of the result of the ballot by the H Share Registrar by way of publication of the results at the time and in the manner as specified in the paragraph headed “—B. Publication of Results” in this section; (x) confirm that you are aware of the situations specified in the paragraph headed “—C Circumstances in which you will not be allocated Hong Kong Offer Shares” in this section; (xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and the resulting contract will be governed by and construed in accordance with the laws of Hong Kong; (xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place outside Hong Kong that apply to your application and that neither we nor the Relevant Persons will breach any law inside and/or outside Hong Kong as a result of the acceptance of your offer to purchase, or any action arising from your rights and obligations under the terms and conditions contained in this prospectus; 1 Relevant Persons would include the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the Capital Market Intermediates and any of their or the Company’s respective directors, officers, employees, partners, agents or representatives and any other parties involved in the Global Offering. HOW TO APPLY FOR HONG KONG OFFER SHARES – 275 – --- page 285 --- (xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not financed directly or indirectly by the Company, any of the directors, chief executives, substantial Shareholder(s) or existing shareholder(s) of the Company or any of its subsidiaries or any of their respective close associates; and (b) you are not accustomed or will not be accustomed to taking instructions from the Company, any of the directors, chief executives, substantial shareholder(s) or existing shareholder(s) of the Company or any of its subsidiaries or any of their respective close associates in relation to the acquisition, disposal, voting or other disposition of the Shares registered in your name or otherwise held by you; (xiv) warrant that the information you have provided is true and accurate; (xv) confirm that you understand that we and the Joint Sponsor-OCs will rely on your declarations and representations in deciding whether or not to allocate any Hong Kong Offer Shares to you and that you may be prosecuted for making a false declaration; (xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to you under the application; (xvii) declare and represent that this is the only application made and the only application intended by you to be made to benefit you or the person for whose benefit you are applying; (xviii) (if the application is made for your own benefit) warrant that no other application has been or will be made for your benefit by giving electronic application instructions to HKSCC directly or indirectly or through the application channel of the HK eIPO White Form service or by any one as your agent or by any other person; and (xix) (if you are making the application as an agent for the benefit of another person) warrant that (1) no other application has been or will be made by you as agent for or for the benefit of that person or by that person or by any other person as agent for that person by giving electronic application instructions to HKSCC or the HK eIPO White Form Service Provider and (2) you have due authority to give electronic application instructions on behalf of that other person as its agent. B. PUBLICATION OF RESULTS Results of Allocation Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through: Platform Date/Time Applying through the HK eIPO White Form service or HKSCC EIPO channel: Website From the “Allotment Results” page at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult with a “search by ID” function. The full list of (i) wholly or partially successful applicants using the HK eIPO White Form service and HKSCC EIPO channel, and (ii) the number of Hong Kong Offer Shares conditionally allotted to them, among other things, will be displayed at www.hkeipo.hk/IPOResult or www.tricor.com.hk/ipo/result . 24 hours, from 11:00 p.m. on Tuesday, June 16, 2026 to 12:00 midnight on Monday, June 22, 2026 (Hong Kong time) HOW TO APPLY FOR HONG KONG OFFER SHARES – 276 – --- page 286 --- Platform Date/Time The Stock Exchange’s website at www.hkexnews.hk and our website at www.senasic.com which will provide links to the above mentioned websites of the H Share Registrar. No later than 11:00 p.m. on Tuesday, June 16, 2026 (Hong Kong time). Telephone +852 3691 8488—the allocation results telephone enquiry line provided by the H Share Registrar between 9:00 a.m. and 6:00 p.m., on Wednesday, June 17, 2026 to Tuesday, June 23, 2026 (Hong Kong time) on a business day For those applying through HKSCC EIPO channel, you may also check with your broker or custodian from 6:00 p.m. on Monday, June 15, 2026 (Hong Kong time). HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on Monday, June 15, 2026 on a 24-hour basis and should report any discrepancies on allotments to HKSCC as soon as practicable. Allocation Announcement We expect to announce the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong Offer Shares on the Stock Exchange’s website at hkexnews.hk and our website at www.senasic.com by no later than 11:00 p.m. on Tuesday, June 16, 2026, (Hong Kong time). C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER SHARES Y ou should note the following situations in which Hong Kong Offer Shares will not be allocated to you or the person(s) for whose benefit you are applying for: 1. If your application is revoked: Y our application or the application made by HKSCC Nominees on your behalf may be revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. 2. If we or our agents exercise our discretion to reject your application: We, the Joint Sponsor-OCs, the H Share Registrar and their respective agents and nominees have full discretion to reject or accept any application, or to accept only part of any application, without giving any reasons. 3. If the allocation of Hong Kong Offer Shares is void: The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant permission to list the Shares either:  within three weeks from the closing date of the application lists; or  within a longer period of up to six weeks if the Stock Exchange notifies us of that longer period within three weeks of the closing date of the application lists. 4. If:  you make multiple applications or suspected multiple applications. Y ou may refer to the paragraph headed “—A. Application for Hong Kong Offer Shares—5. Multiple Applications Prohibited” in this section on what constitutes multiple applications; HOW TO APPLY FOR HONG KONG OFFER SHARES – 277 – --- page 287 ---  your application instruction is incomplete;  your payment (or confirmation of funds, as the case may be) is not made correctly;  the Underwriting Agreements do not become unconditional or are terminated;  we or the Joint Sponsor-OCs believe that by accepting your application, it or we would violate applicable securities or other laws, rules or regulations. 5. If there is money settlement failure for allotted Shares: Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants will be required to hold sufficient application funds on deposit with their Designated Bank before balloting. After balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion of these funds required to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment from their Designated Bank. There is a risk of money settlement failure. In the extreme event of money settlement failure by a HKSCC Participant (or its Designated Bank), who is acting on your behalf in settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC Participant and its Designated Bank to determine the cause of failure and request such defaulting HKSCC Participant to rectify or procure to rectify the failure. However, if it is determined that such settlement obligation cannot be met, the affected Hong Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares applied for by you through the broker or custodian may be affected to the extent of the settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares due to the money settlement failure by such HKSCC Participant. None of us, the Relevant Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you due to the money settlement failure. D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF APPLICATION MONIES Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel where the Share certificates will be deposited into CCASS as described below). No temporary document of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application. H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting” has not been exercised. Investors who trade H Shares prior to the receipt of H Share certificates or the H Share certificates becoming valid do so entirely at their own risk. The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus application monies pending clearance of application monies. HOW TO APPLY FOR HONG KONG OFFER SHARES – 278 – --- page 288 --- The following sets out the relevant procedures and time: HK eIPO White Form service HKSCC EIPO channel Despatch/collection of H Share certificate 2 For application of 1,000,000 Hong Kong Offer Shares or more Collection in person at the H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong Time : from 9:00 a.m. to 1:00 p.m. on Wednesday, June 17, 2026 (Hong Kong time) If you are an individual, you must not authorize any other person to collect for you. If you are a corporate applicant, your authorized representative must bear a letter of authorization from your corporation stamped with your corporation’s chop. Both individuals and authorized representatives must produce, at the time of collection, evidence of identity acceptable to the H Share Registrar. Note: If you do not collect your H Share certificate(s) personally within the time above, it/they will be sent to the address specified in your application instructions by ordinary post at your own risk. H Share certificate(s) will be issued in the name of HKSCC Nominees, deposited into CCASS and credited to your designated HKSCC Participant’s stock account No action by you is required For application of less than 1,000,000 Hong Kong Offer Shares Y our H Share certificate(s) will be sent to the address specified in your application instructions by ordinary post at your own risk Date : Tuesday, June 16, 2026 Refund mechanism for surplus application monies paid by you Date Wednesday, June 17, 2026 Subject to the arrangement between you and your broker or custodian Responsible party H Share Registrar Y our broker or custodian Application monies paid through single bank account HK eIPO White Form e-Auto Refund payment instructions to your designated bank account Y our broker or custodian will arrange refund to your designated bank account subject to the arrangement between you and it HOW TO APPLY FOR HONG KONG OFFER SHARES – 279 – --- page 289 --- HK eIPO White Form service HKSCC EIPO channel Application monies paid through multiple bank accounts Refund cheque(s) will be despatched to the address as specified in your application instructions by ordinary post at your own risk 2 Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or an “extreme conditions” announcement issued after a super typhoon in force in Hong Kong in the morning on Tuesday, June 16, 2026 rendering it impossible for the relevant H Share certificates to be despatched to HKSCC in a timely manner, the Company shall procure the H Share Registrar to arrange for delivery of the supporting documents and H Share certificates in accordance with the contingency arrangements as agreed between them. Y ou may refer to “—E. Bad Weather Arrangements” in this section. E. BAD WEATHER ARRANGEMENTS The Opening and Closing of the Application Lists The application lists will not open or close on Friday, June 12, 2026 if, there is/are:  a tropical cyclone warning signal number 8 or above;  a black rainstorm warning; and/or  Extreme Conditions, (collectively, “ Bad Weather Signals ”), in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, June 12, 2026. Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next business day which does not have Bad Weather Signals in force at any time between 9:00 a.m. and 12:00 noon. Prospective investors should be aware that a postponement of the opening/closing of the application lists may result in a delay in the listing date. Should there be any changes to the dates mentioned in the section headed “Expected Timetable” in this prospectus, an announcement will be made and published on the Stock Exchange’s website at www.hkexnews.hk and our website at www.senasic.com of the revised timetable. If a Bad Weather Signal is hoisted on Tuesday, June 16, 2026, the H Share Registrar will make appropriate arrangements for the delivery of the H Share certificates to the CCASS Depository’s service counter so that they would be available for trading on Wednesday, June 17, 2026. If a Bad Weather Signal is hoisted on Tuesday, June 16, 2026, for application of less than 1,000,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be made by ordinary post when the post office re-opens after the Bad Weather Signal is lowered or canceled (e.g. in the afternoon of Tuesday, June 16, 2026 or on Wednesday, June 17, 2026). If a Bad Weather Signal is hoisted on Wednesday, June 17, 2026, for application of 1,000,000 Hong Kong Offer Shares or more, physical H Share certificate(s) will be available for collection in person at the H Share Registrar’s office after the Bad Weather Signal is lowered or canceled (e.g. in the afternoon of Wednesday, June 17, 2026 or on Thursday, June 18, 2026). Prospective investors should be aware that if they choose to receive physical H Share certificates issued in their own name, there may be a delay in receiving the H Share certificates. HOW TO APPLY FOR HONG KONG OFFER SHARES – 280 – --- page 290 --- F. ADMISSION OF THE SHARES INTO CCASS If the Stock Exchange grants the listing of, and permission to deal in, the Shares on the Stock Exchange and we comply with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares or any other date HKSCC chooses. Settlement of transactions between Exchange Participants is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made enabling the Shares to be admitted into CCASS. Y ou should seek the advice of your broker or other professional advisor for details of the settlement arrangement as such arrangements may affect your rights and interests. G. PERSONAL DATA The following Personal Information Collection Statement applies to any personal data collected and held by the Company, the H Share Registrar, the receiving bank and the Relevant Persons about you in the same way as it applies to personal data about applicants other than HKSCC Nominees. This personal data may include client identifier(s) and your identification information. By giving application instructions to HKSCC, you acknowledge that you have read, understood and agree to all of the terms of the Personal Information Collection Statement below. 1. Personal Information Collection Statement This Personal Information Collection Statement informs the applicant for, and holder of, Hong Kong Offer Shares, of the policies and practices of the Company and the H Share Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). 2. Reasons for the Collection of Y our Personal Data It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that personal data supplied to the Company or its agents and the H Share Registrar is accurate and up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or out of their names or in procuring the services of the H Share Registrar. Failure to supply the requested data or supplying inaccurate data may result in your application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the Company or the H Share Registrar to effect transfers or otherwise render their services. It may also prevent or delay registration or transfers of Hong Kong Offer Shares which you have successfully applied for and/or the despatch of H Share certificate(s) to which you are entitled. It is important that applicants for and holders of Hong Kong Offer Shares inform the Company and the H Share Registrar immediately of any inaccuracies in the personal data supplied. 3. Purposes Y our personal data may be used, held, processed, and/or stored (by whatever means) for the following purposes:  processing your application and refund cheque and HK eIPO White Form e-Auto Refund payment instruction(s), where applicable, verification of compliance with the terms and application procedures set out in this prospectus and announcing results of allocation of Hong Kong Offer Shares; HOW TO APPLY FOR HONG KONG OFFER SHARES – 281 – --- page 291 ---  compliance with applicable laws and regulations in Hong Kong and elsewhere;  registering new issues or transfers into or out of the names of the holders of the Shares including, where applicable, HKSCC Nominees;  maintaining or updating the register of members of the Company;  verifying identities of applicants for and holders of the Shares and identifying any duplicate applications for the Shares;  facilitating Hong Kong Offer Shares balloting;  establishing benefit entitlements of holders of the Shares, such as dividends, rights issues, bonus issues, etc.;  distributing communications from the Company and its subsidiaries;  compiling statistical information and profiles of the holder of the Shares;  disclosing relevant information to facilitate claims on entitlements; and  any other incidental or associated purposes relating to the above and/or to enable the Company and the H Share Registrar to discharge their obligations to applicants and holders of the Shares and/or regulators and/or any other purposes to which applicants and holders of the Shares may from time to time agree. 4. Transfer of Personal Data Personal data held by the Company and the H Share Registrar relating to the applicants for and holders of Hong Kong Offer Shares will be kept confidential but the Company and the H Share Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or transfer (whether within or outside Hong Kong) the personal data to, from or with any of the following:  the Company’s appointed agents such as financial advisers, receiving bank and overseas principal share registrar;  HKSCC or HKSCC Nominees, who will use the personal data and may transfer the personal data to the H Share Registrar, in each case for the purposes of providing its services or facilities or performing its functions in accordance with its rules or procedures and operating FINI and CCASS (including where applicants for the Hong Kong Offer Shares request a deposit into CCASS);  any agents, contractors or third-party service providers who offer administrative, telecommunications, computer, payment or other services to the Company or the H Share Registrar in connection with their respective business operation;  the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or regulations, including for the purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s performance of its statutory functions; and  any persons or institutions with which the holders of Hong Kong Offer Shares have or propose to have dealings, such as their bankers, solicitors, accountants or brokers etc. HOW TO APPLY FOR HONG KONG OFFER SHARES – 282 – --- page 292 --- 5. Retention of Personal Data The Company and the H Share Registrar will keep the personal data of the applicants and holders of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the personal data were collected. Personal data which is no longer required will be destroyed or dealt with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). 6. Access to and Correction of Personal Data Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether the Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to correct any data that is inaccurate. The Company and the H Share Registrar have the right to charge a reasonable fee for the processing of such requests. All requests for access to data or correction of data should be addressed to the Company and the H Share Registrar, at their registered address disclosed in the section headed “Corporate Information” in this prospectus or as notified from time to time, for the attention of the company secretary, or the H Share Registrar for the attention of the privacy compliance officer. HOW TO APPLY FOR HONG KONG OFFER SHARES – 283 – --- page 293 --- The following is the text of a report set out on pages I-1 to I-48, received from the Company’ s reporting accountants, KPMG, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this prospectus. ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS OF SENASIC ELECTRONICS TECHNOLOGY CO., LTD. AND CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED AND GUOTAI JUNAN CAPITAL LIMITED Introduction We report on the historical financial information of SENASIC Electronics Technology Co., Ltd. (the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-48, which comprises the consolidated statements of financial position of the Group and the statements of financial position of the Company as at 31 December 2023, 2024 and 2025 and the consolidated statements of profit or loss and other comprehensive income, the consolidated statements of changes in equity and the consolidated cash flow statements for each of the years ended 31 December 2023, 2024 and 2025 (the “Track Record Period”), and material accounting policy information and other explanatory information (together, the “Historical Financial Information”). The Historical Financial Information set out on pages I-3 to I-48 forms an integral part of this report, which has been prepared for inclusion in the prospectus of the Company dated 9 June 2026 (the “Prospectus”) in connection with the initial listing of shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited. Directors’ responsibility for Historical Financial Information The directors of the Company are responsible for the preparation of Historical Financial Information that gives a true and fair view in accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial Information, and for such internal control as the directors of the Company determine is necessary to enable the preparation of the Historical Financial Information that is free from material misstatement, whether due to fraud or error. Reporting accountants’ responsibility Our responsibility is to express an opinion on the Historical Financial Information and to report our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 200 “Accountants’ Reports on Historical Financial Information in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). This standard requires that we comply with ethical standards and plan and perform our work to obtain reasonable assurance about whether the Historical Financial Information is free from material misstatement. Our work involved performing procedures to obtain evidence about the amounts and disclosures in the Historical Financial Information. The procedures selected depend on the reporting accountants’ judgement, including the assessment of risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the reporting accountants consider internal control relevant to the entity’s preparation of Historical Financial Information that gives a true and fair view in accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial Information in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our work also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical Financial Information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. APPENDIX I ACCOUNTANTS’ REPORT – I-1 – --- page 294 --- Opinion In our opinion, the Historical Financial Information gives, for the purpose of the accountants’ report, a true and fair view of the Company’s and the Group’s financial position as at 31 December 2023, 2024 and 2025, and of the Group’s financial performance and cash flows for the Track Record Period in accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial Information. Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Companies (Winding Up and Miscellaneous Provisions) Ordinance Adjustments In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as defined on page I-3 have been made. Dividends We refer to Note 28 to the Historical Financial Information which states that no dividends have been paid by the Company in respect of the Track Record Period. Certified Public Accountants 8th Floor, Prince’s Building 10 Chater Road Central, Hong Kong 9 June 2026 APPENDIX I ACCOUNTANTS’ REPORT – I-2 – --- page 295 --- HISTORICAL FINANCIAL INFORMATION Set out below is the Historical Financial Information which forms an integral part of this accountants’ report. The consolidated financial statements of the Group for the Track Record Period, on which the Historical Financial Information is based, were audited by KPMG under separate terms of engagement with the Company in accordance with Hong Kong Standards on Auditing issued by the HKICPA (the “Underlying Financial Statements”). APPENDIX I ACCOUNTANTS’ REPORT – I-3 – --- page 296 --- CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Y ear ended 31 December Note 2023 2024 2025 RMB’000 RMB’000 RMB’000 Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 223,483 347,540 477,861 Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(186,337) (276,936) (344,273) Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 70,604 133,588 Other net (losses)/income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 (1,376) (1,805) 5,478 Selling and marketing costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(11,455) (15,794) (19,656) Administrative expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(40,951) (44,984) (65,353) Research and development costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(95,891) (107,901) (101,531) Impairment losses on goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 (76,136) – – Loss from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(188,663) (99,880) (47,474)----------- ----------- ----------- Changes in the carrying amount of liabilities recognised for financial instruments issued to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 (164,506) (251,161) (282,288) Other finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,231) (298) (802) Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(a) (166,737) (251,459) (283,090)----------- ----------- ----------- Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 (355,400) (351,339) (330,564) Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(a) (401) – – Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564) Attributable to: Equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (329,821) Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (743) Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564) Loss per share Basic and Diluted (RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 (1.28) (1.13) (1.02) Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564) Other comprehensive income for the year Item that may be reclassified subsequently to profit or loss: – Exchange differences on translation of financial statements of overseas subsidiaries – – 281 Total comprehensive income for the year /H1100/H1100/H1100(355,801) (351,339) (330,283) Attributable to: Equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (329,756) Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (527) Total comprehensive income for the year /H1100/H1100/H1100(355,801) (351,339) (330,283) APPENDIX I ACCOUNTANTS’ REPORT – I-4 – --- page 297 --- CONSOLIDATED STATEMENTS OF FINANCIAL POSITION At 31 December Note 2023 2024 2025 RMB’000 RMB’000 RMB’000 Non-current assets Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 16,969 18,657 19,421 Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 7,519 3,609 7,072 Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 4,508 2,900 4,427 Financial assets at fair value through profit or loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 10,037 – – Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 –– – Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 1,829 1,608 1,713 40,862 26,774 32,633----------- ----------- ----------- Current assets Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 128,233 156,650 234,924 Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 126,741 107,348 196,348 Financial assets at fair value through profit or loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 233,272 274,704 50,048 Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(a) 3,001 3,080 3,158 Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 3,183 35,092 22,015 Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(a) 98,805 89,088 201,347 593,235 665,962 707,840----------- ----------- ----------- Current liabilities Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 86,818 96,328 79,060 Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 – 12,103 81,119 Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 4,296 3,393 3,550 91,114 111,824 163,729----------- ----------- ----------- Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100502,121 554,138 544,111----------- ----------- ----------- Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100542,983 580,912 576,744----------- ----------- ----------- Non-current liabilities Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 3,433 209 3,229 Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 – 4,338 4,255 Financial instruments issued to investors /H1100/H1100/H1100/H1100/H110026 1,379,823 1,735,984 2,048,272 1,383,256 1,740,531 2,055,756----------- ----------- ----------- NET LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012) Capital and reserves Paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(c) 15,183 – – Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(d) – 16,147 16,282 Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(e) (855,456) (1,175,766) (1,503,481) Total deficit attributable to equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,487,199) Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,187 TOTAL DEFICIT /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012) APPENDIX I ACCOUNTANTS’ REPORT – I-5 – --- page 298 --- STATEMENTS OF FINANCIAL POSITION OF THE COMPANY At 31 December Note 2023 2024 2025 RMB’000 RMB’000 RMB’000 Non-current assets Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,521 17,256 15,589 Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,282 2,346 3,973 Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,785 2,415 4,183 Investments in subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 61,285 96,285 126,285 Financial assets at fair value through profit or loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 10,037 – – Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,355 1,094 882 96,265 119,396 150,912----------- ----------- ----------- Current assets Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 93,264 121,098 192,764 Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 144,671 131,302 234,291 Financial assets at fair value through profit or loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 213,272 254,674 50,048 Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,001 3,080 3,158 Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,183 35,092 22,015 Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,520 16,740 78,521 542,911 561,986 580,797----------- ----------- ----------- Current liabilities Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 90,825 80,510 52,150 Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 – 12,103 81,119 Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,095 2,070 2,032 93,920 94,683 135,301----------- ----------- ----------- Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100448,991 467,303 445,496----------- ----------- ----------- Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100545,256 586,699 596,408----------- ----------- ----------- Non-current liabilities Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,279 209 1,719 Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,338 3,665 Financial instruments issued to investors /H1100/H1100/H1100/H1100/H110026 1,379,823 1,735,984 2,048,272 1,382,102 1,740,531 2,053,656----------- ----------- ----------- NET LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(836,846) (1,153,832) (1,457,248) Capital and reserves Paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(c) 15,183 – – Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(d) – 16,147 16,282 Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(e) (852,029) (1,169,979) (1,473,530) TOTAL DEFICIT /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(836,846) (1,153,832) (1,457,248) APPENDIX I ACCOUNTANTS’ REPORT – I-6 – --- page 299 --- CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Attributable to equity shareholders of the Company Note Paid-in capital Share capital Capital reserve Share premium Accumulated losses Total Non- controlling interests Total deficit RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Note 28(c)) (Note 28(d)) (Note 28(e)(ii)) (Note 28(e)(i)) Balance at 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H11003,939 – (3,448) – (488,782) (488,291) – (488,291)------ ------ ------ ------ -------- ------ ------- ------ Loss and total comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (355,801) (355,801) – (355,801) Capital injections from investors /H1100/H1100/H1100/H1100793 – 482,107 – – 482,900 – 482,900 Recognition of financial instruments issued to investors as non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – – (482,900) – – (482,900) – (482,900) Transfer of capital reverse to paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,451 – (10,451) – – – – – Equity-settled share-based transactions /H1100 – – 3,819 – – 3,819 – 3,819------ ------ ------ ------ -------- ------ ------- ------ Balance at 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,183 – (10,873) – (844,583) (840,273) – (840,273) Loss and total comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (351,339) (351,339) – (351,339) Capital injections from investors/shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100628 336 58,387 74,664 – 134,015 – 134,015 Recognition of financial instruments issued to investors as non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – – (105,000) – – (105,000) – (105,000) Conversion to a joint stock company /H1100/H110028(d)(i) (15,811) 15,811 (1,002,789) 530,724 472,065 – – – Equity-settled share-based transactions /H1100 – – 2,978 – – 2,978 – 2,978 Balance at 31 December 2024 /H1100/H1100/H1100/H1100/H1100– 16,147 (1,057,297) 605,388 (723,857) (1,159,619) – (1,159,619)------ ------ ------ ------ -------- ------ ------- ------ Balance at 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 16,147 (1,057,297) 605,388 (723,857) (1,159,619) – (1,159,619)------ ------ ------ ------ -------- ------ ------- ------ Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (329,821) (329,821) (743) (330,564) Other comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100– – – – 65 65 216 281 Total comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100- - - – (329,756) (329,756) (527) (330,283) Capital injections from shareholders /H1100/H1100/H1100 – 135 – 29,865 – 30,000 – 30,000 Recognition of financial instruments issued to investors as non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – – (30,000) – – (30,000) – (30,000) Capital injections from non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – – 8,714 8,714 Equity-settled share-based transactions /H1100 – – 2,176 – – 2,176 – 2,176------ ------ ------ ------ -------- ------ ------- ------ Balance at 31 December 2025 /H1100/H1100/H1100/H1100/H1100– 16,282 (1,085,121) 635,253 (1,053,613) (1,487,199) 8,187 (1,479,012) APPENDIX I ACCOUNTANTS’ REPORT – I-7 – --- page 300 --- CONSOLIDATED STATEMENTS OF CASH FLOWS Y ear ended 31 December Note 2023 2024 2025 RMB’000 RMB’000 RMB’000 Operating activities: Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(b) (60,350) (137,122) (173,637) Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(820) – – Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100(61,170) (137,122) (173,637)----------- ----------- ----------- Investing activities: Payments for the purchase of property, plant and equipment and intangible assets /H1100/H1100/H1100/H1100/H1100/H1100(6,254) (8,541) (10,545) Proceeds from disposal of property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– 7 8 Increase in time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,000) – – Payments for acquisition of financial assets measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(332,000) (889,000) (629,665) Proceeds from disposal of financial assets measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110080,274 853,702 856,907 Net cash (used in)/generated from investing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(260,980) (43,839) 216,775----------- ----------- ----------- Financing activities: Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) (4,155) (4,576) (4,996) Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) (318) (203) (155) Proceeds from loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) 5,000 12,008 80,669 Repayment of loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) (110,996) – (12,300) Capital injections from equity shareholder /H1100/H1100/H1100/H1100– 29,015 – Capital injections from non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,714 Proceeds received in advance from the issue of financial instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 – 30,000 – Proceeds from the issue of financial instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 407,900 105,000 – Payment for capitalised listing expenses /H1100/H1100/H1100/H1100/H110018 – – (2,811) Net cash generated from financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100297,431 171,244 69,121----------- ----------- ----------- Net (decrease)/increase in cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(24,719) (9,717) 112,259 Cash and cash equivalents at the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(a) 123,524 98,805 89,088 Cash and cash equivalents at the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(a) 98,805 89,088 201,347 APPENDIX I ACCOUNTANTS’ REPORT – I-8 – --- page 301 --- NOTES TO THE HISTORICAL FINANCIAL INFORMATION 1 BASIS OF PREPARATION AND PRESENTATION OF HISTORICAL FINANCIAL INFORMATION SENASIC Electronics Technology Co., Ltd.* (the “Company”) ( ⑏Ҧ(Ϫᘽ)ʮ̡), formerly known as Nanjing Yingruichuang Electronics Co., Ltd.* (ʮ̡) was incorporated in People’s Republic of China (the “PRC”) in March 2015 as a limited liability company. In November 2024, the Company was converted from a limited liability company into a joint stock limited liability company. The Company and its subsidiaries (together, “the Group”) are principally engaged in design, research and development and sales of chip products. The financial statements of the Company and the subsidiaries of the Group for which there are statutory requirements were prepared in accordance with the relevant accounting rules and regulations applicable to entities in the countries in which they were incorporated and/or established. The statutory financial statements of the Company for the years ended 31 December 2023, 2024 and 2025 were prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance of the PRC (the “PRC GAAP”) and audited by Shanghai Xuanhe Certified Public Accountants (General Partnership)* (ԫ ה(౷ஷΥྫ)) . As at the date of this report, the Company has direct or indirect interests in the following subsidiaries, all of which are private and limited liability companies: Company name Place and date of incorporation/ establishment Particulars of registered and paid-up capital Proportion of ownership interest Principal activities Name of statutory auditor Directly held by the Company Indirectly held by the Company Shanghai SENASIC Electronic Technology Co., Ltd.* ɪऎ ⑏ʮ ̡ The PRC 09 January 2019 RMB65,000,000/ RMB65,000,000 100.00% – Design, research, development and sales of chips products 2023, 2024 and 2025: Shanghai Xuanhe Certified Public Accountants (General Partnership)* (ࢪࠇ ה(౷ஷΥྫ)) Gainsil Semiconductor Technology (Shanghai) Co., Ltd.* Ҧ(ɪऎ)Ϟ ʮ̡ The PRC 17 December 2015 RMB1,960,783/ RMB1,960,783 100.00% – Design, research, development and sales of chips products 2023, 2024 and 2025: Shanghai Xuanhe Certified Public Accountants (General Partnership)* (ࢪࠇ ה(౷ஷΥྫ)) HongKong SENASIC Electronic Limited* ʮ ̡ (i) Hongkong 25 April 2025 HKD10,000/ HKD10,000 100.00% – Holding and trading Company N/A Viatire Tech SDIV . BHD. (i) Malaysia 14 May 2025 RM10,536,438/ RM10,536,338 – 51.00% Manufacturing and sales of chip products N/A Shanghai Xinruichuang Electronic Technology Co., Ltd.ቚ௴ཥɿ ʮ̡ (i) The PRC 5 August 2025 RMB10,000,000/ Nil 100.00% – Design, research and development of chips products N/A Notes: (i) No audited financial statements have been prepared for the relevant periods as they either have not carried on any business since the date of incorporation or not subject to statutory audit requirements under the relevant rules and regulations in the jurisdiction of incorporation. * The English translation of all above companies is for reference only. The official names of the companies established in the PRC are in Chinese. APPENDIX I ACCOUNTANTS’ REPORT – I-9 – --- page 302 --- All companies comprising the Group have adopted 31 December as their financial year end date. The Historical Financial Information has been prepared assuming the Group will continue as a going concern notwithstanding that the Group recorded net liabilities of RMB1,479,012,000 as at 31 December 2025, which is primarily due to financial instruments issued to investors totaling RMB2,048,272,000 (see Note 26). The redemption rights will be unconditionally terminated upon the qualified initial public offering of the Company’s shares and the financial instruments issued to investors would be converted into equity accordingly, resulting in a change from net liabilities to net assets. Taking the above into consideration, and together with the Group’s cash flow forecast for the next twelve months from 31 December 2025, the directors of the Company are of the opinion that the Group is able to meet in full its financial obligations as they fall due for at least the next twelve months from 31 December 2025. Accordingly, the directors of the Company consider it is appropriate to prepare the Historical Financial Information on a going concern basis. The Historical Financial Information has been prepared in accordance with all applicable HKFRS Accounting Standards, which collective term includes all applicable individual Hong Kong Financial Reporting Standards (“HKFRSs”), Hong Kong Accounting Standards (“HKASs”) and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”). Further details of the material accounting policy information are set out in Note 2. The HKICPA has issued a number of new and revised HKFRS Accounting Standards. For the purpose of preparing the Historical Financial Information, the Group has adopted all applicable new and revised HKFRS Accounting Standards to the Track Record Period, except for any new standards or interpretations that are not yet effective for the Track Record Period. The revised and new accounting standards and interpretations issued but not yet effective for the Track Record Period are set out in Note 32. The Historical Financial Information also complies with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The accounting policies set out below have been applied consistently to all periods presented in the Historical Financial Information. The Historical Financial Information are presented in Renminbi (“RMB”) and all values are rounded to the nearest thousand (RMB’000) except when otherwise indicated. 2 MATERIAL ACCOUNTING POLICY INFORMATION (a) Basis of measurement The measurement basis used in the preparation of the Historical Financial Information is the historical cost basis except the financial assets and liabilities measured at FVPL, the financial assets measured at FVOCI are stated at their fair values as explained in Note 2(e). (b) Use of estimates and judgments The preparation of Historical Financial Information in conformity with HKFRS Accounting Standards requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Judgments made by management in the application of HKFRS Accounting Standards that have significant effect on the financial statements and major sources of estimation uncertainty are discussed in Note 3. (c) Subsidiaries and non-controlling interests Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealised losses resulting from intra-group transactions are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. For each business combination, the Group can elect to measure any non-controlling interests (“NCI”) either at fair value or at the NCI’s proportionate share of the subsidiary’s net identifiable assets. APPENDIX I ACCOUNTANTS’ REPORT – I-10 – --- page 303 --- NCI are presented in the consolidated statement of financial position within equity, separately from equity attributable to the equity shareholders of the Company. NCI in the results of the Group are presented on the face of the consolidated statement of profit or loss and other comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year between NCI and the equity shareholders of the Company. Loans from holders of NCI and other contractual obligations towards these holders are presented as financial liabilities in the consolidated statement of financial position in accordance with Notes 2(n) or 2(p) depending on the nature of the liability. Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions. When the Group loses control of a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in that former subsidiary is measured at fair value when control is lost. In the Company’s statement of financial position, an investment in a subsidiary is stated at cost less impairment losses (see Note 2(i)(ii)), unless it is classified as held for sale (or included in a disposal group classified as held for sale). (d) Goodwill Goodwill arising on acquisition of business is measured at cost less accumulated impairment losses and is tested annually for impairment (see Note 3(a)(i)). (e) Other investments in securities The Group’s policies for investments in securities, other than investments in subsidiaries, associates and joint ventures, are set out below. Investments in securities are recognised/derecognised on the date the Group commits to purchase/sell the investment. The investments are initially stated at fair value plus directly attributable transaction costs, except for those investments measured at fair value through profit or loss for which transaction costs are recognised directly in profit or loss. For an explanation of how the Group determines fair value of financial instruments, see Note 29(e). These investments are subsequently accounted for as follows, depending on their classification. (i) Non-equity investments Non-equity investments are classified into one of the following measurement categories: – Amortised cost, if the investment is held for the collection of contractual cash flows which represent solely payments of principal and interest. Expected credit losses, interest income calculated using the effective interest method (see Note 2(t)(ii)), foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. – Fair value through other comprehensive income (“FVOCI”) – recycling, if the contractual cash flows of the investment comprise solely payments of principal and interest and the investment is held within a business model whose objective is achieved by both the collection of contractual cash flows and sale. Expected credit losses, interest income (calculated using the effective interest method) and foreign exchange gains and losses are recognised in profit or loss and computed in the same manner as if the financial asset was measured at amortised cost. The difference between the fair value and the amortised cost is recognised in OCI. When the investment is derecognised, the amount accumulated in OCI is recycled from equity to profit or loss. – Fair value through profit or loss (“FVPL”) if the investment does not meet the criteria for being measured at amortised cost or FVOCI (recycling). Changes in the fair value of the investment (including interest) are recognised in profit or loss. (ii) Equity investments An investment in equity securities is classified as FVPL, unless the investment is not held for trading purposes and on initial recognition the Group makes an irrevocable election to designate the investment at FVOCI (non-recycling) such that subsequent changes in fair value are recognised in OCI. Such elections are made on an instrument-by-instrument basis, but may only be made if the investment meets the definition of equity from the issuer’s perspective. If such election is made for a particular investment, at the time of disposal, the amount accumulated in the fair value reserve (non-recycling) is transferred to retained earnings and not recycled through profit or loss. Dividends from an investment in equity securities, irrespective of whether classified as at FVPL or FVOCI, are recognised in profit or loss as other income. APPENDIX I ACCOUNTANTS’ REPORT – I-11 – --- page 304 --- (f) Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses (see Note 2(i)(ii)). If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components). Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Depreciation is calculated to write-off the cost or valuation of items of property, plant and equipment less their estimated residual values, if any, using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. The estimated useful lives for the current and comparative periods are as follows: – Equipment and machinery 5 years – V ehicles 4 years – Office equipment and furniture 3-5 years – Leasehold improvements Shorter of useful lives or lease term Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. Construction in progress represents property, plant and equipment under construction and equipment pending installation, and is stated at cost less impairment losses (see Note 2(i)(ii)). Capitalisation of construction in progress costs ceases and the construction in progress is transferred to property, plant and equipment when substantially all of the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided in respect of construction in progress until it is substantially completed and ready for its intended use. (g) Intangible assets (other than goodwill) Expenditure on research activities is recognised in profit or loss as incurred. Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the resulting asset. Otherwise, it is recognised in profit or loss as incurred. Capitalised development expenditure is subsequently measured at cost less accumulated amortisation and any accumulated impairment losses. Other Intangible assets, including software and trademark that are acquired by the Group are stated at cost less accumulated amortisation (where the estimated useful life is finite) and impairment losses (see Note 2(i)(ii)). Amortisation is calculated to write-off the cost of intangible assets less their estimated residual values using the straight line method over their estimated useful lives, if any, and is generally recognised in profit or loss. The estimated useful lives for the current and comparative periods are as follows: Software 3-10 years Trademark 5 years Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. (h) Leased assets At inception of a contract, the Group assesses whether the contract is, or contains, a lease. This is the case if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits from that use. (i) As a lessee Where the contract contains lease component(s) and non-lease component(s), the Group has elected not to separate non-lease components and accounts for each lease component and any associated non-lease components as a single lease component for all leases. At the lease commencement date, the Group recognises a right-of-use asset and a lease liability, except for short-term leases that have a lease term of 12 months or less and leases of low-value items which, for the Group are primarily staff dormitories. When the Group enters into a lease in respect of a low-value item, the Group decides whether to capitalise the lease on a lease-by-lease basis. If not capitalised, the associated lease payments are recognised in profit or loss on a systematic basis over the lease term. APPENDIX I ACCOUNTANTS’ REPORT – I-12 – --- page 305 --- Where the lease is capitalised, the lease liability is initially recognised at the present value of the lease payments payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortised cost and interest expense is recognised using the effective interest method. V ariable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability and hence are charged to profit or loss incurred. The right-of-use asset recognised when a lease is capitalised is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses (see Note 2(i)(ii)). Refundable rental deposits are accounted for separately from the right-of-use assets in accordance with the accounting policy applicable to investments in non-equity securities carried at amortised cost. Any excess of the nominal value over the initial fair value of the deposits is accounted for as additional lease payments made and is included in the cost of right-of-use assets. The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension, or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The lease liability is also remeasured when there is a lease modification, which means a change in the scope of a lease or the consideration for a lease that is not originally provided for in the lease contract, if such modification is not accounted for as a separate lease. In this case the lease liability is remeasured based on the revised lease payments and lease term using a revised discount rate at the effective date of the modification. In the consolidated statements of financial position, the current portion of long-term lease liabilities is determined as the present value of contractual payments that are due to be settled within twelve months after the reporting period. (i) Credit losses and impairment of assets (i) Credit losses from financial instruments The Group recognises a loss allowance for expected credit losses (“ECLs”) on: – financial assets measured at amortised cost (including cash and cash equivalents, pledged bank deposits and trade receivables and other receivables, which are held for the collection of contractual cash flows which represent solely payments of principal and interest); Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Generally, credit losses are measured as the present value of all expected cash shortfalls between the contractual and expected amounts. The expected cash shortfalls are discounted using the following rates if the effect is material: – fixed-rate financial assets and trade and other receivables: effective interest rate determined at initial recognition or an approximation there of; – variable-rate financial assets: current effective interest rate. The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. ECLs are measured on the following bases: – 12-month ECLs: these are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months); and – lifetime ECLs: these are the ECLs that result from all possible default events over the expected lives of the items to which the ECL model applies. APPENDIX I ACCOUNTANTS’ REPORT – I-13 – --- page 306 --- The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs: – financial instruments that are determined to have low credit risk at the reporting date; and – other financial instruments for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition. Loss allowances for trade receivables are always measured at an amount equal to lifetime ECLs. Significant increases in credit risk When determining whether the credit risk of a financial instrument (including a loan commitment) has increased significantly since initial recognition and when measuring ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment, that includes forward-looking information. The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Group considers a financial asset to be in default when: – the debtor is unlikely to pay its credit obligations to the group in full, without recourse by the group to actions such as realising security (if any is held); or – the financial asset is 90 days past due. The Group considers a financial instrument to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘investment grade’ in accordance with the globally understood definition or if an external rating is not available, the asset has an internal rating of ‘performing’. Performing means that the counterparty has a strong financial position and there is no past due amounts. ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since initial recognition. Any change in the ECL amount is recognised as an impairment gain or loss in profit or loss. The Group recognises an impairment gain or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account. Credit-impaired financial assets At each reporting date, the Group assesses whether a financial asset is credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable events: – significant financial difficulties of the debtor; – a breach of contract, such as a default or being more than 90 days past due; – the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; – it is probable that the debtor will enter bankruptcy or other financial reorganisation; or – the disappearance of an active market for a security because of financial difficulties of the issuer. Write-off policy The gross carrying amount of a financial asset is written off to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. Subsequent recoveries of an asset that was previously written off are recognised as a reversal of impairment in profit or loss in the period in which the recovery occurs. APPENDIX I ACCOUNTANTS’ REPORT – I-14 – --- page 307 --- (ii) Impairment of other non-current assets At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and other contract costs) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units (“CGU”s). The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. V alue in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis. An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the resulting carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (j) Inventories and other contract costs (i) Inventories Inventories are carried at the lower of cost and net realisable value. Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. (ii) Other contract costs Other contract costs are either the incremental costs of obtaining a contract with a customer or the costs to fulfil a contract with a customer which are not capitalised as inventory, property, plant and equipment (see Note 2(f)) or intangible assets (see Note 2(g)). Incremental costs of obtaining a contract, e.g. sales commissions, are capitalised if the costs relate to revenue which will be recognised in a future reporting period and the costs are expected to be recovered. Other costs of obtaining a contract are expensed when incurred. Costs to fulfil a contract are capitalised if the costs relate directly to an existing contract or to a specifically identifiable anticipated contract; generate or enhance resources that will be used to provide goods or services in the future; and are expected to be recovered. Otherwise, costs of fulfilling a contract, which are not capitalised as inventory, property, plant and equipment or intangible assets, are expensed as incurred. Capitalised contract costs are stated at cost less accumulated amortisation and impairment losses. Amortisation of capitalised contract costs is recognised in profit or loss when the revenue to which the asset relates is recognised (see Note 2(t)(i)). (k) Contract liabilities A contract liability is recognised when the customer pays non-refundable consideration before the Group recognises the related revenue (see Note 2(t)). A contract liability is also recognised if the Group has an unconditional right to receive non-refundable consideration before the Group recognises the related revenue. In such latter cases, a corresponding receivable is also recognised (see Note 2(l)). (l) Trade and other receivables A receivable is recognised when the Group has an unconditional right to receive consideration and only the passage of time is required before payment of that consideration is due. APPENDIX I ACCOUNTANTS’ REPORT – I-15 – --- page 308 --- Trade receivables that do not contain a significant financing component are initially measured at their transaction price. All receivables are subsequently stated at amortised cost (see Note 2(i)(i)). (m) Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and short-term, highly liquid investments that are readily convertible into known amounts of cash, and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are also included as a component of cash and cash equivalents for the purpose of the cash flow statement. Cash and cash equivalents are assessed for ECL (see Note 2(i)(i)). (n) Trade and other payables Trade and other payables are initially recognised at fair value. Subsequent to initial recognition, trade and other payables are stated at amortised cost unless the effect of discounting would be immaterial, in which case they are stated at invoice amounts. (o) Financial instruments issued to investors with preferred rights The Group recognises as a financial liability its obligation to purchase its own equity instruments for cash or another financial asset. The financial liability is measured at the highest present value of the settlement amounts that can arise. Any changes in the carrying amount of the financial liability arising from the remeasurement of the redemption amount is recognised in profit or loss. The Group derecognises the financial liability when, and only when, the Group’s obligation is discharged, cancelled or has expired. (p) Interest-bearing borrowings Interest-bearing borrowings are measured initially at fair value less transaction costs. Subsequently, these borrowings are stated at amortised cost using the effective interest method. Interest expense is recognised in accordance with Note 2(v). (q) Employee benefits (i) Short-term employee benefits and contributions to defined contribution retirement plans Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Obligations for contributions to defined contribution retirement plans are expensed as the related service is provided. (ii) Share-based payments The grant-date fair value of equity-settled share-based payments granted to employees is measured using the binomial lattice model. The amount is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service conditions at the vesting date. (iii) Termination benefits Termination benefits are recognised at the earlier of when the Group can no longer withdraw the offer of those benefits and when it recognises costs for a restructuring. (r) Income tax Income tax expense comprises current tax and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income (“OCI”). Current tax comprises the estimated tax payable or receivable on the taxable income or loss for the year and any adjustments to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects any uncertainty related to income taxes. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: – temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences; APPENDIX I ACCOUNTANTS’ REPORT – I-16 – --- page 309 --- – temporary differences related to investment in subsidiaries, associates and joint venture to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; – taxable temporary differences arising on the initial recognition of goodwill; and – those related to the income taxes arising from tax laws enacted or substantively enacted to implement the Pillar Two model rules published by the Organisation for Economic Co-operation and Development. The Group recognised deferred tax assets and deferred tax liabilities separately in relation to its lease liabilities and right-of-use assets. Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. Deferred tax assets and liabilities are offset only if certain criteria are met. (s) Provisions and contingent liabilities Generally provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market assessment of the time value of money and the risks specific to the liability. A provision for warranties is recognised when the underlying products or services are sold, based on historical warranty data and a weighting of possible outcomes against their associated probabilities. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote. Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, a separate asset is recognised for any expected reimbursement that would be virtually certain. The amount recognised for the reimbursement is limited to the carrying amount of the provision. (t) Revenue and other income Income is classified by the Group as revenue when it arises from the sale of goods and the provision of services. Further details of the Group’s revenue and other income recognition policies are as follows: (i) Revenue from contracts with customers The Group principally generates revenue from sales of Integrated Circuits (“ICs”) products. The Group is the principal for its revenue transactions and recognises revenue on a gross basis. In determine whether the Group acts as principal or as an agent, it considers whether it obtains control of the products before they are transferred to the customers. Control refers to the Group’s ability to direct the use of and obtain substantially all of the remaining benefits from the products. Revenue from sales of the Group’s products is recognised when the customer takes possession of and accepts the products. Revenue excludes value added tax or other sales taxes and is after deduction of other sales taxes or any trade discounts. (ii) Interest income Interest income is recognised using the effective interest method. The “effective interest rate” is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of the financial asset. In calculating interest income, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired). However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. APPENDIX I ACCOUNTANTS’ REPORT – I-17 – --- page 310 --- (iii) Government grants Government grants are recognised in the statements of financial position initially when there is reasonable assurance that they will be received and that the Group will comply with the conditions attaching to them. Grants that compensate the Group for expenses incurred are recognised as income in profit or loss on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the Group for the cost of an asset are recognised initially as deferred income and amortised as income in the profit or loss on a straight-line basis over the useful life of the related asset. (u) Translation of foreign currencies Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss. (v) Borrowing costs Borrowing costs that are directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of that asset. Other borrowing costs are expensed in the period in which they are incurred. (w) Related parties (a) A person, or a close member of that person’s family, is related to the Group if that person: (i) has control or joint control over the Group; (ii) has significant influence over the Group; or (iii) is a member of the key management personnel of the Group or the Group’s parent. (b) An entity is related to the Group if any of the following conditions applies: (i) The entity and the Group are members of the same Group (which means that each parent, subsidiary and fellow subsidiary is related to the others). (ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). (iii) Both entities are joint ventures of the same third party. (iv) One entity is a joint venture of a third entity, and the other entity is an associate of the third entity. (v) The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group. (vi) The entity is controlled or jointly controlled by a person identified in (a). (vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). (viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the Group’s parent. Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity. APPENDIX I ACCOUNTANTS’ REPORT – I-18 – --- page 311 --- (x) Segment reporting Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Group’s most senior executive management for the purposes of allocating resources to, and assessing the performance of, the Group’s various lines of business and geographical locations. Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria. 3 ACCOUNTING JUDGEMENTS AND ESTIMATES (a) Source of estimation uncertainty Note 29 contain information about the assumptions and their risk factors relating to valuation of fair value of financial assets. Other significant sources of estimation uncertainty are as follows: (i) Impairment of goodwill The Group determines whether goodwill acquired through business combinations is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. An impairment loss is recognised in profit or loss if the carrying amount of the goodwill, or the cash-generating units to which it belongs, exceeds their recoverable amount. Further details are disclosed in Note 15. 4 REVENUE AND SEGMENT REPORTING (a) Revenue (i) Disaggregation of revenue Disaggregation of revenue from contracts with customers by major business line is set out below: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Revenue from contracts with customers within the scope of HKFRS 15 Sales of ICs products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,116 346,118 475,097 Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100367 1,422 2,764 223,483 347,540 477,861 Disaggregation of the Group’s revenue from contracts with customers by the timing of revenue recognition is set out below: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Point-in-time /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 347,540 477,861 (ii) Revenue expected to be recognised in the future arising from contracts with customers in existence at the reporting date. The Group has applied the practical expedient in paragraph 121(a) of HKFRS 15 to its sales contracts for products that the Group will be entitled to when it satisfies the remaining performance obligations under the contracts for sales of products that had an original expected duration of one year or less. (b) Segment reporting HKFRS 8, Operating Segments , requires identification and disclosure of operating segment information based on internal financial reports that are regularly reviewed by the Group’s chief operating decision maker for the purpose of resources allocation and performance assessment. On this basis, the Group has determined that it only has one operating segment which is the sales of chip products during the Track Record Period. APPENDIX I ACCOUNTANTS’ REPORT – I-19 – --- page 312 --- (i) Geographic information The following table sets out information about the geographical location of the Group’s revenue from external customers. The revenue is mainly generated from Chinese Mainland and rest of Asia, such as Taiwan, Malaysia and India during the Track Record Period, and the geographical location of customers is based on the location at which the products were sold. Y ears ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Chinese Mainland /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,469 347,496 476,239 Rest of Asia /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 44 1,622 223,483 347,540 477,861 During the Track Record Period, all of the Group’s specified non-current assets are physically located in the Chinese mainland, except that one newly leased office and its related leasehold improvements amounting to RMB3,076,000 were located in Malaysia as of 31 December 2025. (ii) Information about major customers Revenue from each major customer which accounted for 10% or more of the Group’s revenue during the Track Record Period is set out below: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Customer A /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A* 87,554 152,440 * Less than 10% of the Group’s revenue in the respective year. 5 OTHER NET (LOSSES)/INCOME Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,306 1,283 1,815 Net realised and unrealised (losses)/gain on financial assets measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,417) (3,903) 2,586 Net loss on disposal of property, plant and equipment /H1100/H1100/H1100/H1100(6) (183) – Government grants (Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,007 3,629 4,621 Net foreign exchange loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(270) (724) (3,151) Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 (1,907) (393) (1,376) (1,805) 5,478 Note: Government grants primarily comprise subsidies received for the encouragement of research and development projects. 6 LOSS BEFORE TAXATION Loss before taxation is arrived at after charging: (a) Finance costs: Y ear ended 31 December Note 2023 2024 2025 RMB’000 RMB’000 RMB’000 Changes in the carrying amount of liabilities recognised for financial instruments issued to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 164,506 251,161 282,288 Interest on – loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) 1,913 95 647 – lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) 318 203 155 Total finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100166,737 251,459 283,090 APPENDIX I ACCOUNTANTS’ REPORT – I-20 – --- page 313 --- (b) Staff costs: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Salaries, wages and other benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100101,251 102,264 107,551 Contributions to defined contribution retirement plans (i) /H1100/H11008,571 8,862 8,861 Equity-settled share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,819 2,978 2,176 113,641 114,104 118,588 (i) Defined contribution retirement plans Employees of the Company and its subsidiaries are required to participate in a defined contribution retirement scheme administered and operated by the local municipal government. The Company and its subsidiaries contribute funds which are calculated on certain percentages of the average employee salary as agreed by the local municipal government to the scheme to fund the retirement benefits of the employees. The Group has no other material obligation for the payment of retirement benefits associated with the scheme beyond the annual contributions described above. (c) Other items: Y ear ended 31 December Note 2023 2024 2025 RMB’000 RMB’000 RMB’000 Cost of inventories sold /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017(b) 183,562 276,457 343,592 Depreciation: – owned property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H110011 4,929 6,518 6,638 – right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 4,303 4,359 4,710 Research and development costs (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095,891 107,901 101,531 Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 14,224 Amortisation of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 2,334 1,984 1,688 (i) During the years ended 31 December 2023, 2024 and 2025, research and development costs include staff costs of RMB74,127,000, RMB71,770,000, and RMB67,744,000, respectively, which amounts are also included in the respective total amounts disclosed separately above. 7 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (a) Taxation in the consolidated statements of profit or loss and other comprehensive income represents: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Current tax: Provision for PRC income tax for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100401 – – Deferred tax: Origination and reversal of temporary differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – 401 – – APPENDIX I ACCOUNTANTS’ REPORT – I-21 – --- page 314 --- (b) Reconciliation between tax expense and accounting loss at applicable tax rates: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,400) (351,339) (330,564) Notional tax on loss before taxation, calculated at the rates applicable to the jurisdictions concerned (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(88,850) (87,835) (82,627) Effect of preferential tax rate (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,540 35,134 32,905 Effect of additional deduction on research and development costs (iii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(13,674) (14,281) (15,228) Tax effect of changes in the carrying amount of liabilities recognised for financial instruments issued to investors /H1100 24,676 37,674 42,343 Tax effect of impairment losses on goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,420 – – Tax effect of other non-deductible expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100648 659 407 Effect of deferred tax assets in respect of temporary differences and tax losses not recognised /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,641 28,649 22,200 Actual tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 0 1–– (i) Pursuant to the Enterprise Income Tax (the “EIT”) Law of the PRC (the “EIT Law”), the Company and its subsidiaries established and operated in the PRC are liable to EIT at a rate of 25% unless otherwise specified. According to the relevant tax rules in Malaysia, the Company’s subsidiary Viatire Tech SDIV . BHD. established and operated in Malaysia is liable to EIT at a rate of 24%. (ii) According to the EIT Law and its relevant regulations, entities that qualified as high-technology enterprise are entitled to a preferential income tax rate of 15%. The Company obtained the certificate of high-technology enterprise in 2020 and renewed in 2023 and is subject to income tax rate at 15% during the Track Record Period. The Company’s subsidiary, Shanghai SENASIC Electronics Technology Co., Ltd. obtained the certificate of high-technology enterprise on 15 November 2023 and is subject to income tax rate at 15% from 1 January 2023 to 31 December 2025. The Company’s subsidiary, Gainsil Semiconductor Technology (Shanghai) Co., Ltd. obtained the certificate of high- technology enterprise in 2018 and renewed in 2021 and 2024 respectively and is subject to income tax rate at 15% during the Track Record Period. (iii) Under the PRC EIT Law and its relevant regulations, 100% additional tax deduction is allowed for qualified research and development costs during the Track Record Period. (c) Deferred tax assets not recognised: In accordance with the accounting policy set out in Note 2(r), as at 31 December 2023, 2024 and 2025, the Group has not recognised deferred tax assets in respect of cumulative tax losses of RMB508,822,000, RMB693,661,000 and RMB817,654,000 and temporary differences of RMB36,865,000, RMB43,017,000 and RMB60,946,000 respectively as they have been loss-making for years and it is not considered probable that taxable profits in foreseeable future will be available against which the tax losses can be utilised. The tax losses arising from operations in Chinese mainland can be carried forward to offset against taxable profits of subsequent years for up to ten years from the year in which they arose. APPENDIX I ACCOUNTANTS’ REPORT – I-22 – --- page 315 --- 8 DIRECTORS’ AND SUPERVISORS’ EMOLUMENTS Directors’ and supervisors’ emoluments disclosed as follows: Y ear ended 31 December 2023 2023 Directors’ fees Salaries, allowances and benefits in kind Discretionary bonuses Retirement scheme contributions Sub-Total Equity-settled share-based payments (l) Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Executive directors Li Mengxiong ( ҽྫྷඪ) /H1100/H1100/H1100/H1100– 708 73 70 851 – 851 Zhu Shouteng ( ϡςᙜ) (d) /H1100/H1100– 855 300 70 1,225 161 1,386 Xu Hongru (ν) /H1100/H1100/H1100/H1100/H1100/H1100– 831 124 70 1,025 102 1,127 Li Shuguang ( ҽᏣΈ) /H1100/H1100/H1100/H1100/H1100– 780 81 70 931 – 931 Non-executive directors Sha Chongjiu (ɘ)/H1100/H1100/H1100/H1100/H1100–– – – – – – Y ang Y uankui (۲)e) /H1100/H1100–– – – – – – Chen Yifan ( ௓ఠω) /H1100/H1100/H1100/H1100/H1100/H1100–– – – – – – Yu We i (ਃ) (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – – – – – Wang Huadong (؇)b) /H1100 –– – – – – – Supervisor Xu Jianming (׼ܔࢱ)H1100/H1100/H1100/H1100/H1100–– – – – – – – 3,174 578 280 4,032 263 4,295 Y ear ended 31 December 2024 2024 Directors’ fees Salaries, allowances and benefits in kind Discretionary bonuses Retirement scheme contributions Sub-Total Equity-settled share-based payments (l) Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Executive directors Li Mengxiong ( ҽྫྷඪ) /H1100/H1100/H1100/H1100– 732 68 73 873 – 873 Zhu Shouteng ( ϡςᙜ) /H1100/H1100/H1100/H1100– 963 211 73 1,247 162 1,409 Xu Hongru (ν) /H1100/H1100/H1100/H1100/H1100/H1100– 865 144 73 1,082 102 1,184 Li Shuguang ( ҽᏣΈ) /H1100/H1100/H1100/H1100/H1100– 807 74 73 954 – 954 Non-executive directors Sha Chongjiu (ɘ)/H1100/H1100/H1100/H1100/H1100–– – – – – – Y ang Y uankui (۲)H1100/H1100/H1100/H1100–– – – – – – Chen Yifan ( ௓ఠω) /H1100/H1100/H1100/H1100/H1100/H1100–– – – – – – Supervisors Liu Y ong (ۇ)f) /H1100/H1100/H1100/H1100/H1100/H1100/H1100– 544 80 73 697 – 697 Pu Xiaofei (࠭)g) /H1100/H1100/H1100/H1100– 984 273 73 1,330 – 1,330 Qian Zhou ( ፺մ) (h) /H1100/H1100/H1100/H1100/H1100– 664 187 73 924 5 929 Xu Jianming (׼ܔࢱ)c) /H1100/H1100/H1100–– – – – – – – 5,559 1,037 511 7,107 269 7,376 APPENDIX I ACCOUNTANTS’ REPORT – I-23 – --- page 316 --- Y ear ended 31 December 2025 Directors’ fees Salaries, allowances and benefits in kind Discretionary bonuses Retirement scheme contributions Sub-Total Equity-settled share-based payments (l) Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Executive directors Li Mengxiong ( ҽྫྷඪ) /H1100/H1100/H1100/H1100– 522 202 73 797 – 797 Zhu Shouteng ( ϡςᙜ) /H1100/H1100/H1100/H1100– 706 344 73 1,123 161 1,284 Xu Hongru (ν) /H1100/H1100/H1100/H1100/H1100– 892 96 73 1,061 102 1,163 Li Shuguang ( ҽᏣΈ) /H1100/H1100/H1100/H1100/H1100– 542 223 73 838 – 838 Non-executive directors Sha Chongjiu (ɘ) /H1100/H1100/H1100/H1100–– – – – – – Wang Lin (؍)i)(k) /H1100/H1100/H1100/H1100–– – – – – – Y ang Y uankui (۲)k) /H1100/H1100–– – – – – – Chen Yifan ( ௓ఠω) (j) /H1100/H1100/H1100/H1100–– – – – – – Ju Hua ( ᒴዏ) (k) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – – – – – Independent non-executive directors Chu Xiaowen ( Ⴃወ˖) (k) /H1100/H1100–– – – – – – Cheung Suet Fong (ٹ) k) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – – – – – Jie Donghui (ሾ) (k) /H1100/H1100/H1100–– – – – – – Supervisors Liu Y ong (ۇ)k) /H1100/H1100/H1100/H1100/H1100/H1100– 388 293 73 754 – 754 Pu Xiaofei (࠭)k) /H1100/H1100/H1100/H1100– 790 534 73 1,397 – 1,397 Qian Zhou ( ፺մ) (k) /H1100/H1100/H1100/H1100/H1100/H1100– 687 137 73 897 5 902 – 4,527 1,829 511 6,867 268 7,135 Notes: (a) Y u Wei (ਃ) was appointed as a non-executive director of the Company in September 2021 and resigned in July 2023. (b) Wang Huadong (؇was appointed as a non-executive director of the Company in September 2021 and resigned in July 2023. (c) Xu Jianming (׼ܔࢱwas appointed as a non-executive director of the Company in August 2018 and resigned in October 2024. (d) Zhu Shouteng ( ϡςᙜ) was appointed as an executive director of the Company in June 2023. (e) Y ang Y uankui (۲was appointed as a non-executive director of the Company in June 2023. (f) Liu Y ong (ۇwas appointed as a supervisor of the Company in October 2024. (g) Pu Xiaofei (࠭was appointed as a supervisor of the Company in October 2024. (h) Qian Zhou ( ፺մ) was appointed as a supervisor of the Company in October 2024. (i) Wang Lin (؍was appointed as a non-executive director of the Company in May 2025. (j) Chen Yifan ( ௓ఠω) was appointed as a non-executive director of the Company in September 2021 and resigned in May 2025. (k) Y ang Y uankui (۲Wang Lin (؍Liu Y ong (ۇPu Xiaofei (࠭and Qian Zhou ( ፺մ) resigned in August 2025; Ju Hua ( ᒴዏ) was appointed and took effect as non-executive director in August 2025; Chu Xiaowen (Ⴃወ˖), Cheung Suet Fong (ٹand Jie Donghui (ሾ) were appointed and took effect as independent non-executive directors in August 2025. (l) These represent the estimated value of share-based payment granted to the directors under the Company’s share-based payment scheme. The value of these share-based payment is measured according to the Group’s accounting policies for share-based payment transactions as set out in Note 2(q)(ii) and, in accordance with that policy, includes adjustments to reverse amounts accrued in previous years where grants of equity instruments are forfeited prior to vesting. The details of share-based payment, including the principal terms and the granted numbers, are disclosed in Note 27. APPENDIX I ACCOUNTANTS’ REPORT – I-24 – --- page 317 --- During the Track Record Period, no director or supervisor has waived or agreed to waive any emoluments and no amounts were paid or payable by the Group to the directors, supervisor and the chief executive as an inducement to join or upon joining the Group or as compensation for loss of any office in connection with the management of the affairs of any member of the Group. 9 INDIVIDUALS WITH HIGHEST EMOLUMENTS For the five individuals with the highest emoluments of the Group for the years ended 31 December 2023, 2024 and 2025, nil, nil and nil individuals’ emoluments are disclosed in Note 8 and the emoluments in respect of the remaining five, five and five individuals during the Track Record Period are as follows: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Salaries, allowance and benefits in kind /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,983 6,077 5,385 Discretionary bonuses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,321 1,771 3,392 Retirement scheme contributions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100350 364 367 Equity-settled share-based payments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,236 1,687 902 10,890 9,899 10,046 The emoluments of the individuals who are not director/supervisor and with the highest emoluments are within the following bands: Y ear ended 31 December 2023 2024 2025 Number of individuals Number of individuals Number of individuals HK$ 1,500,001 – 2,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001–3 2,000,001 – 2,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015– 2,500,001 – 3,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003–2 During the Track Record Period, no amounts were paid or payable by the Group to the above non-director/supervisor highest paid individuals as an inducement to join or upon joining the Group or as compensation for loss of any office in connection with the management of the affairs of any member of the Group. 10 LOSS PER SHARE (a) Basic loss per share The calculation of basic loss per share during the Track Record Period is based on the loss attributable to ordinary equity shareholders of the Company and the weighted average number of ordinary shares in issue or deemed to be in issue. As disclosed Note 28(d), the Company was converted into a joint stock limited liability company and issued 15,811,430 shares with the par value of RMB1.00 each in November 2024. For the purpose of computing basic and diluted loss per share. the weighted average number of ordinary shares deemed to be in issue before the Company conversion into a joint stock limited liability company was determined assuming the conversion into joint stock limited liability company had occurred since 1 January 2023, at the exchange ratio established in the conversion in November 2024. In addition, the Company subdivided the Shares from one Share of RMB1.00 each into 20 Shares of RMB0.05 each in August 2025. Accordingly, the weighted average number of ordinary shares has also been adjusted retrospectively from 1 January 2023 for such share subdivision. (i) Loss for the year attributable to ordinary equity shareholders of the Company Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Loss for the year attributable to all equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (329,821) Allocation of loss for the year attributable to the ordinary shares with redemption rights /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100222,827 234,450 225,829 Loss for the year attributable to ordinary equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(132,974) (116,889) (103,992) APPENDIX I ACCOUNTANTS’ REPORT – I-25 – --- page 318 --- (ii) Weighted average number of ordinary shares in issue or deemed to be in issue Y ear ended 31 December 2023 2024 2025 ’000 ’000 ’000 Ordinary shares in issue or (deemed to be) in issue at January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,805 15,183 16,147 Effect of ordinary shares issued or deemed to be issued /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,083 310 57 Effect of ordinary shares with redemption rights (Note 26) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,697) (10,339) (11,095) Effect of share subdivision (Note 28(d)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110098,616 97,937 97,071 Weighted average number of ordinary shares (deemed to be) in issue at 31 December /H1100/H1100/H1100/H1100/H1100/H1100/H1100103,807 103,091 102,180 (b) Diluted loss per share Ordinary shares with redemption rights (Note 26) were not included in the calculation of diluted loss per share as their inclusion would have been anti-dilutive. Accordingly, diluted loss per share were the same as basic loss per share for the respective years. 11 PROPERTY, PLANT AND EQUIPMENT Equipment and machinery Office equipment and furniture Vehicles Construction in progress Leasehold improvements Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cost: At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,602 1,950 1,168 2,555 4,649 25,924 Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100376 13 – 5,225 66 5,680 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,720 131 – (6,688) 1,837 – Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (31) – – – (31) At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,698 2,063 1,168 1,092 6,552 31,573 Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,249 906 – 6,222 12 8,389 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,757 380 – (7,314) 177 – Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,180) (278) – – – (4,458) At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,524 3,071 1,168 – 6,741 35,504 Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,104 331 – 2,045 – 7,480 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (2,045) 2,045 – Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(156) (234) – – – (390) At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,472 3,168 1,168 – 8,786 42,594--------- --------- --------- --------- --------- --------- Accumulated depreciation: At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,053) (1,159) (343) – (1,953) (7,508) Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,991) (251) (305) – (1,382) (4,929) Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100–2 5 – – – 2 5 At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,044) (1,385) (648) – (3,335) (12,412) Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,238) (462) (278) – (1,540) (6,518) Written back on disposals /H1100/H1100/H1100/H1100/H1100/H11001,880 203 – – – 2,083 At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(9,402) (1,644) (926) – (4,875) (16,847) Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,830) (354) (191) – (1,263) (6,638) Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100101 211 – – – 312 At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(14,131) (1,787) (1,117) – (6,138) (23,173)--------- --------- --------- --------- --------- --------- APPENDIX I ACCOUNTANTS’ REPORT – I-26 – --- page 319 --- Equipment and machinery Office equipment and furniture Vehicles Construction in progress Leasehold improvements Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Provision for impairment: At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – – – – Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,192) – – – – (2,192) At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,192) – – – – (2,192) Written back on disposals /H1100/H1100/H1100/H1100/H1100/H11002,192 – – – – 2,192 At 31 December 2024, 1 January 2025 and 31 December 2025 /H1100/H1100–– – – – –--------- --------- --------- --------- --------- --------- Net book value: At 31 December 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,462 678 520 1,092 3,217 16,969 At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,122 1,427 242 – 1,866 18,657 At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,341 1,381 51 – 2,648 19,421 The Group assessed the recoverable amounts of several machines and as a result the carrying amount of the machines was written down to their recoverable amount of zero due to obsolescence. An impairment loss of RMB2,192,000 was recognised in profit or loss for the year ended 31 December 2023. 12 RIGHT-OF-USE ASSETS Properties leased for own use carried at cost (a) RMB’000 Cost: At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,453 Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,667 Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,096) At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,024 Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100449 Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,667) At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,806 Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,173 Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,415) At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,564 Accumulated depreciation: At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,298) Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,303) Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,096 At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,505) Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,359) Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,667 At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,197) Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,710) Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,415 At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,492)-------------- Net book value: At 31 December 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,519 At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,609 At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,072 APPENDIX I ACCOUNTANTS’ REPORT – I-27 – --- page 320 --- The analysis of expense items in relation to leases recognised in profit or loss is as follows: At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Depreciation charge of right-of-use assets by class of underlying asset: Properties leased for own use /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,303 4,359 4,710 Interest on lease liabilities (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100318 203 155 Expense relating to short-term leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100133 65 – During the years ended 31 December 2023, 2024 and 2025, additions to right-of-use assets of the Group were RMB2,667,000 and RMB449,000 and RMB8,173,000 respectively. This amount was primarily related to the capitalised lease payments payable under new tenancy agreements. Details of total cash outflow for leases, the maturity analysis of lease liabilities and the future cash outflows arising from leases are set out in Notes 21(d), 24 and 29(b), respectively. (a) Properties leased for own use The Group has obtained the right to use properties through tenancy agreements. The leases typically run for an initial period of 1 to 4 years. 13 INTANGIBLE ASSETS Trademark Software Total RMB’000 RMB’000 RMB’000 Cost: At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,100 7,240 8,340 Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 330 330 At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,100 7,570 8,670 Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 376 376 At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,100 7,946 9,046 Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,215 3,215 At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,100 11,161 12,261------------ ------------ ------------ Accumulated amortisation: At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(140) (1,688) (1,828) Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(240) (2,094) (2,334) At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(380) (3,782) (4,162) Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(240) (1,744) (1,984) At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(620) (5,526) (6,146) Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(240) (1,448) (1,688) At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(860) (6,974) (7,834)------------ ------------ ------------ Net book value: At 31 December 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100720 3,788 4,508 At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100480 2,420 2,900 At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100240 4,187 4,427 14 OTHER NON-CURRENT ASSETS At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Prepayments for property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100374 150 – Rental deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,455 1,458 1,713 1,829 1,608 1,713 APPENDIX I ACCOUNTANTS’ REPORT – I-28 – --- page 321 --- 15 GOODWILL RMB’000 Cost: At 1 January 2023, 31 December 2023, 31 December 2024 and 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110076,136 Accumulated impairment losses: At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– Impairment losses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(76,136) At 31 December 2023, 31 December 2024 and 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(76,136) Carrying amount: At 31 December 2023, 31 December 2024 and 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– The Group’s goodwill was generated from the acquisition of Gainsil Semiconductor Technology (Shanghai) Co., Ltd. (“Gainsil”) in 2022. On 1 March 2022, the Group entered into a share purchase agreement with third parties, namely Liaoning Kelong Fine Chemical, Inc., Zhang Zhicai and Jiang Y ujun, pursuant to which the Group agreed to acquire 76.90% of issued shares of Gainsil. The Company obtained the control of Gainsil on 26 May 2022. The transaction was completed with a total consideration of RMB118,181,000 and goodwill amounting to RMB76,136,000 was recognised. In October 2022, the Group entered into another share purchase agreement with third parties, Shanghai Y urong Electronic Technology Service Department, Shenzhen Huaqiu Electronics Co., Ltd., Shenzhen Jialichuang Investment Co., Ltd. and Shanghai Chansheng Semiconductor Technology Co., Ltd., pursuant to which the Group agreed to acquire the 23.1% non-controlling interests of Gainsil. The transaction was completed with a total consideration of RMB 23,100,000. After the completion of the transaction, the Group acquired 100% shareholdings of Gainsil. This transaction did not constitute a package deal with the acquisition mentioned above. Impairment tests for cash-generating units containing goodwill The Group’s management performed an impairment assessment, assisted by an external valuer, to determine the recoverable amount of cash generated unit (CGU) on goodwill as at 31 December 2023. Based on the management’s assessment result the Group recognised an impairment loss of goodwill of RMB76,136,000 for the year ended 31 December 2023. The recoverable amount of the CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a five-year period. The discount rate used is pre-tax and reflect specific risks relating to the relevant industry, the CGU itself and macro-environment. The key inputs and assumptions used in the impairment tests are as follows: As at 31 December 2023 Growth rate of revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100-21.8%-13.6% Growth rate beyond the forecast period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.2% Pre-tax discount rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017.4% 16 INVESTMENTS IN SUBSIDIARIES The Company At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Investment in subsidiaries, original cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100141,281 176,281 206,281 Accumulated impairments loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(79,996) (79,996) (79,996) 61,285 96,285 126,285 Details of the subsidiaries are set out in Note 1. As at 31 December 2023, based on the assessment of the Group, the carrying amount of the Company’s investment in subsidiary, Gainsil Semiconductor Technology (Shanghai) Co., Ltd. exceeded its recoverable amount and an impairment loss of RMB79,996,000 has been recognised. APPENDIX I ACCOUNTANTS’ REPORT – I-29 – --- page 322 --- 17 INVENTORIES (a) Inventories in the statements of financial position comprise: The Group At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,052 36,134 51,424 Semi-finished products and WIP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,206 78,053 108,494 Finished products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,975 42,463 75,006 128,233 156,650 234,924 The Company At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,657 15,737 22,537 Semi-finished products and WIP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110047,584 76,434 106,898 Finished products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,023 28,927 63,329 93,264 121,098 192,764 (b) The analysis of the amount of inventories recognised as an expense and included in profit or loss is as follows: At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Carrying amount of inventories used /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100187,530 273,206 339,931 (Reversal)/write-down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,968) 3,251 3,661 183,562 276,457 343,592 18 TRADE AND OTHER RECEIV ABLES The Group At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Trade receivables, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,299 79,595 160,120 Bill receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,697 1,978 6,716 Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,816 19,119 20,681 V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,178 6,418 5,892 Capitalisation of listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,811 Other receivables and deposits, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100751 238 128 126,741 107,348 196,348 APPENDIX I ACCOUNTANTS’ REPORT – I-30 – --- page 323 --- The Company At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Trade receivables, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,956 70,991 160,222 Bill receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,447 1,478 5,710 Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,020 18,279 52,956 V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,308 6,366 5,125 Capitalisation of listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,811 Other receivables and deposits, net of loss allowance /H1100/H1100/H1100/H110040,940 34,188 7,467 144,671 131,302 234,291 All of trade and other receivables of the Group are due from third parties and are expected to be recovered or recognised as expenses within one year. As of the end of each reporting period, the ageing analysis of trade receivables (which are included in trade and other receivables) based on the invoice date and net of loss allowance, is as follows: At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,291 79,595 160,120 Over 1 year but less than 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008– – 65,299 79,595 160,120 Details on the Group’s credit policy and credit risk arising from trade receivables are set out in Note 29(a). 19 FINANCIAL ASSETS MEASURED AT FAIR V ALUE (a) Financial assets measured at FVPL: The Group At 31 December Financial assets at FVTPL 2023 2024 2025 RMB’000 RMB’000 RMB’000 Non-current asset Unlisted equity security /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,037 – – Current asset Wealth management products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100233,272 274,704 50,048 The Company At 31 December Financial assets at FVTPL 2023 2024 2025 RMB’000 RMB’000 RMB’000 Non-current asset Unlisted equity security /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,037 – – Current asset Wealth management products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100213,272 254,674 50,048 The Group’s wealth management products were purchased from banks in the PRC with variable interest rate during the Track Record Period and were fully recovered subsequently. APPENDIX I ACCOUNTANTS’ REPORT – I-31 – --- page 324 --- 20 PLEDGED BANK DEPOSITS At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,183 35,092 22,015 As at 31 December 2023, 2024 and 2025, the Group’s pledged bank deposits included bill acceptance deposits, customs duty payment guarantees, import guarantee deposits and supplier payment guarantee deposits, among which nil, RMB33,092,000 and RMB19,857,000 is related to supplier payment guarantee deposits respectively. 21 CASH AND CASH EQUIV ALENTS AND OTHER CASH FLOW INFORMATION (a) Cash and cash equivalents and time deposits with banks comprise: At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Cash at bank and in hand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110098,805 89,088 201,347 Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,001 3,080 3,158 (b) Reconciliation of loss before taxation to cash generated from operations: Y ear ended 31 December Note 2023 2024 2025 RMB’000 RMB’000 RMB’000 Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,400) (351,339) (330,564) Adjustments for: – Depreciation of property, plant and equipment /H1100 6(c) 4,929 6,518 6,638 – Depreciation of right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(c) 4,303 4,359 4,710 – Amortisation of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(c) 2,334 1,984 1,688 – Net loss on disposal of property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 6 183 – – (Reversal)/write-down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H110017(b) (3,968) 3,251 3,661 – Impairment losses of goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 76,136 – – – Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(a) 166,737 251,459 283,090 – Interest income on time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1) (79) (78) – Net realised and unrealised losses/(gain) on financial assets measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 8,417 3,903 (2,586) – Impairment losses (reversal)/recognised on trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029 (96) 142 813 – Equity-settled share-based transactions /H1100/H1100/H1100/H1100/H11006(b) 3,819 2,978 2,176 – Impairment losses of property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 2,192 – – Changes in working capital: Decrease/(increase) in inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,227 (31,668) (81,935) Decrease/(increase) in pledged bank deposit /H1100/H1100/H1100/H1100/H1100935 (31,909) 13,077 (Increase)/decrease in trade and other receivables /H1100/H1100 (47,911) 19,251 (86,305) Increase/(decrease) in trade and other payables /H1100/H1100/H1100 30,991 (20,490) 12,316 Increase in other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (3) (255) Increase/(decrease) in deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,338 (83) Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(60,350) (137,122) (173,637) APPENDIX I ACCOUNTANTS’ REPORT – I-32 – --- page 325 --- (c) Reconciliation of liabilities arising from financing activities: The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be, classified in the Group’s cash flow statement as cash flows from financing activities. Loans and borrowings Lease liabilities Financial instruments issue to investors Total RMB’000 RMB’000 RMB’000 RMB’000 (Note 23) (Note 24) (Note 26) At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100104,083 9,217 732,417 845,717----------- ----------- ----------- ----------- Changes from financing cash flows: Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (4,155) – (4,155) Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (318) – (318) Proceeds from loans and borrowings /H1100/H1100/H1100/H1100/H1100/H11005,000 – – 5,000 Repayment of loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100(110,996) – – (110,996) Proceeds from the issue of financial instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 407,900 407,900 Total changes from financing cash flows /H1100/H1100/H1100/H1100(105,996) (4,473) 407,900 297,431----------- ----------- ----------- ----------- Other changes: Decrease in trade and other payables (Note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 75,000 75,000 Increase in lease liabilities from entering into new leases during the year (Note 12) /H1100/H1100/H1100/H1100/H1100– 2,667 – 2,667 Changes in the carrying amount of liabilities recognised for financial instruments issued to investors (Note 26) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 164,506 164,506 Interest expenses (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,913 318 – 2,231 Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,913 2,985 239,506 244,404----------- ----------- ----------- ----------- At 31 December 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,729 1,379,823 1,387,552 Loans and borrowings Lease liabilities Financial instruments issue to investors Total RMB’000 RMB’000 RMB’000 RMB’000 (Note 23) (Note 24) (Note 26) At 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,729 1,379,823 1,387,552----------- ----------- ----------- ----------- Changes from financing cash flows: Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (4,576) – (4,576) Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (203) – (203) Proceeds from loans and borrowings /H1100/H1100/H1100/H1100/H1100/H110012,008 – – 12,008 Proceeds from the issue of financial instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 105,000 105,000 Total changes from financing cash flows /H1100/H1100/H1100/H110012,008 (4,779) 105,000 112,229----------- ----------- ----------- ----------- Other changes: Increase in lease liabilities from entering into new leases during the year (Note 12) /H1100/H1100/H1100/H1100/H1100– 449 – 449 Changes in the carrying amount of liabilities recognised for financial instruments issued to investors (Note 26) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 251,161 251,161 Interest expenses (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095 203 – 298 Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095 652 251,161 251,908----------- ----------- ----------- ----------- At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,103 3,602 1,735,984 1,751,689 APPENDIX I ACCOUNTANTS’ REPORT – I-33 – --- page 326 --- Loans and borrowings Lease liabilities Financial instruments issue to investors Total RMB’000 RMB’000 RMB’000 RMB’000 (Note 23) (Note 24) (Note 26) At 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,103 3,602 1,735,984 1,751,689----------- ----------- ----------- ----------- Changes from financing cash flows: Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (4,996) – (4,996) Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (155) – (155) Proceeds from loans and borrowings /H1100/H1100/H1100/H1100/H1100/H110080,669 – – 80,669 Repayment of loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100(12,300) – – (12,300) Total changes from financing cash flows /H1100/H1100/H1100/H110068,369 (5,151) – 63,218----------- ----------- ----------- ----------- Other changes: Increase in lease liabilities from entering into new leases during the year (Note 12) /H1100/H1100/H1100/H1100/H1100– 8,173 – 8,173 Decrease in trade and other payables (Note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 30,000 30,000 Changes in the carrying amount of liabilities recognised for financial instruments issued to investors (Note 26) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 282,288 282,288 Interest expenses (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100647 155 – 802 Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100647 8,328 312,288 321,263----------- ----------- ----------- ----------- At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081,119 6,779 2,048,272 2,136,170 (d) Total cash outflow for leases Amounts included in the cash flow statement for leases comprise the following: At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Within operating cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100133 65 – Within financing cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,473 4,779 5,151 4,606 4,844 5,151 These amounts are related to lease rentals paid. 22 TRADE AND OTHER PAYABLES The Group At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,547 36,760 39,228 Bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,089 – – Accrued payroll /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,249 18,199 31,535 Tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,727 4,873 2,189 Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,577 2,360 2,447 Proceeds received in advance from the issue of financial instruments to investors (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 30,000 – Contract liabilities (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,629 4,136 3,661 86,818 96,328 79,060 APPENDIX I ACCOUNTANTS’ REPORT – I-34 – --- page 327 --- The Company At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,050 32,100 28,737 Bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,089 – – Accrued payroll /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,032 11,734 19,218 Tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100126 518 450 Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,174 2,198 2,484 Proceeds received in advance from the issue of financial instruments to investors (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 30,000 – Contract liabilities (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,354 3,960 1,261 90,825 80,510 52,150 (i) The Company received proceeds in advance from investors amounting to RMB30,000,000 during the year ended 31 December 2024, which is recorded in the trade and other payables at the end of the year end and subsequently recognised as financial instruments issued to investors when shares with redemption rights issued to investors in 2025. (ii) Contract liabilities Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,014 14,629 4,136 Net increase in contract liabilities during the year /H1100/H110014,629 4,136 3,661 Decrease in contract liabilities as a result of recognising revenue during the year that was included in the contract liabilities at the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,014) (14,629) (4,136) Balance at the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,629 4,136 3,661 (a) All trade and other payables of the Group are due to third parties and expected to be settled or recognised as income within one year or are repayable on demand. (b) As of the end of each reporting period, the ageing analysis of trade payables (which are included in trade and other payables), based on the invoice date, is as follows: The Group At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,509 36,406 39,003 Over 1 year but less than 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100999 343 225 Over 2 years but less than 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 92– Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–9– 35,547 36,760 39,228 APPENDIX I ACCOUNTANTS’ REPORT – I-35 – --- page 328 --- 23 LOANS AND BORROWINGS (a) Loans and borrowings comprise: The Group At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 81,119 Loan from shareholders of the Company (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 – – 12,103 81,119 The Company At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Bank loans – supplier finance arrangement (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 19,725 Other bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 61,394 Loan from shareholders of the Company (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 – – 12,103 81,119 (i) The Company has entered into supplier finance arrangements with bank for purchase of goods from a subsidiary, under which the Company obtained extended credit in respect of the purchase from subsidiary. Under these arrangements, the bank pays the subsidiary the amounts owed by the Company, which normally require advance payments before delivery. The Company then settles with the bank 360 days after settlement by the bank with interest reference to one-year Loan Prime Rate plus a specified basis points. In the statement of financial position of the Company, the Company has presented the payables to the bank under these arrangements as “loans and borrowings”, in view of the nature and function of such liabilities when compared with the Company’s trade payables to the subsidiary. As at 31 December 2023, 2024 and 2025, the carrying amount of financial liabilities under these arrangements amounted to nil, nil, and RMB19,725,000, respectively, all of which the subsidiary have received payments from the bank. (ii) As of 6 September 2024, the Group received a short-term interest-bearing loan of RMB12,008,000 from the Company’s shareholders, Li Mengxiong and Li Shuguang, bearing interest at 2.5% per annum. The balance was fully repaid on 1 September 2025. (b) As of the end of each reporting period, loans and borrowings were repayable as follows: The Group and the Company At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Within 1 year or on demand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 81,119 At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Credit loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 81,119 APPENDIX I ACCOUNTANTS’ REPORT – I-36 – --- page 329 --- 24 LEASE LIABILITIES As of the end of each reporting period, the lease liabilities were repayable as follows: At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,296 3,393 3,550------------ ------------ ------------ After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,224 209 2,952 After 2 years but within 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100209 – 277 3,433 209 3,229------------ ------------ ------------ 7,729 3,602 6,779 25 DEFERRED INCOME Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,338 4,255 Government grants are related to assets which were obtained by the Group for the purposes of research and development projects. 26 FINANCIAL INSTRUMENTS ISSUED TO INVESTORS Redemption rights Pursuant to the agreements signed before and during the Track Record Period between the Company and its investors, certain investors were granted the right to require the Company to redeem their shares upon the occurrence of specified events, with the main conditions being: (i) a qualified IPO does not occur before 31 December 2027; (ii) a material breach on the agreements by the Company or the founders, of any of their representations, warranties or undertakings under the agreements; and (iii) a change in the actual controllers of the Company. The redemption price of the shares shall equal to the higher amount of (i) the aggregate of the original issue price plus an amount accruing annually at 6% or 8% of the original issue price per annum plus all accumulated undistributed dividends; or (ii) the fair market price of the original issue shares at the date of the redemption. Presentation and classification The Company recognise the financial instruments issued to investors as financial liabilities, because not all triggering events mentioned in the key terms above are within the control of the Company and these financial instruments did not meet the definition of equity for the Company. The financial liabilities are measured at the higher amount expected to be paid to the investors upon redemption or liquidation which is assumed to be at the dates of issuance and at the end of each reporting period. Any changes in the carrying amount of the financial liabilities were recorded in “Changes in carrying amount of liabilities recognised for financial instruments issued to investors”. The related redemption options have been conditionally terminated before the submission of listing application to the Hong Kong Stock Exchange (“HKSE”). Upon the qualified initial public offering of the Company’s shares, the redemption rights will be unconditionally terminated and the financial instruments issued to investors would be converted into equity accordingly. The movements of the financial liabilities recognised for financial instruments issued to investors during the Track Record Period are as follows: The Group and the Company Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100732,417 1,379,823 1,735,984 Recognition of financial instruments issued to investors /H1100/H1100/H1100482,900 105,000 30,000 Changes in the carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100164,506 251,161 282,288 At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,379,823 1,735,984 2,048,272 APPENDIX I ACCOUNTANTS’ REPORT – I-37 – --- page 330 --- The fair market value of the shares were valued by the directors of the Company with reference to valuation reports carried out by an independent qualified professional valuer. The Company used discounted cash flow method to determine the total share value of the Company and applied the equity allocation model to determine the fair market value of the shares of relevant series at the end of each reporting period upon redemption. Key valuation assumptions used to determine the fair market value of the shares are as follows: Y ear ended 31 December 2023 2024 2025 Risk-free rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.2% 1.2% 1.3% V olatility /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044.5% 46.6% 50.3% 27 EQUITY-SETTLED SHARE-BASED TRANSACTIONS Restricted Share Incentive Plans In December 2015, the Group adopted a Restricted Share Units (“RSUs”) Scheme for purpose of providing incentives to core members of the management team and key employees. The participant of the RSUs Scheme invested in the Company by the way of acquiring share capital of the Company through employee shareholding platforms (the “Platforms”). The RSUs Scheme contains certain service conditions and non-market performance conditions. The vesting period is either of the following scenarios: (i) The RSUs shall vest after two years since grant date. (ii) The RSUs shall vest after four years since the grant date or after three years since the completion of initial public offering (“IPO”), subject to whichever is later. If employments relationship of the grantees is terminated before the RSUs become vested, these employees have to transfer out their equity interests at the initial purchase price paid by the grantees plus interest calculated based on the one-year LPR. (i) The number of RSUs to the Group’s incentive employees is summarised as follows: At 31 December 2023 2024 2025 Number of RSUs Number of RSUs Number of RSUs Outstanding as at the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100427,012 1,284,855 1,186,888 Effect of capital reserve converted into share capital (Note 28(d)(i)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100866,393 – – Granted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,364 31,807 21,051 V ested/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(22,914) (83,464) (4,300) Forfeited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (46,310) (45,368) Outstanding as at the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,284,855 1,186,888 1,158,271 (ii) Fair value of RSUs The fair value of services received in return for RSUs is measured by reference to the fair value of RSUs granted. The estimate of the fair value of the newly granted RSUs is measured based on an equity allocation model. Y ear ended 31 December Fair value of RSUs 2023 2024 2025 Fair value at grant date /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100RMB79.53 to RMB80.28 RMB89.83 to RMB92.06 RMB106.97 Subscription price /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100RMB20.26 to RMB22.32 RMB22.32 to RMB22.33 RMB22.33 Expected dividend yield /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000% 0% 0% APPENDIX I ACCOUNTANTS’ REPORT – I-38 – --- page 331 --- 28 CAPITAL, RESERVES AND DIVIDENDS (a) Movements in components of equity The reconciliation between the opening and closing balances of each component of the Group’s consolidated equity is set out in the consolidated statement of changes in equity. Details of the changes in the Company’s individual components of equity between the beginning and the end of the year or period are set out below: Note Paid-in capital Share capital Capital reserve Share premium Accumulated losses Total deficit RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Note 28(c)) (Note 28(d)) (Note 28(e)(ii)) (Note 28(e)(i)) Balance at 1 January 2023 /H1100/H1100/H1100 3,939 – 5,323 – (487,531) (478,269)-------- -------- -------- -------- -------- -------- Loss and total comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (362,396) (362,396) Capital injections from investors /H1100 793 – 482,107 – – 482,900 Recognition of financial instruments issued to investors as non-current liabilities /H1100/H1100/H1100/H110026 – – (482,900) – – (482,900) Transfer of capital reverse to paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,451 – (10,451) – – – Equity-settled share-based transactions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 3,819 – – 3,819-------- -------- -------- -------- -------- -------- Balance at 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H110015,183 – (2,102) – (849,927) (836,846) -------- -------- -------- -------- -------- -------- Loss and total comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (348,979) (348,979) Capital injections from investors/shareholders /H1100/H1100/H1100/H1100/H1100628 336 58,387 74,664 – 134,015 Recognition of financial instruments issued to investors as non-current liabilities /H1100/H1100/H1100/H110026 – – (105,000) – – (105,000) Conversion to a joint stock company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(d)(i) (15,811) 15,811 (1,002,789) 530,724 472,065 – Equity-settled share-based transactions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,978 – – 2,978-------- -------- -------- -------- -------- -------- Balance at 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100– 16,147 (1,048,526) 605,388 (726,841) (1,153,832)-------- -------- -------- -------- -------- -------- Loss and total comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (305,592) (305,592) Capital injections from shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 135 – 29,865 – 30,000 Recognition of financial instruments issued to investors as non-current liabilities /H1100/H1100/H1100/H110026 – – (30,000) – – (30,000) Equity-settled share-based transactions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,176 – – 2,176-------- -------- -------- -------- -------- -------- Balance at 31 December 2025 /H1100 – 16,282 (1,076,350) 635,253 (1,032,433) (1,457,248) (b) Dividends No dividends were paid or declared by the Company or any of its subsidiaries during the Track Record Period. APPENDIX I ACCOUNTANTS’ REPORT – I-39 – --- page 332 --- (c) Paid-in capital Total RMB’000 Balance at 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,939 Capital reserve transfer to paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,451 Capital contribution by investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100793 Balance at 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,183 Capital contribution by investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100628 Conversion into a joint stock company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(15,811) Balance at 31 December 2024 and 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (d) Share capital Issued and fully paid: Numbers of ordinary shares Share capital ’000 RMB’000 Issued and fully paid At 1 January 2023, 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– Issue of ordinary shares upon conversion into a joint stock company (i) /H1100/H110015,811 15,811 Capital injection from shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100336 336 At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,147 16,147 Capital injection from shareholders (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100135 135 Share Subdivision (iii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100309,353 – At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100325,635 16,282 (i) In November 2024, the Company was converted into a joint stock company with limited liability under the Company Law of the PRC. The net assets of the Company under the PRC GAAP as of the conversion base date were converted into 15,811,430 ordinary shares at RMB1.00 each. The excess of net assets converted over nominal value of the ordinary shares was credited to the Company’s share premium. (ii) The Company received financing proceeds of RMB30,000,000 during the year ended 31 December 2024 from China V enture Capital Xinzhi Equity Investment Fund (Guangzhou) Partnership (Limited Partnership) which was recorded in trade and other payables as at 31 December 2024. The financing proceeds subsequently transferred to share capital and share premium amounting to RMB135,000 and RMB29,865,000 respectively when shares issued to investors in 2025, and then recognised as financial instruments issued to investors. (iii) In August 2025, the Company subdivided the Shares from one Share of RMB1.00 each into 20 Shares of RMB0.05 each. (e) Nature and purpose of reserves (i) Share premium Under PRC rules and regulations, share premium is non-distributable other than in liquidation and may be utilised for business expansion or converted into ordinary shares by the issuance of new shares to shareholders in proportion to their existing shareholdings or by increasing the par value of the shares currently held by the shareholders. (ii) Capital reserve The capital reserve mainly comprises the following: – the portion of the grant date fair value of RSUs granted to employees of the Group that has been recognised in accordance with the accounting policy adopted for share-based payments in Note 2(q)(ii). – amounts in relation to the recognition of the financial instruments issued to investors (see Note 26). – the excess of the net contributions from the investors of the Company over the total paid-in capital issued. APPENDIX I ACCOUNTANTS’ REPORT – I-40 – --- page 333 --- (f) Capital management The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, by pricing products and services commensurately with the level of risk and by securing access to finance at a reasonable cost. The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher shareholder returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position and makes adjustments to the capital structure in light of changes in economic conditions. 29 FINANCIAL RISK MANAGEMENT AND FAIR V ALUE OF FINANCIAL INSTRUMENTS Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s business. The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to manage these risks are described below. (a) Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group’s credit risk is primarily attributable to trade and other receivables. The Group’s exposure to credit risk arising from cash and cash equivalents, pledged bank deposits and fixed deposits with more than three months to maturity is limited because the counterparties are state-owned banks or reputable commercial banks for which the Group considers to have low credit risk. Trade receivables The Group has established a credit risk management policy under which individual credit evaluations are performed on all customers requiring credit over a certain amount. These evaluations focus on the customer’s past history of making payments when due and current ability to pay and take into account information specific to the customer as well as pertaining to the economic environment in which the customer operates. Trade receivables are due within 30 days to 90 days from the date of billing. Normally, the Group does not obtain collateral from customers. Significant concentrations of credit risk primarily arise when the Group has significant exposure to individual customers. The trade receivables from the Group’s five largest customers at 31 December 2023, 2024 and 2025 represented 79%, 93% and 99% of the total trade receivables respectively, while 21%, 77% and 79% of the total trade receivables were due from the largest single customer respectively. The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs, which is calculated using a provision matrix. As the Group’s historical credit loss experience does not indicate significantly different loss patterns for different customer segments, the loss allowance based on past due status is not further distinguished between the Group’s different customer bases. The following table provides information about the Group’s exposure to credit risk and ECLs for trade receivables: 2023 Expected loss rate Gross carrying amount Loss allowance % RMB’000 RMB’000 Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001% 65,951 660 Over 1 year but less than 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020% 10 2 Total 65,961 662 2024 Expected loss rate Gross carrying amount Loss allowance % RMB’000 RMB’000 Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001% 80,399 804 Total 80,399 804 APPENDIX I ACCOUNTANTS’ REPORT – I-41 – --- page 334 --- 2025 Expected loss rate Gross carrying amount Loss allowance % RMB’000 RMB’000 Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001% 161,737 1,617 Total 161,737 1,617 Expected loss rates are based on actual loss experience over the past 36 months. These rates are adjusted to reflect differences between economic conditions during the period over which the historic data has been collected, current conditions and the Group’s view of economic conditions over the expected lives of the receivables. Movement in the loss allowance account in respect of trade receivables during the Track Record Period is as follows: 2023 2024 2025 RMB’000 RMB’000 RMB’000 Balance at 1 January /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(758) (662) (804) Impairment losses reversal/(recognised) during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110096 (142) (813) Balance at 31 December /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(662) (804) (1,617) Other receivables and deposits Credit risk in respect of other receivables and deposits is limited since the balance mainly includes deposits to customers. The Group measures loss allowances for other receivables and deposits at an amount equal to 12-month ECLs unless there has been a significant increase in credit risk since initial recognition, in which case the loss allowance is measured at an amount equal to lifetime ECLs. The Group assessed that there is no significant loss allowance recognised in accordance with HKFRS 9 for other receivables and deposits as at 31 December 2023, 2024 and 2025. (b) Liquidity risk The Group’s policy is to regularly monitor liquidity requirements, and to ensure that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term. The following tables show the remaining contractual maturities at the end of each reporting period of the Group’s financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on rates current at the end of each reporting period) and the earliest date the Group can be required to pay. At 31 December 2023 Contractual undiscounted cash outflow Within 1 year or on demand More than 1 year but less than 2 years More than 2 year but less than 5 years More than 5 years Total Balance sheet carrying amount RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Trade and other payables /H1100/H1100/H1100/H1100/H1100/H110086,818 – – – 86,818 86,818 Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,493 3,285 211 – 7,989 7,729 Financial instruments issued to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,379,823 – – – 1,379,823 1,379,823 1,471,134 3,285 211 – 1,474,630 1,474,370 APPENDIX I ACCOUNTANTS’ REPORT – I-42 – --- page 335 --- At 31 December 2024 Contractual undiscounted cash outflow Within 1 year or on demand More than 1 year but less than 2 years More than 2 year but less than 5 years More than 5 years Total Balance sheet carrying amount RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,302 – – – 12,302 12,103 Trade and other payables /H1100/H1100/H1100/H1100/H1100/H110096,328 – – – 96,328 96,328 Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,455 211 – – 3,666 3,602 Financial instruments issued to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,735,984 – – – 1,735,984 1,735,984 1,848,069 211 – – 1,848,280 1,848,017 At 31 December 2025 Contractual undiscounted cash outflow Within 1 year or on demand More than 1 year but less than 2 years More than 2 year but less than 5 years More than 5 years Total Balance sheet carrying amount RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110082,564 – – – 82,564 81,119 Trade and other payables /H1100/H1100/H1100/H1100/H1100/H110079,060 – – – 79,060 79,060 Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,695 2,999 279 – 6,973 6,779 Financial instruments issued to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,048,272 – – – 2,048,272 2,048,272 2,213,591 2,999 279 – 2,216,869 2,215,230 (c) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s interest rate risk arises primarily from cash at bank, pledged bank deposits and interest-bearing borrowings. The Group’s interest-bearing financial instruments at variable rates as at 31 December 2023, 2024 and 2025 primarily are the cash at bank, pledged bank deposits and interest-bearing borrowings, and the cash flow interest rate risk arising from the change of market interest rate on these balances is not considered significant. The Group’s interest rate profile as monitored by management is set out below. The Group’s interest-bearing borrowings, lease liabilities, pledged bank deposits, time deposits and cash and cash equivalents and interest rates at the end of each reporting period are set out as follows: At 31 December 2023 2024 2025 Effective interest rate RMB’000 Effective interest rate RMB’000 Effective interest rate RMB’000 Fixed rate instruments Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.60% 3,001 2.60% 3,080 2.60% 3,158 Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2.50% (12,103) 1.55%-2.11% (81,119) Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.45%-3.65% (7,729) 3.1%-3.45% (3,602) 3.0%-3.55% (6,779) (4,728) (12,625) (84,740) Variable rate instruments Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.05%-2.80% 98,805 0.05%-1.00% 89,088 0.01%-0.45% 201,347 Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.20%-2.05% 3,183 1.25%-2.05% 35,092 0.05%-2.05% 22,015 101,988 124,180 223,362 APPENDIX I ACCOUNTANTS’ REPORT – I-43 – --- page 336 --- (i) Sensitivity analysis At 31 December 2023, 2024 and 2025, it is estimated that a general increase/decrease of 100 basis points in interest rates, with all other variables held constant, would have decrease/increase in the Group’s loss after tax and accumulated losses as follows. Increase/(decrease) in basis points (Decrease)/Increase in loss after tax for the year (Decrease)/Increase in accumulated losses for the year RMB’000 RMB’000 At 31 December 2023 Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 (1,020) (1,020) Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(100) 1,020 1,020 At 31 December 2024 Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 (1,242) (1,242) Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(100) 1,242 1,242 At 31 December 2025 Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 (2,234) (2,234) Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(100) 2,234 2,234 (d) Currency risk The Group is exposed to currency risk primarily through purchases which give rise to payables and cash balances that are denominated in a foreign currency, i.e. a currency other than the functional currency of the operations to which the transactions relate. The currencies giving rise to this risk are primarily United States dollars. Exposure to foreign currencies 2023 2024 2025 USD USD USD RMB’000 RMB’000 RMB’000 Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110068 86 44,934 Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,995) (3,891) (1,103) (1,927) (3,805) 43,831 (i) Sensitivity analysis The following table indicates the instantaneous change in the Group’s loss after tax and accumulated losses that would arise if foreign exchange rates to which the Group has significant exposure at the end of the reporting period had changed at that date, assuming all other risk variables remained constant. Increase/ (decrease) in foreign exchange rates (Increase)/decrease on loss after tax and accumulated losses RMB’000 At 31 December 2023 US$ (against RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005% (96) -5% 96 At 31 December 2024 US$ (against RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005% (190) -5% 190 At 31 December 2025 US$ (against RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005% 2,192 -5% (2,192) APPENDIX I ACCOUNTANTS’ REPORT – I-44 – --- page 337 --- (e) Fair value measurement (i) Financial assets and liabilities measured at fair value Fair value hierarchy The following table presents the fair value of the Group’s financial instruments measured at the end of each reporting period on a recurring basis, categorised into the three-level fair value hierarchy as defined in HKFRS 13, Fair value measurement . The level into which a fair value measurement is classified is determined with reference to the observability and significance of the inputs used in the valuation technique as follows: – Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date – Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available – Level 3 valuations: Fair value measured using significant unobservable inputs The Group has a team performing valuations for the financial instruments categories into Level 3 of the fair value hierarchy. The team reports directly to the chief financial officer. V aluation assessment with analysis of changes in fair value measurement is prepared by the team at each reporting date and is reviewed and approved by the chief financial officer. Fair value at 31 December 2023 Fair value measurements as at 31 December 2023 categorised into Level 1 Level 2 Level 3 RMB’000 RMB’000 RMB’000 RMB’000 Recurring fair value measurement Financial assets at FVPL: – Wealth management products /H1100 233,272 – – 233,272 – Unlisted equity security /H1100/H1100/H1100/H110010,037 – – 10,037 243,309 – – 243,309 Fair value at 31 December 2024 Fair value measurements as at 31 December 2024 categorised into Level 1 Level 2 Level 3 RMB’000 RMB’000 RMB’000 RMB’000 Recurring fair value measurement Financial assets at FVPL: – Wealth management products /H1100 274,704 – – 274,704 Fair value at 31 December 2025 Fair value measurements as at 31 December 2025 categorised into Level 1 Level 2 Level 3 RMB’000 RMB’000 RMB’000 RMB’000 Recurring fair value measurement Financial assets at FVPL: – Wealth management products /H1100 50,048 – – 50,048 During the Track Record Period, there were no transfers between Level 1 and Level 2, or transfers into or out of Level 3. The Group’s policy is to recognise transfers between levels of fair value hierarchy as at the end of each reporting period in which they occur. Information about Level 3 fair value measurements The fair values of wealth management products have been estimated using a discounted cash flow valuation model based on assumptions that are not supported by observable market prices or rates. The valuation requires the directors of the Company to make estimates about the expected future cash flows including expected future interest return on maturity of the wealth management products. The directors of the Company believe that the estimated fair values resulting from the valuation technique are reasonable, and that they were the most appropriate values at the end of each of the reporting period. The directors believes that any reasonably possible change in any of the key assumptions would not cause significant change of the respective fair value amount of the wealth management products. APPENDIX I ACCOUNTANTS’ REPORT – I-45 – --- page 338 --- The fair values of unlisted equity security have been estimated using an adjusted latest round transaction price that are not supported by observable market prices or rates. The valuation requires the directors of the Company to make estimates about the discount factor. The directors of the Company believe that the estimated fair values resulting from the valuation technique are reasonable, and that they were the most appropriate values at the end of each of the reporting period. The directors of the Company believe that any reasonably possible change in any of the key assumptions would not cause significant change of the respective fair value amount of the unlisted equity security. Below is a summary of significant unobservable inputs to the valuation of these financial assets at FVPL together at the end of each of the reporting period: 31 December 2023 Valuation techniques Significant unobservable inputs Range Sensitivity of fair value to the input Wealth management products /H1100/H1100Discounted cash flow method Interest return rate 1.30%-3.95% 0.05% increase/(decrease) in interest return rate would result in increase/(decrease) in fair value by RMB25,118 Unlisted equity security /H1100/H1100/H1100/H1100/H1100Adjust recent transaction price Discount factor 47% 0.5% increase/(decrease) in discount factor would result in decrease/(increase) in fair value by RMB100,000 31 December 2024 Valuation techniques Significant unobservable inputs Range Sensitivity of fair value to the input Wealth management products /H1100/H1100Discounted cash flow method Interest return rate 1.92%-2.40% 0.05% increase/(decrease) in interest return rate would result in increase/(decrease) in fair value by RMB16,362 31 December 2025 Valuation techniques Significant unobservable inputs Range Sensitivity of fair value to the input Wealth management products /H1100/H1100Discounted cash flow method Interest return rate 0.60%-2.37% 0.05% increase/(decrease) in interest return rate would result in increase/(decrease) in fair value by RMB1,096 The movement during the year in the balance of these Level 3 fair value measurements are as follows: For the year ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 243,309 274,704 Purchase /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100332,000 889,000 629,665 Changes in fair value recognised in profit or loss during the year (Note 5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,417) (3,903) 2,586 Redemption /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(80,274) (853,702) (856,907) At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100243,309 274,704 50,048 (ii) Fair value of financial assets and liabilities carried at other than fair value The carrying amounts of the Group’s financial instruments carried at amortised cost were not materially different from their fair values as at 31 December 2023, 2024 and 2025. APPENDIX I ACCOUNTANTS’ REPORT – I-46 – --- page 339 --- 30 MATERIAL RELATED PARTY TRANSACTIONS Names and relationship of the related parties that had material transactions with the Group during the Track Record Period are disclosed as following: Name of party Relationship Li Mengxiong* ҽྫྷඪ Shareholder of the Company and key management of the Group Li Shuguang* ҽᏣΈ Shareholder of the Company and key management of the Group * During the Track Record Period, Li Mengxiong and Li Shuguang have acted in concert with each other. ** The English translation of these entities is for reference only. The official names of the entities established in the PRC are in Chinese. (a) Non-recurring transactions Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Loans and borrowings borrowed from: Li Mengxiong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 8,454 – Li Shuguang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,554 – – 12,008 – Loans and borrowings repaid to: Li Mengxiong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,660 Li Shuguang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 3,640 – – 12,300 (b) Balances with related parties At 31 December 2023, 2024 and 2025, the Group had the following balances with related party: Y ear ended 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Non-trade balance of loans and borrowings due to: Li Mengxiong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 8,521 – Li Shuguang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,582 – – 12,103 – Loans and borrowings due to related parties bore interest at 2.5% per annum. The balances were fully repaid on 1 September 2025. (c) Key management personnel remuneration Remuneration for key management personnel of the Group, including amounts paid to the Group’s directors as disclosed in Note 8 and certain of the highest paid employees as disclosed in Note 9, is as follows: At 31 December 2023 2024 2025 RMB’000 RMB’000 RMB’000 Salaries, wages and other benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,157 9,444 8,047 Discretionary bonuses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,899 2,268 4,257 Contributions to defined contribution retirement plan /H1100/H1100/H1100/H1100630 656 659 Equity-settled share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,499 1,951 1,165 15,185 14,319 14,128 APPENDIX I ACCOUNTANTS’ REPORT – I-47 – --- page 340 --- 31 NON-ADJUSTING EVENTS AFTER THE REPORTING PERIOD On 25 April 2026, the Company adopted a share option scheme (the “2026 Pre-IPO Share Option Scheme”), pursuant to which maximum number of new shares that may be issued under the scheme is 20,391,891. The options granted under the 2026 Pre-IPO Share Option Scheme are subject to a vesting period, which commences on the date the relevant award agreement is signed and expires 13 months after the date of the Company’s initial public offering and listing, and subject to other vesting conditions. The grantees have the right, subject to the satisfaction of all applicable conditions, to subscribe for newly issued shares of the Company at the exercise price of RMB10.15 per share. 32 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE TRACK RECORD PERIOD Up to the date of this report, the HKICPA has issued a number of amendments, new standards and interpretations, which are not yet effective for the Track Record Period and which have not been adopted in preparing the Historical Financial Information. These developments include the followings: Effective for accounting periods beginning on or after Amendments to HKFRS 9, Financial instruments and HKFRS 7, Financial instruments: disclosures – Contracts Referencing Nature-dependent Electricity 1 January 2026 Amendments to HKFRS 9, Financial instruments and HKFRS 7, Financial instruments: disclosures – Amendments to the classification and measurement of financial instruments 1 January 2026 Annual improvements to HKFRS Accounting Standards – V olume 11 1 January 2026 HKFRS 18, Presentation and disclosure in financial statements 1 January 2027 HKFRS 19, Subsidiaries without public accountability: disclosures 1 January 2027 Amendments to HKAS 21, Translation to a hyperinflationary presentation currency 1 January 2027 Amendments to HKFRS 10 and HKAS 28, Sale or contribution of assets between an investor and its associate or joint venture To be determined The Group is in the process of making an assessment of what the impact of these developments are expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the consolidated financial statements of the Group except for the following: HKFRS 18, Presentation and disclosure in financial statements HKFRS 18 will replace HKAS 1 Presentation of financial statements and aims to improve the transparency and comparability of information about an entity’s financial statements. HKFRS 18 is effective for annual reporting periods beginning on or after 1 January 2027 and is to be applied retrospectively Among other changes, under HKFRS 18, entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to provide specific disclosures about management-defined performance measures in a single note in the financial statements. The Group does not plan to early adopt HKFRS 18. HKFRS 18 will impact the presentation of financial statements and is not expected to have significant impact on the financial performance and positions of the Group. SUBSEQUENT FINANCIAL STATEMENTS No audited financial statements have been prepared by the Company or any of its subsidiaries in respect of any period subsequent to 31 December 2025. APPENDIX I ACCOUNTANTS’ REPORT – I-48 – --- page 341 --- The following information does not form part of the Accountants’ Report from the Company’ s reporting accountants, KPMG, Certified Public Accountants, Hong Kong, as set out in Appendix I to this prospectus, and is included for illustrative purposes only. The unaudited pro forma financial information should be read in conjunction with the “Financial Information” section in this prospectus and the Accountants’ Report set out in Appendix I to this prospectus. A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS The following unaudited pro forma statement of adjusted consolidated net tangible assets of SENASIC Electronics Technology Co., Ltd. (the “Company”) and its subsidiaries (the “Group”) prepared in accordance with Rule 4.29 of the Listing Rules and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants is set out below to illustrate the effect of the Global Offering on the consolidated net tangible assets attributable to equity shareholders of the Company as at 31 December 2025 as if the Global Offering had taken place on 31 December 2025. The unaudited pro forma statement of adjusted consolidated net tangible assets has been prepared for illustrative purposes only and because of its hypothetical nature, it may not give a true picture of the financial position of the Group had the Global Offering been completed as at 31 December 2025 or any future date. Consolidated net tangible liabilities attributable to the equity shareholders of the Company as at 31 December 2025 (1) Estimated net proceeds from the Global Offering ( 2&5 ) Estimated impact upon the derecognition of financial instruments issued to investors (3) Unaudited pro forma adjusted consolidated net tangible assets attributable to the equity shareholders of the Company Unaudited pro forma adjusted consolidated net tangible assets attributable to the equity shareholders of the Company per Share (4) RMB’000 RMB’000 RMB’000 RMB’000 RMB (4) HK$(5) Based on an Offer Price of HK$18.36 per Offer Share /H1100/H1100/H1100(1,491,626) 802,908 2,048,272 1,359,554 3.59 4.13 Notes: (1) The consolidated net tangible liabilities attributable to the equity shareholders of the Company as of 31 December 2025 is calculated based on the consolidated total deficit attributable to the equity shareholders of the Company as of 31 December 2025 of RMB1,487,199,000, less intangible assets of RMB4,427,000 as at 31 December 2025, extracted from the Accountants’ Report set out in Appendix I to this Prospectus. (2) The estimated net proceeds from the Global Offering are based on the expected issuance of 53,407,000 H shares at the Offer Price of HK$18.36 per Offer Share, after deduction of estimated underwriting fees and other related listing expenses paid or payable by the Group (excluding the listing expenses charged to profit or loss during the Track Record Period of RMB14,224,000) and does not take into account of any Shares which may be issued upon the exercise of the Over-allotment Option or any shares may be issued for employee incentive scheme. (3) The carrying amount of financial instruments issued to investors was RMB2,048,272,000 as of 31 December 2025 (as set out in Note 26 of Appendix I to this Prospectus). Upon the Listing and completion of the Global Offering, special rights attributable to the investors will be removed, and the financial instruments issued to investors will be derecognised as liabilities and transferred to equity. (4) The unaudited pro forma adjusted consolidated net tangible assets attributable to equity shareholders of the Company per Share is arrived at after above adjustments and on the basis that 379,041,820 Shares were in issue immediately following the completion of the Global Offering and assuming that the Global Offering had been completed on 31 December 2025 without taking into account of the Shares may be issued upon exercise of the Over-allotment Option or any shares may be issued for employee incentive scheme. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-1 – --- page 342 --- (5) For illustrative purpose, the estimated net proceeds from the Global Offering is converted from the Hong Kong Dollar into Renminbi and the unaudited pro forma adjusted consolidated net tangible assets attributable to the equity shareholders of the Company per Share is converted from Renminbi into Hong Kong Dollar at the exchange rate of HK$1 to RMB0.86986, the exchange rate set by PBOC prevailing on 1 June 2026. No representation is made that the Hong Kong Dollars amounts have been, could have been or may be converted to Renminbi, or vice versa, at that rate. (6) No adjustment has been made to reflect any trading result or other transactions of the Group entered into subsequent to 31 December 2025. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-2 – --- page 343 --- REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION The following is the text of a report received from the reporting accountants, KPMG, Certified Public Accountants, Hong Kong, in respect of the Group’ s pro forma financial information for the purpose in this prospectus. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION TO THE DIRECTORS OF SENASIC ELECTRONICS TECHNOLOGY CO., LTD. We have completed our assurance engagement to report on the compilation of pro forma financial information of SENASIC Electronics Technology Co., Ltd. (the “Company”) and its subsidiaries (collectively the “Group”) by the directors of the Company (the “Directors”) for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted consolidated net tangible assets as at 31 December 2025 and related notes as set out in Part A of Appendix II to the prospectus dated 9 June 2026 (the “Prospectus”) issued by the Company. The applicable criteria on the basis of which the Directors have compiled the pro forma financial information are described in Part A of Appendix II to the Prospectus. The pro forma financial information has been compiled by the Directors to illustrate the impact of the proposed offering of the ordinary shares of the Company (the “Global Offering”) on the Group’s financial position as at 31 December 2025; as if the Global Offering had taken place at 31 December 2025 As part of this process, information about the Group’s financial position as at 31 December 2025 has been extracted by the Directors from the Group’s historical financial information included in the Accountants’ Report as set out in Appendix I to the Prospectus. Directors’ Responsibilities for the Pro Forma Financial Information The Directors are responsible for compiling the pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” (“AG 7”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). Our Independence and Quality Management We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. Our firm applies Hong Kong Standard on Quality Management 1 “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements”, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-3 – --- page 344 --- Reporting Accountants’ Responsibilities Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements (“HKSAE”) 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus” issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the pro forma financial information in accordance with paragraph 4.29 of the Listing Rules, and with reference to AG 7 issued by the HKICPA. For purpose of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. The purpose of pro forma financial information included in an investment circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of events or transactions as at 31 December 2025 would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:  the related pro forma adjustments give appropriate effect to those criteria; and  the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information. The procedures selected depend on the reporting accountants’ judgement, having regard to the reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our procedures on the pro forma financial information have not been carried out in accordance with attestation standards or other standards and practices generally accepted in the United States of America, auditing standards of the Public Company Accounting Oversight Board (United States) or any overseas standards and accordingly should not be relied upon as if they had been carried out in accordance with those standards and practices. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-4 – --- page 345 --- We make no comments regarding the reasonableness of the amount of net proceeds from the issuance of the Company’s shares, the application of those net proceeds, or whether such use will actually take place as described in the section headed “Future Plans and Use of Proceeds” in the Prospectus. Opinion In our opinion: (a) the pro forma financial information has been properly compiled on the basis stated; (b) such basis is consistent with the accounting policies of the Group, and (c) the adjustments are appropriate for the purposes of the pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules. Certified Public Accountants Hong Kong 9 June 2026 APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION – II-5 – --- page 346 --- The Articles of Association of the Company shall come into force and be implemented on the date when they are approved by the Shareholders’ Meeting of the Company and the initial public offering of overseas listed foreign shares by the Company are listed and traded on SEHK. GENERAL PROVISIONS The Company is a joint stock limited company in perpetual existence. All the assets of the Company are divided into shares of equal value. The Shareholders are responsible for the Company to the extent of their subscribed shares, and the Company is responsible for the Company’s debts with all of its assets. The Articles of Association shall, from the date on which they take effect, be the legally binding document that regulates the organization and activities of the Company and the relationship of rights and obligations between the Company and the Shareholders and among the Shareholders, and shall be legally binding on the Company, the Shareholders, the Directors, and the senior management. Based on the Articles of Association, any Shareholder may bring a lawsuit against another Shareholder, a Director and a senior management of the Company. Any Shareholder may bring a lawsuit against the Company, and the Company may bring a lawsuit against any Shareholder, Director, and senior management. SHARES Issuance of Shares The shares of the Company shall be in the form of registered share certificates. The issuance of the shares of the Company shall be conducted in the principle of fairness and justness, and each share of the same class shall be entitled to equal rights. For shares issued at the same time and within the same class, it shall be issued in the same conditions and price; and any entity or individual shall pay the same price for each share they subscribe. INCREASE/DECREASE AND REPURCHASE OF SHARES Capital Increase According to the needs for operation and development of the Company, and subject to applicable laws, administrative regulations, departmental rules, normative documents, the securities regulatory rules of the place where the Company’s shares are listed, and requirements by relevant regulatory authorities, upon respective resolution by a Shareholders’ Meeting, the Company may increase its registered capital by any of the following means: (1) issuance of shares to unspecified parties; (2) issuance of shares to specified parties; (3) distribution of bonus shares to existing Shareholders; (4) converting the reserved funds into share capital; (5) other means stipulated under laws, administrative regulations, and the securities regulatory authority in the jurisdiction where the Company’ s shares are listed. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-1 – --- page 347 --- Where an increase in registered capital of the Company is made by means of issue of new shares, the shareholders do not have any pre-emptive right unless otherwise provided for in the Articles of Association or among the shareholders or the shareholders’ general meeting resolves that the shareholders shall have pre-emptive right. The Company’s increase of its registered capital shall, after being approved in accordance with the provisions of the Articles of Association and the place where the shares of the Company are listed, be conducted in accordance with the procedures stipulated in relevant laws and regulations. Capital Decrease The Company may reduce its registered capital. To reduce its registered capital, the Company shall proceed it in compliance with the procedures prescribed by the Company Law, the Hong Kong Listing Rules, the securities regulatory authority in the jurisdiction where the Company’ s shares are listed, other relevant regulations, and the Articles of Association. Repurchase of Share Capital The Company shall not repurchase its shares. Provided, however, that the following circumstances shall be excluded: (1) reducing the registered capital of the Company; (2) merging with another company holding shares of the Company; (3) using shares for stock incentive plans and employee stock plans; (4) acquiring the shares of Shareholders who vote against any resolution adopted at the Shareholders’ Meeting on the merger or demerger of the Company and request the Company to acquire their shares; (5) using shares for converting corporate bonds into shares issued by the Company; (6) as required for the Company to maintain corporate value and Shareholders’ interests; (7) other circumstances permitted under laws, administrative regulations, and the securities regulatory rules of the place where the Company’s shares are listed. In compliance with applicable laws, administrative regulations, and departmental rules, the Company may acquire its own shares through open and centralized trading or other ways recognized by laws, administrative regulations, and the securities regulatory authority. A resolution of a Shareholders’ Meeting is required for acquisition by the Company of its own shares under circumstances (1) or (2). In accordance with the provisions of the Articles of Association or the authorization of the Shareholders’ Meeting, acquisition by the Company of its own shares under circumstances (3), (5) or (6) may be resolved by a resolution of a meeting of the Board with a quorum of more than two-thirds of Directors. The shares of the Company acquired by its own under circumstance (1) in the preceding paragraph shall be deregistered within 10 days from the date of repurchase; the shares acquired under circumstances (2) or (4) shall be transferred or deregistered within 6 months. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-2 – --- page 348 --- The shares of the Company acquired by its own under the above circumstance (3), (5) or (6) shall not exceed 10% of total shares issued by the Company and shall be transferred or deregistered within three years. Where relevant laws and regulations, normative documents, and the securities regulatory rules of the place where the Company’s shares are listed provide otherwise regarding the relevant matters involved in the aforementioned share repurchase, those provisions shall prevail, provided that they do not contravene the Company Law, the Securities Law or the Hong Kong Listing Rules. Transfer of Shares The shares of the Company shall be transferred according to laws. The Company shall not accept its own shares as the subject matter of a pledge. Shares issued by the Company prior to the public offering shall not be transferred within one year from the date the Company’s shares are listed and traded on the stock exchange. Where the Hong Kong Listing Rules provide for the transfer of shares of the Company held by controlling shareholders, such provisions shall apply. The Directors and the senior management of the Company shall report their shareholding in the Company and changes thereof to the Company, and during their tenure determined at the time of taking office, the shares transferred each year shall not exceed 25% of the total number of the Company shares held by them. The Company shares held by them shall not be transferred within one year from the date when the shares of the Company are listed and traded. Within half a year from departure from the Company, such persons shall not transfer the Company shares held by them. Where the securities regulatory rules of the place where the Company’s shares are listed impose additional restrictions on the transfer of overseas listed shares, such restrictions shall prevail. SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS Shareholders The Company shall maintain a register of shareholders in accordance with the Company Law, the securities regulatory rules of the place where the Company’s shares are listed, and other relevant regulations, as well as the Articles of Association. The register of Shareholders shall be the sufficient evidence for the Shareholders’ shareholding in the Company. Shareholders enjoy rights and assume obligations according to the class of shares they hold; Shareholders holding shares of the same class shall enjoy the same rights and assume identical obligations. When the Company convenes the Shareholders’ Meeting, distributes dividends, conducts liquidation or engages in other acts requiring the identification of Shareholders, the Board or the convener of the Shareholders’ Meeting should determine the record date. The Shareholders whose names appear on the register of Shareholders after the trading hours on the record date shall be those entitled to the relevant rights and interests. Rights and Obligations of Shareholders The Shareholders of the Company shall be entitled to the following rights: (1) receiving dividends and other form of interest distribution in proportion to their shareholdings; (2) requiring, convening, chairing, attending in person or by proxy a Shareholders’ Meeting pursuant to the laws, and exercising the speaking right and voting right at the meeting; APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-3 – --- page 349 --- (3) supervising, presenting suggestions on or making inquiries about the business operation of the Company; (4) transferring, gifting or pledging the shares held by them, in accordance with laws, administrative regulations, the Hong Kong Listing Rules, the securities regulatory rules of the place where the Company’s shares are listed, the Articles of Association and other relevant regulations; (5) accessing the Articles of Association, the register of Shareholders, minutes of Shareholders’ Meeting, resolutions of the Board, and disclosed financial and accounting reports; (6) participating in the distribution of residual assets of the Company in proportion to their shareholdings, upon termination or liquidation of the Company; (7) for Shareholders who vote against any resolution adopted at the Shareholders’ Meeting on the merger or demerger of the Company, requesting the Company to acquire its shares; (8) any other rights stipulated by laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association. In the event that any resolution by the Shareholders’ Meeting or the Board meeting violates laws and administrative regulations, the Shareholders may request the people’s court to invalidate such resolution. In the event that the convening procedures or voting means of the Shareholders’ Meeting or the Board meeting violate the laws, administrative regulations or the Articles of Association, or any resolution violates the Articles of Association, Shareholders may request the people’s court to withdraw such resolution within sixty (60) days from the date of resolution, unless there are only minor defects in the convening procedures or voting means of the Shareholders’ Meeting or the Board meeting, which do not have a material impact on the resolutions. Shareholders who have not been notified to attend a shareholders’ Meeting may, within sixty (60) days from the date on which such shareholders become aware or should have become aware of the resolution adopted at the meeting, petition the people’s court to revoke the resolution. Such revocation right shall be extinguished if not exercised within one year from the date the resolution is adopted. Where the People’s Court makes a judgment or ruling on a relevant matter, the Company shall fulfill its obligation to disclose the information in accordance with the laws, administrative regulations, the requirements of securities regulatory authorities, fully explain the impact, and actively co-operate with the enforcement of the judgment or ruling after it has come into effect. Where corrections to prior events are involved, they will be handled in a timely manner and the corresponding information disclosure obligations will be fulfilled. Where any director or senior management other than a member of the Audit Committee violates laws, administrative regulations or the Articles of Association when performing their duties for the Company, thereby causing losses to the Company, shareholders individually or collectively holding 1% or more of the shares of the Company for 180 or more consecutive days are entitled to request the Audit Committee in writing to file a lawsuit with the people’s court; where a member of the Audit Committee violates laws, administrative regulations or the Articles of Association when performing their duties for the Company, thereby causing losses to the Company, the aforementioned shareholders may request the Board in writing to file a lawsuit with the people’s court. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-4 – --- page 350 --- If the Audit Committee or the Board refuses to file lawsuits after a written request under the preceding paragraph has been received from any Shareholder, or fails to file such lawsuit within 30 days from the date when the request has been received, or in case of emergency where failure to initiate such proceedings immediately will result in irreparable losses to the Company, any Shareholder under the previous paragraph is entitled to file a lawsuit directly with the people’s court in their own name, for the interests of the Company. If any person infringes on any lawful interests of the Company resulting in any losses to the Company, shareholders individually or collectively holding 1% or more of the shares of the Company for 180 or more consecutive days may file a lawsuit with the people’s court in accordance with the provisions of two preceding paragraphs. Where the Directors, Supervisors or senior management of a wholly-owned subsidiary of the Company violates laws, administrative regulations or the Articles of Association when performing their duties, thereby causing losses to the Company, or where any person infringes upon any lawful interests of such wholly-owned subsidiary resulting in any losses, shareholders individually or collectively holding 1% or more of the shares of the Company for 180 or more consecutive days may, in accordance with the first three paragraphs of Article 189 of the Company Law, request in writing the Board of Supervisors or the Board of Directors of such wholly-owned subsidiary to file a lawsuit with the people’s court, or may directly file a lawsuit in their own name. In the event of violation of laws, administrative regulations or the provisions under the Articles of Association by a Director or senior management causing damage to the Shareholders’ interests, the Shareholders may initiate legal proceedings with the people’s court. The Shareholders of the Company shall undertake the following obligations: (1) abiding by laws, administrative regulations, and the Articles of Association; (2) making payment according to the number of shares subscribed for and the manners of subscription; (3) not withdrawing their share capital, unless otherwise stipulated by laws and administrative regulations; (4) not abusing Shareholder’s rights to harm the interests of the Company or other Shareholders, otherwise they shall bear compensation liability in accordance with the law; (5) not abusing the independent legal person status of the Company and the limited liability of Shareholders to harm the interests of the Company’s creditors, otherwise they shall bear joint and several liability for our Company’s debts; (6) any other obligations stipulated by laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed, and the Articles of Association. Any Shareholder who abuses Shareholder’s rights causing losses to the Company or other Shareholders shall be liable for compensation pursuant to the laws; any Shareholder who abuses the independent legal person status of the Company and the limited liability of Shareholders to evade debts and severely infringe upon the interests of the Company’s creditors shall be held jointly and severally liable for the Company’s debts. Where a Shareholder engages in any acts prescribed in the preceding paragraph through two or more companies he/she controls, each of such companies shall be held jointly and severally liable for the debts of any of them. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-5 – --- page 351 --- Where a Shareholder holding more than 5% of voting shares of the Company pledges any of his/her shares, he/she shall make a written report to the Company on the date on which he/she pledges his/her shares. General Rules for Shareholders’ Meetings The Shareholders’ Meeting is the organ of authority of the Company, and shall duly exercise the following functions and powers: (1) to elect and remove any Director (not including employee representative(s)), and to determine the remuneration of the relevant Directors; (2) to review and approve the reports of the Board; (3) to review and approve the Company’s profit distribution plans and loss recovery plans; (4) to resolve on the Company’s increase/decrease of registered capital; (5) to resolve on the issuance of bonds or corporate bonds and plan of listing by the Company; (6) to review the Company’s purchase or disposals of material assets accumulated within one year in the amount exceeding 30% of latest audited total assets of the Company; (7) to resolve on the Company’s merger, division, dissolution, liquidation or change of its corporate form; (8) to modify the Articles of Association; (9) to decide on the engagement or dismissal of the accounting firm responsible for auditing the Company’s business; (10) to review proposals from shareholders representing one percent (1%) or more of the company’s voting shares; (11) to review and approve the plan for the Company’s initial public offering and listing of shares; (12) to review and approve the change in the use of raised proceeds; (13) to approve connected transactions or continuing connected transactions that require approval by the shareholders’ meeting in accordance with laws, administrative regulations, the laws and regulations of the place where the Company’s shares are listed, listing rules and regulations, and these Articles of Association (including but not limited to Chapter 14A of the Hong Kong Listing Rules); (14) other matters to be decided by Shareholders’ Meeting under laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed, and the Articles of Association. The aforementioned functions and powers of the Shareholders’ Meeting shall not be exercised by the Board or other institutions or individuals on behalf of the Shareholders’ Meeting by way of authorization, except that the Shareholders’ Meeting may authorize the Board to resolve on the issuance of corporate bonds by the Company. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-6 – --- page 352 --- There are two types of Shareholders’ Meetings: annual Shareholders’ Meeting and extraordinary Shareholders’ Meeting. The annual Shareholders’ Meeting shall be convened once a year, and shall be held within six months from the end of last accounting year. The extraordinary Shareholders’ Meeting shall be convened within two months from the date of occurrence of any of the following events: (1) the number of Directors is less than the minimum required by the Company Law, or less than two-thirds of the number prescribed in the Articles of Association; (2) the outstanding losses of the Company account for one-third of the Company’s total paid-in share capital; (3) Shareholder(s) individually or jointly holding more than 10% of the Company’s shares send(s) a request for meeting; (4) the Board deems necessary; (5) the Audit Committee proposes to convene the meeting; (6) other circumstances under laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed, or the Articles of Association. Convening of Shareholders’ Meetings The Board shall convene the Shareholders’ Meeting within the prescribed time limits. Independent non-executive Directors may propose to convene an extraordinary Shareholders’ Meeting to the Board upon obtaining the consent of a majority of all independent non-executive directors. Upon receipt of a proposal from the independent non-executive directors to convene an extraordinary Shareholders’ Meeting, the Board shall, in accordance with laws, administrative regulations, and the Articles of Association, provide written feedback on whether to agree or disagree with the proposal to convene such extraordinary Shareholders’ Meeting within 10 days after receiving the proposal. In the event the Board agrees to convene an extraordinary Shareholders’ Meeting, the Board shall issue an extraordinary Shareholders’ Meeting notice within five days of making its resolutions. The Audit Committee may propose to the Board the convening of an extraordinary Shareholders’ Meeting, and such proposal shall be submitted to the Board in writing. In accordance with laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed, and the Articles of Association, the Board shall provide written feedback on whether to agree or disagree with the proposal to convene such extraordinary Shareholders’ Meeting within 10 days after receiving the proposal. In the event the Board agrees to convene an extraordinary Shareholders’ Meeting, the Board shall issue an extraordinary Shareholders’ Meeting notice within five days of making its resolutions. Any changes to the original proposal in such notice shall be agreed upon by the Audit Committee. In the event that the Board declines to convene an extraordinary Shareholders’ Meeting or fails to respond within 10 days after receiving the request, it shall be deemed to be unable or to fail to fulfill its duty to convene a Shareholders’ Meeting and then the Audit Committee may convene and preside over the meeting on its own. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-7 – --- page 353 --- Shareholder(s) individually or jointly holding 10% or more of the Company’s shares may request in writing to convene an extraordinary Shareholders’ Meeting to the Board. Such written request shall specify the subject of the meeting and contain a substantively complete proposal. In accordance with laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed, and the Articles of Association, the Board shall provide written feedback on whether to agree or disagree with the request to convene such extraordinary Shareholders’ Meeting within 10 days after receiving the request. In the event the Board agrees to convene an extraordinary Shareholders’ Meeting, the Board shall issue an extraordinary Shareholders’ Meeting notice within five days of making its resolutions, and any changes to the original request in such notice shall be agreed upon by the requesting Shareholder(s). Where otherwise provided by laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed, the provisions herein shall prevail. In the event that the Board declines to convene an extraordinary Shareholders’ Meeting or fails to respond in writing within 10 days after receiving the request, Shareholder(s) individually or jointly holding 10% or more of shares may request in writing to convene an extraordinary Shareholders’ Meeting to the Audit Committee. In the event the Audit Committee agrees to convene an extraordinary Shareholders’ Meeting, the Audit Committee shall issue an extraordinary Shareholders’ Meeting notice within five days of receiving such request, and any changes to the original request in such notice shall be agreed upon by the requesting Shareholder(s). Where otherwise provided by laws, administrative regulations, and departmental rules, the provisions herein shall prevail. In the event that the Audit Committee fails to issue the notice within the time limit, it shall be deemed to fail to convene and chair a Shareholders’ Meeting, and then the Shareholder(s) individually or collectively holding 10% or more of shares for at least 90 consecutive days may convene and chair the meeting on its/their own. If the Audit Committee or Shareholders decide to convene a Shareholders’ Meeting on its/their own, they shall notify the Board in writing. If the securities regulatory rules of the place where the Company’s shares are listed have other provisions, such provisions shall prevail to the extent that they do not violate domestic laws, administrative regulations and the Articles of Association. Prior to the adoption of the Shareholders’ Meeting’s resolution, the shareholding ratio of the convening Shareholders shall not be less than 10%. Proposals of Shareholders’ Meetings When the Company convenes a Shareholders’ Meeting, the Board of Directors, the Audit Committee and Shareholders who individually or together hold 1% or more of the shares of the Company are entitled to put forward proposals to the Company. Shareholders individually or together holding 1% or more of the shares of the Company may put forward interim proposals 10 days before the Shareholders’ Meeting is held and submit the proposals to the convener of the meeting in writing. The convener shall issue a supplemental notice of the Shareholders’ Meeting within two days upon receiving the proposals, announce the content of such extraordinary proposal, and submit such extraordinary proposal to the Shareholders’ Meeting for consideration. As regards the publication of the supplementary notice of the Shareholders’ Meeting, if there are special provisions in the securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail provided they do not violate the “Company Law” and the “Securities APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-8 – --- page 354 --- Law.” Provided, however, that no such extraordinary proposals shall be considered if it violates laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association, or falls outside the scope of duties of the Shareholders’ Meeting. The Company shall not increase the shareholding of Shareholders who submit the extraordinary proposal. If the Shareholders’ Meeting must be postponed due to the issuance of a supplementary notice of the Shareholders’ Meeting in accordance with the securities regulatory rules of the place where the Shares of the Company are listed, the convening of the Shareholders’ Meeting shall be postponed in accordance with the provisions of the securities regulatory rules of the place where the Shares of the Company are listed. Save as otherwise provided in the preceding paragraph or under laws, administrative regulations, and the securities regulatory rules of the place where the Company’s shares are listed, the convener shall not modify the proposals specified in the notice of the Shareholders’ Meeting or add new proposals after issuing the notice of the Shareholders’ Meeting. The Shareholders’ Meeting shall not vote or resolve on proposals not contained in the notice of the Shareholders’ Meeting or not in compliance with the Articles of Association. Notice of Shareholders’ Meetings The convener shall notify all shareholders at least 21 days prior to the convening of the annual Shareholders’ Meeting, at least 15 days prior to the convening of the extraordinary Shareholders’ Meeting. Regarding the calculation of the minimum notice period, the date of the meeting shall not be included. If the laws, regulations and the securities regulatory authorities of the place where the Company’s shares are listed have other provisions, such provisions shall prevail. Convening of Shareholders’ Meetings All shareholders registered in the Company’s share register on the record date or their proxies shall be entitled to attend the Shareholders’ Meeting and exercise their rights to speak and vote in accordance with applicable laws, regulations, the securities regulatory rules of the place where the Company’s shares are listed, and these Articles of Association. Shareholders may attend the Shareholders’ Meeting in person or by proxy to speak and vote on their behalf. Each shareholder shall be entitled to appoint one or more proxies or representatives, but such proxy need not be a shareholder of the Company. Shareholders shall have the right to speak and vote at the Shareholders’ Meeting, unless individual shareholders are required by the securities regulatory rules applicable to the place where the Company’s stocks are listed to abstain from voting on specific matters. Where an individual shareholder attends the meeting in person, he/she shall present his/her identity card or other valid documents or certificates that can prove his/her identity, as well as the shareholding certificate; where a proxy attends the meeting on behalf of the shareholder, the proxy shall also present his/her own valid identity card and the power of attorney issued by the shareholder. A corporate shareholder shall be represented at the meeting by its legal representative or designated representative thereof, or by its legal representative or a proxy authorized by such legal representative. Where the legal representative attends the meeting, he/she shall present his/her identity card and valid documents proving his/her capacity as the legal representative; where a proxy attends the meeting, the proxy shall present his/her identity card and the written power of attorney issued by the legal representative of the corporate shareholder in accordance with the law. Except where the shareholder is a recognized clearing house (or its nominee) as defined by the relevant ordinances from time to time in force in Hong Kong. If the APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-9 – --- page 355 --- shareholder is a corporate legal person, it may appoint one or more proxies or representatives to attend and vote at any Shareholders’ Meeting of the Company, and if such corporate shareholder is present at any meeting by proxy or representative, it shall be deemed to be present in person. The proxy(ies) or representative(s) so appointed by the shareholder may, pursuant to the instructions of the shareholder, exercise the following rights: (1) the right which the shareholder has to speak at the Shareholders’ Meeting; (2) the right to demand a poll alone or jointly with others; (3) the right to exercise voting rights on a show of hands or on a poll, provided that where more than one proxy or representative is appointed, the proxies or representatives may only exercise such voting rights on a poll. A form of proxy may be executed by a duly authorized officer of the Company. A partner of a partnership enterprise shall be represented at the meeting by his/her executive managing partner or designated representative thereof, or by a proxy authorized by such executive managing partner. Where the executive managing partner or designated representative thereof attends the meeting, he/she shall present his/her identity card and valid documents proving his/her capacity as the executive managing partner or designated representative thereof; where a proxy attends the meeting, the proxy shall present his/her identity card and the written power of attorney issued by the executive managing partner or designated representative thereof in accordance with the law. Except where the shareholder is a recognized clearing house (or its nominee) as defined by the relevant ordinances from time to time in force in Hong Kong. If the shareholder is a recognized clearing house (or its nominee) as defined by the relevant ordinances from time to time in force in Hong Kong, such shareholder may authorize one or more persons it deems appropriate to act as its proxy or representative at any Shareholders’ Meeting (and/or Creditors’ Meeting); provided that where more than one person is authorized, the power of attorney or proxy instrument shall specify the number and class of shares represented by each authorized person, and such power of attorney or proxy instrument must be executed by an authorized signatory of the recognized clearing house. The person(s) so authorized may attend the meeting on behalf of the recognized clearing house (or its nominee) (without producing evidence of shareholding, provided that their duly notarised authorization and/or further evidence confirms their formal authorization), speak at the meeting, and exercise rights as if such person(s) were individual shareholders of the Company. Such authorized person(s) shall enjoy statutory rights equivalent to those of other shareholders, including, but not limited to, speaking and voting rights. Shareholders’ Meeting Voting and Resolutions The following matters shall be passed by the Shareholders’ Meeting through ordinary resolutions: (1) The work report of the Board of Directors; (2) The profit distribution plan and loss recovery plan formulated by the Board of Directors; (3) The appointment, removal, remuneration, and payment methods for members of the Board of Directors who are not assumed by staff representatives; (4) The Company’s annual report and the company’s balance sheet, income statement, and other financial statements; APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-10 – --- page 356 --- (5) The appointment or dismissal of accounting firms that undertake the Company’s auditing business as well as the accounting firm’s remuneration; (6) Matters other than those required by laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed, or these Articles of Association to be passed by special resolution. The following matters shall be passed by the Shareholders’ Meeting through special resolutions: (1) The company increases or decreases its registered capital and issues any type of stock, warrants, and other similar securities; (2) Passing a resolution on the company’s bonds; (3) The division, spin-off, merger, dissolution and liquidation (including voluntary liquidation) of the company or a change in the form of the company; (4) Within one year, the company purchases or sells major assets the amount of which exceeds 30% (thirty percent) of the total assets as stated in the most recent audited financial statements; (5) Consideration of matters regarding guarantees whose total amount in the last twelve (12) months exceeds 30% (thirty percent) of the company’s total assets as stated in the most recent audited financial statements; (6) Any form of amendment or modification of these Articles of Association; (7) Equity incentive plans; (8) Matters required by laws, administrative regulations, departmental rules, normative documents, laws and regulations of the stock market where the company is listed, listing rules or these Articles of Association, and other matters determined by the general meeting of shareholders by ordinary resolution as having a material impact on the company and requiring a special resolution to be passed. Shareholders (including their proxies) shall exercise their voting rights based on the number of voting shares they represent, with each share carrying one vote. Pursuant to applicable laws, administrative regulations, departmental rules, normative documents, the Hong Kong Listing Rules and the securities regulations of the securities regulatory rules of the place where the Company’s shares are listed, if any shareholder is required to abstain from voting or is restricted to voting only in favor or only against on any particular resolution, any vote cast by such shareholder (or its proxy) in violation of such provisions or restrictions shall be disregarded in the voting results. Where material issues affecting the interests of minority shareholders are considered at the Shareholders’ Meeting, the votes of minority shareholders shall be counted separately. The separate votes counting results shall be disclosed publicly in a timely manner. Shares held by the Company itself shall not carry voting rights, and such shares shall not be included in the total number of voting shares of shareholders present at the Shareholders’ Meeting. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-11 – --- page 357 --- When the Shareholders’ Meeting considers matters relating to connected transactions (as defined in the Hong Kong Listing Rules), the connected shareholders and their close associates (as defined in the Hong Kong Listing Rules) shall not vote on such resolutions, and the voting shares represented by them shall not be counted in the total number of valid votes. The announcement of the Shareholders’ Meeting resolution shall fully disclose the voting results of non-connected persons. Resolutions on connected transactions passed by the Shareholders’ Meeting shall only be valid if approved by more than half of the votes cast by non-connected shareholders present at the Shareholders’ Meeting. However, if such connected transaction involves matters requiring a special resolution under these Articles of Association, the resolution of the Shareholders’ Meeting shall only be effective if passed by a two-thirds majority vote of the non-connected persons present at the meeting. When proposals are reviewed at a Shareholders’ Meeting, no amendments shall be permitted. Any modification to a proposal shall be treated as a new proposal and may not be voted upon during the current meeting. Each voting right may only be exercised through one method: either on-site, by correspondence, or through other approved voting means. In case of duplicate voting for the same voting right, the first submitted vote shall prevail. V oting at a Shareholders’ Meeting shall be conducted by way of registered ballot. Prior to voting on any proposal, the meeting shall appoint two shareholder representatives to supervise the vote counting process. When reviewing matters involving connected transactions, relevant shareholders and their proxies shall be prohibited from participating in the vote-counting or vote-supervising process. DIRECTORS AND THE BOARD OF DIRECTORS Directors Directors shall possess the qualifications required by laws, administrative regulations and rules. Company directors shall be natural persons. Individuals falling under any of the following circumstances shall not serve as directors of the Company: (1) Lacking civil capacity or having limited civil capacity; (2) Having been sentenced to criminal punishment for embezzlement, bribery, property encroachment, property misappropriation, or disruption of the socialist market economic order, with less than five years elapsed since the completion of the sentence, or having been deprived of political rights due to a criminal conviction, with less than five years elapsed since the completion of the sentence (including two years from the expiration of the probation period if probation is declared); (3) Having served as a director, factory director, or manager of a company or enterprise undergoing bankruptcy liquidation, and bearing personal responsibility for said bankruptcy, with less than three years elapsed since the completion of the bankruptcy liquidation; (4) Having served as the legal representative of a company or enterprise whose business license was revoked or which was ordered to close due to violations of laws, and bearing personal responsibility, with less than three years elapsed since the date of license revocation or closure; (5) Being listed as a dishonest person subject to enforcement by a people’s court due to failure to repay a significant amount of personal debt upon maturity; APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-12 – --- page 358 --- (6) Being subject to securities market entry restrictions imposed by the China Securities Regulatory Commission (CSRC), with the restriction period not yet expired; (7) Other circumstances stipulated by laws, administrative regulations, departmental rules, or securities regulatory rules of the place where the Company’s shares are listed. Electing or appointing directors in violation of this provision shall render such election, appointment, or hiring invalid. If a director falls under any of the circumstances listed in the first paragraph of this article during his/her term of office, the Company shall relieve him/her of his/her duties and terminate his/her performance. Non-employee representative Directors shall be elected or replaced by the Shareholders’ Meeting in accordance with the law and may be removed from office by the Shareholders’ Meeting before the expiration of their term, without prejudice to claims made by the Directors pursuant to any contract. Each term of the Board of Directors is three years. Directors may be re-elected for consecutive terms upon expiration of their term. Exceptions apply where otherwise stipulated by relevant laws, regulations, securities regulatory rules of the place where the Company’s shares are listed. The term of office of a director shall commence on the date of assumption of office and expire at the end of the current Board of Directors’ term. If a director’s term expires without timely re-election, the original director shall continue to perform their duties in accordance with laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed, and these Articles of Association, until the newly elected director assumes office. Directors shall abide by laws, administrative regulations, securities regulatory rules of the place where the Company’s shares are listed, and these Articles of Association, and shall owe the following fiduciary duties to the Company and take measures to avoid conflicts between their own interests and the Company’s interests, and must not use their powers to seek improper benefits: (1) Shall not use their positions to engage in bribery or accept other illegal income; (2) Shall not misappropriate corporate or customer properties, and shall not misappropriate company or customer assets or funds; (3) Shall not open accounts in their own names or in the names of other individuals to deposit company assets or funds; (4) Shall not directly or indirectly enter into contracts or conduct transactions with the Company in violation of the Articles of Association or without the consent of the Shareholders’ Meeting or the Board of Directors; (5) Shall not take advantage of their positions to seek for themselves or others any business opportunities that should belong to the Company, unless you report this to the board of directors or shareholders meeting and the shareholders meeting approves the resolution, or the company is prohibited from taking advantage of the business opportunity in accordance with the law, administrative regulations or the provisions of these Articles of Association; (6) Shall not carry on a business of the same kind as that of the Company for himself or for others, without reporting to the Board of Directors or Shareholders’ Meeting and without being approved by the Shareholders’ Meeting through resolution; (7) Shall not appropriate commissions received from transactions with the Company for personal gain; APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-13 – --- page 359 --- (8) Shall not disclose company secrets without authorization; (9) Shall not exploit their connected relationships to the detriment of the Company’s interests; (10) Shall exercise the rights granted by the company with caution, seriousness and diligence to protect the interests of the company and its shareholders; (11) Shall comply with other fiduciary duties as stipulated by laws, administrative regulations, departmental rules, the Hong Kong Listing Rules, the securities regulatory rules of the place where the Company’s shares are listed, and these Articles of Association. Any income obtained by a director in violation of these Articles of Association shall belong to the Company; if losses are caused to the Company, the director shall be liable for compensation. Directors shall abide by laws, administrative regulations, and these Articles of Association, and owe the following duty of care to the Company. When performing their duties, they shall exercise the reasonable attention ordinarily expected of managers in the best interests of the Company. (1) Shall exercise the rights granted by the Company with prudence, diligence, and care to ensure that the Company’s business activities comply with national laws, administrative regulations, and national economic policies, and that business activities do not exceed the scope of business specified in the business license; (2) Shall treat all shareholders fairly; (3) Shall promptly understand the business operation and management situation of the Company; (4) Shall sign written confirmation opinions on the Company’s periodic reports, and ensure that the information disclosed by the Company is true, accurate, and complete; (5) Shall provide relevant information and documents to the Audit Committee truthfully and shall not impede the Audit Committee from exercising its powers; (6) Shall comply with other duties of care as stipulated by laws, administrative regulations, departmental rules, and these Articles of Association. Directors (including independent non-executive directors) shall actively participate in relevant training, including training on listing rules and related risk training, and regularly participate in external training organized by the Stock Exchange or other regulatory authorities to understand their rights, obligations, and responsibilities as directors, become familiar with relevant laws and regulations, and master the knowledge required as directors. If a director fails to attend a meeting of the Board of Directors in person for two consecutive times and does not entrust another director to attend on behalf, he/she shall be deemed unable to perform his/her duties, and the Board of Directors shall recommend to the Shareholders’ Meeting that he/she be replaced. Subject to the securities regulatory rules of the place where the Company’s shares are listed, any director attending the meeting of the Board of Directors by internet, video, telephone or other equivalent means, shall also be deemed to be present in person thereat. If a director or a senior management enters into a contract or conducts transactions with the Company directly or indirectly, he/she shall report matters related to the contract or transaction to the Board of Directors or the Shareholders’ Meeting and obtain a resolution from the Board of Directors or the Shareholders’ Meeting in accordance with laws, regulations, and securities regulatory rules of the place where the Company’s shares are listed. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-14 – --- page 360 --- The close relatives of directors and senior management, enterprises directly or indirectly controlled by a director and a senior management or his/her close relatives, and connected persons who have other affiliations with the director and the senior management shall be subject to the provisions of the preceding paragraph when entering into contracts or transactions with the Company. Directors shall not use their positions to seek business opportunities belonging to the Company for themselves or others. However, the following circumstances are exceptions: (1) Reporting to the Board of Directors or the Shareholders’ Meeting and obtaining a resolution from the Board of Directors or the Shareholders’ Meeting in accordance with laws, regulations, and securities regulatory rules of the place where the Company’s shares are listed; (2) The Company shall not utilize the business opportunity in accordance with laws, administrative regulations, or these Articles of Association. Directors shall not engage in the same or similar business as the Company for their own account or on behalf of others without reporting to the Board of Directors or the Shareholders’ Meeting and obtaining a resolution from the Board of Directors or the Shareholders’ Meeting in accordance with laws, regulations, and securities regulatory rules of the place where the Company’s shares are listed. Board of Directors The Company shall establish a Board of Directors, which is accountable to the Shareholders’ Meeting. The Board of Directors shall consist of 9 directors, including 1 employee representative. The Board of Directors shall exercise the following functions and powers: (1) Convene the Shareholders’ Meeting and report on its work to the Shareholders’ Meeting; (2) implementing resolutions of the general meetings; (3) deciding the operating plans and investment schemes of the Company; (4) formulating the profit distribution plan and loss makeup plan of the Company; (5) formulating the Company’s plans for the increase/decrease of the registered capital, issuance of corporate bonds or other securities, and listing on a stock exchange; (6) contemplating the plans for merger, division, dissolution or change of form of the Company; (7) contemplating the plans for purchase and disposal of material assets, share repurchase of the Company; (8) appointing or dismissing the General Manager (the “CEO”), Secretary; appointing or dismissing the President, Vice President, Chief Financial Officer or other Senior Management of the Company as nominated and deciding on and decide on their remunerations, rewards and punishments; (9) deciding on the setup of internal management bodies of the Company; (10) determining the composition of special committees under the Board by the listing rules of the places where the shares of the Company are listed; APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-15 – --- page 361 --- (11) formulating the fundamental management systems of the Company; (12) formulating the modification plan of the Articles of Association; (13) filing an application for bankruptcy on behalf of the Company; (14) considering and approving shareholders to list and trade the unlisted shares on an overseas stock exchange; (15) considering and approving the Company’s transaction (including but not limited to the disclosable transaction and the connected transaction) that should be considered and approved by the Board of Directors pursuant to the laws, administrative regulations, departmental regulations, regulations or listing rules of the places where the shares of the Company are listed and the Articles of Association; (16) deciding on the Company’s external investments, acquisition and disposal of assets, pledge of assets, external guarantees, trust management and other matters within the scope of authorization by a general meeting; (17) managing the disclosure of information by the Company; (18) proposing to the general meeting with respect to the engagement or replacement of the audit firm of the Company; (19) receiving the work report of the General Manager of the Company and examine such work; (20) establishing the Company’s purpose, values and strategy and ensuring that they are aligned with the Company’s culture; (21) developing and reviewing the policies and practices of the Company on corporate governance and make recommendations to the Board of Directors; (22) reviewing and monitoring the training and continuous professional development of Directors and Senior Management; (23) reviewing and monitoring the Company’s policies and practices on compliance with legal and regulatory requirements; (24) developing, reviewing and monitoring the code of conduct applicable to the Directors and employees; (25) review the Company’s compliance with the code provisions set out in the CG Code contained in Listing Rules and disclosures in the corporate governance report; (26) any other functions and powers granted by the laws, regulations, the laws, regulations or listing rules of the places where the shares of the Company are listed, the Articles of Association or the General Meeting. Other functions and powers granted by laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed, the Articles of Association, or the Shareholders’ Meeting. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-16 – --- page 362 --- The Board of Directors shall have one Chairman appointed. The Chairman shall be elected by a majority vote of all directors of the Board of Directors. The Chairman shall exercise the following functions and powers: (1) Preside over the Shareholders’ Meeting and convene and preside over meetings of the Board of Directors; (2) Supervise and inspect the implementation of resolutions of the Board of Directors; (3) Other functions and powers granted by the Board of Directors. Meetings of the Board of Directors are classified into regular meetings and interim meetings. The Board of Directors shall hold at least four regular meetings each year. The Chairman shall convene the meetings, and notices shall be issued 14 days prior to the convening of a regular meeting. In any of the following circumstances, the Chairman shall convene and preside over an interim meeting of the Board of Directors within 10 days of receiving the proposal: (1) When shareholders holding more than ten percent (10%) of shares propose a motion; (2) When the Chairman deems it necessary; (3) When a joint proposal is made by more than one-third (1/3) of the directors; (4) When a proposal is made by a majority of independent non-executive directors; (5) When a proposal is made by the Audit Committee; (6) When a proposal is made by the General Manager (CEO); (7) Other circumstances provided by Chinese laws, administrative regulations, departmental rules, normative documents, the laws and regulations of the stock listing venue, listing rules, or these Articles of Association. A meeting of the Board of Directors shall only be held if more than half of the directors are present. Resolutions of the Board of Directors must be passed by a majority vote of all directors. V oting on resolutions of the Board of Directors shall be conducted according to the one-vote-per-director principle. If a director has a connected relationship with the enterprise or individual involved in the matter under consideration at the meeting of the Board of Directors, such director shall promptly report in writing to the Board of Directors. A director with a connected relationship shall not exercise voting rights on such resolution, nor shall he/she act as a proxy for other directors in exercising voting rights. The meeting of the Board of Directors may be held with the attendance of more than half of the directors without a connected relationship, and resolutions made at the meeting of the Board of Directors must be passed by a majority vote of the directors without a connected relationship. If the number of directors without a connected relationship attending the meeting of the Board of Directors is less than three, the matter shall be submitted to the Shareholders’ Meeting for review. If there are any additional restrictions on directors’ participation in and voting at meetings of the Board of Directors as stipulated by laws, regulations, or securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-17 – --- page 363 --- Meetings of the Board of Directors shall be attended by the directors in person; if a director is unable to attend for any reason, he/she may entrust another director in writing to attend on his/her behalf, and the letter of entrustment shall specify the name of the proxy, the matters to be represented, the scope of authorization, and the period of validity, and shall be signed or sealed by the entrusting party. The director attending the meeting on behalf of another shall exercise the rights of the director within the scope of authorization. Where a director neither attends the meeting of the Board of Directors nor entrusts a representative to attend, he/she shall be deemed to have waived the right to vote at that meeting. Special Committees of the Board of Directors The Board of Directors of the Company shall establish an Audit Committee, which shall exercise the powers of the Board of Supervisors as stipulated in the Company Law . The Audit Committee shall consist of three directors and can only be comprised of non-executive directors, and shall consist of at least three members, a majority of whom shall be independent directors, a majority of whom shall not hold any position in the Company other than that of director, and at least one of whom is an independent director with appropriate qualifications or accounting or related financial management expertise as required under the securities regulatory rules of the place where the Company’s shares are listed, and the convener (chairperson) of the committee shall be an accounting professional from among the independent non-executive directors. The Board of Directors of the Company shall establish a Remuneration Committee. The Remuneration Committee shall consist of three directors, with more than half being independent non-executive directors, and the convener (chairperson) shall be an independent non-executive director. The Board of Directors of the Company shall establish a Nomination Committee. The Nomination Committee shall consist of three directors, with more than half being independent non-executive directors. SENIOR MANAGEMENT The Company shall have one General Manager, one CFO, one President, one vice President, and one Secretary to the Board of Directors, who shall be appointed or removed by the Board of Directors. The Company may decide to appoint other senior management personnel based on its actual operational and developmental needs. The General Manager, CFO, Secretary to the Board of Directors, and other senior management personnel appointed by the Board of Directors shall be deemed as the senior management of the Company. The term of office of the General Manager is three years, and the General Manager may be reappointed for consecutive terms upon appointment by the Board of Directors. The term of office of the General Manager shall commence from the date of approval by the resolution of the Board of Directors and shall end upon the expiration of the term of the current Board of Directors. The General Manager shall be responsible for the Board of Directors and shall exercise the following functions and powers: (1) Preside over the production, operation, and management work of the Company, implement the resolutions of the Board of Directors, and report work to the Board of Directors; (2) Implement the Company’s annual operating plans and investment plans; (3) Propose plans for the establishment of the Company’s internal management organization, and propose the Company’s basic management system; APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-18 – --- page 364 --- (4) Formulate the Company’s specific rules and regulations; (5) Propose to the Board of Directors the appointment or removal of other senior management personnel of the Company; (6) Propose to convene an extraordinary meeting of the Board of Directors; (7) Perform the duties and powers specified in the General Manager’s work rules; (8) Other functions and powers granted by the Articles of Association or the Board of Directors. FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION, AND AUDIT Financial and Accounting Systems The Company shall formulate its financial and accounting systems in accordance with laws, administrative regulations, and the provisions of relevant authorities. If there are additional provisions by the securities regulatory authority of the place where the Company’s shares are listed, those provisions shall prevail. The Company shall not establish separate accounting books in addition to the statutory accounting books. The Company’s funds shall not be deposited in accounts opened in the name of any individual. When distributing the after-tax profits of the current year, the Company shall allocate 10% of the profits to the Company’s statutory reserve fund. If the cumulative amount of the Company’s statutory reserve fund exceeds 50% of the Company’s registered capital, further allocation may be waived. Where the Company’s statutory reserve fund is insufficient to cover the losses of previous years, the Company shall first use the current year’s profits to cover the losses before allocating to the statutory reserve fund in accordance with the preceding paragraph. After setting aside the statutory reserve fund from the after-tax profits, the Company may, upon resolution of the Shareholders’ Meeting, also set aside a discretionary reserve fund from the after-tax profits. After the losses are covered and the statutory reserve fund is set aside, the remaining after-tax profits of the company shall be distributed among the shareholders according to the proportion of shares held by shareholders, unless otherwise provided in the Articles of Association. The Company’s own shares held by the Company shall not participate in the profit distribution. The Company’s reserve fund shall be used to cover the Company’s losses, expand the Company’s production and business operations, or be converted into an increase in the Company’s registered capital. When the reserve fund is used to cover the Company’s losses, the discretionary reserve fund and statutory reserve fund shall be used first; if they are still insufficient, the capital reserve fund may be used in accordance with the regulations. When the statutory reserve fund is converted into an increase in registered capital, the retained amount of such reserve fund shall not be less than 25% of the Company’s registered capital prior to the increase. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-19 – --- page 365 --- Appointment of Accounting Firms The Company shall appoint an independent accounting firm that complies with the provisions of laws and regulations and the regulatory rules of the place where the shares of the Company are listed to conduct accounting statement audits, net asset verification, and other related consulting services, with a term of one year, which may be renewed. The appointment, dismissal and remuneration (or the way to confirm the remuneration) of the accounting firm by the Company must be determined by the Shareholders’ Meeting through ordinary resolutions, and the Board of Directors shall not appoint an accounting firm before the Shareholders’ Meeting makes a decision. When the Company dismisses or does not renew the appointment of an accounting firm, it shall notify the accounting firm 15 days in advance. When the Shareholders’ Meeting of the Company votes on the dismissal of an accounting firm, the accounting firm shall be allowed to present its opinions. NOTIFICATION Notifications from the Company shall be issued in the following forms: (1) Delivery by a designated person; (2) Transmission via fax, email, or postal mail; (3) Notification via telephone; (4) Public announcement (including posting on designated websites and the Company’s official website in accordance with laws, administrative regulations and the securities regulatory rules of the place where the Company’s shares are listed); (5) Other forms recognized by the relevant regulatory authorities of the place where the Company’s shares are listed or as stipulated in the Company’s Articles of Association. MERGER, DIVISION, CAPITAL INCREASE, CAPITAL REDUCTION, DISSOLUTION, AND LIQUIDATION Merger, Division, Capital Increase, and Capital Reduction In the event of a company merger, the merging parties shall sign a merger agreement and prepare a balance sheet and inventory of assets. The Company shall notify its creditors within 10 days from the date of the merger resolution and make a public announcement in accordance with regulations within 30 days. Creditors may, within 30 days from the date of receipt of the notification, or within 45 days from the date of the public announcement provided that they have not received the notification, request the Company to settle its debts or provide corresponding guarantees. In the event of a company division, the Company’s assets shall be divided accordingly. The Company shall prepare a balance sheet and inventory of assets in the event of division. The Company shall notify its creditors within 10 days from the date of the division resolution and make a public announcement in accordance with regulations within 30 days. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-20 – --- page 366 --- When the Company needs to reduce its registered capital, it shall prepare a balance sheet and inventory of assets. The Company shall notify its creditors within 10 days from the date of the resolution to reduce the registered capital and make a public announcement in accordance with regulations within 30 days. Creditors have the right, within 30 days from the date of receipt of the notification, or within 45 days from the date of the public announcement provided that they have not received the notification, to request the Company to settle its debts or provide corresponding guarantees. In the event of a company merger or division, where changes occur to the registered items, the Company shall complete the modification registration with the company registration authority in accordance with the law; in the event of dissolution, the Company shall complete company deregistration in accordance with the law; in the event of the establishment of a new company, the Company shall complete company establishment registration in accordance with the law. Where the Company increases or reduces its registered capital, it shall apply to the company registration authority for modification registration in accordance with the law. Dissolution and Liquidation The Company shall be dissolved for the following reasons: (1) The business term specified in these Articles of Association expires, or any other dissolution cause stipulated herein arises; (2) The Shareholders’ Meeting resolves to dissolve the Company; (3) Dissolution is required due to a merger or division of the Company; (4) The Company’s business license is revoked in accordance with the law, it is ordered to close down, or it is administratively revoked; (5) Where severe difficulties arise in the Company’s operations and management, and its continued existence would cause material detriment to shareholders’ interests, and such difficulties cannot be resolved through other means, shareholders holding 10% or more of the total voting rights of the Company may petition the people’s court for dissolution of the Company. Where the Company falls under any of the dissolution causes specified in the preceding paragraph, it shall publicise the dissolution cause(s) via the National Enterprise Credit Information Publicity System within 10 days. Where the Company falls under circumstances (1) or (2) above and has not yet distributed assets to shareholders, it may continue to exist by amending these Articles of Association or through a resolution of the Shareholders’ Meeting. Amendments to these Articles of Association or resolutions of the Shareholders’ Meeting in accordance with the preceding paragraph shall be approved by more than two-thirds of the voting rights held by the shareholders attending the Shareholders’ Meeting. If the Company is dissolved due to the causes specified in items (1), (2), (4), and (5) above, it shall undergo liquidation. Directors are the liquidation obligors of the Company and shall form a liquidation committee to conduct liquidation within 15 days from the date when the dissolution cause arises. The liquidation committee shall be composed of directors or personnel determined by the Shareholders’ APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-21 – --- page 367 --- Meeting. If the liquidation committee is not formed within the prescribed time limit for liquidation, creditors may apply to the people’s court for the appointment of relevant personnel to form a liquidation committee to carry out liquidation. If the liquidation obligors fail to perform their liquidation obligations in a timely manner and cause losses to the Company or creditors, they shall be liable for compensation. During the liquidation period, the liquidation committee shall exercise the following functions and powers: (1) Liquidate the Company’s assets, and prepare a balance sheet and inventory of assets respectively; (2) Notify and announce to creditors; (3) Handle the Company’s outstanding business related to liquidation; (4) Settle outstanding taxes and taxes incurred during the liquidation process; (5) Clear up the creditor’s rights and debts; (6) Dispose of the Company’s residual assets after debt repayment; (7) Represent the Company in civil litigation activities. The liquidation committee shall notify creditors within 10 days from the date of its establishment and make a public announcement in accordance with regulations within 60 days. Creditors shall declare their claims to the liquidation committee within 30 days from the date of receipt of the notification, or within 45 days from the date of the public announcement provided that they have not received the notification. When declaring their claims, creditors shall provide relevant information of claims and supporting documents. The liquidation committee shall register the claims. During the period of claim declaration, the liquidation committee shall not make any debt repayments to creditors. After liquidating the Company’s assets and preparing the balance sheet and inventory of assets, the liquidation committee shall formulate a liquidation plan and submit it to the Shareholders’ Meeting or the people’s court for confirmation. After applying of the Company’s assets to pay liquidation expenses, employees’ wages, social insurance contributions, statutory compensations, outstanding taxes, and company debts in sequence, any residual assets shall be distributed among shareholders in proportion to their respective shareholdings. During the liquidation period, the Company shall continue to exist but shall not engage in business activities unrelated to the liquidation. No distribution of assets shall be made to shareholders until all the Company’s assets have been liquidated in accordance with the preceding paragraph. After liquidating of the Company’s assets and preparing the balance sheet and inventory of assets, if the liquidation committee finds that the Company’s assets are insufficient to repay its debts, it shall apply to the people’s court for bankruptcy liquidation in accordance with the law. After the people’s court accepts the bankruptcy application, the liquidation committee shall transfer the liquidation affairs to the bankruptcy administrator appointed by the people’s court. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-22 – --- page 368 --- Upon completion of the Company’s liquidation, the liquidation committee shall prepare a liquidation report, submit it to the Shareholders’ Meeting or the people’s court for confirmation, and report it to the company registration authority to apply for cancelation of the Company’s registration. Where the Company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be carried out in accordance with the relevant laws on enterprise bankruptcy. AMENDMENT TO THE ARTICLES OF ASSOCIATION The Company shall amend its Articles of Association under any of the following circumstances: (1) After the Company Law or relevant laws, administrative regulations, or securities regulatory rules of the place where the Company’s shares are listed are amended, the provisions of the Articles of Association conflict with the provisions of the amended laws, administrative regulations, or securities regulatory rules of the place where the Company’s shares are listed; (2) The Company’s situation has changed and is inconsistent with the matters recorded in the Articles of Association; (3) The Shareholders’ Meeting decides to amend the Articles of Association. Any amendments to the Articles of Association approved by a resolution of the Shareholders’ Meeting that require approval from the competent authority shall be submitted to the competent authority for approval; where the amendments involve company registration matters, the changes shall be registered in accordance with the law. APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION – III-23 – --- page 369 --- 1. FURTHER INFORMATION ABOUT OUR COMPANY A. Incorporation Our Company was incorporated as a limited liability company under the laws of the PRC in March 2015 and was converted into a joint stock company with limited liability in October 2024. Our registered office is at Room 215, P4 Comprehensive Building, No. 20 Xishi Road, Wangzhuang Subdistrict Xinwu District, Wuxi City, Jiangsu Province, PRC, and our headquarter and principal place of business is at Room 601, No. 10, Lane 198, Zhangheng Road, Pudong New Area, Shanghai, PRC. We have established a place of business in Hong Kong at 19/F, Room 1912, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong and was registered with the Registrar of Companies in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on September 16, 2025. Ms. Shum Kit Han ( Ҋᆎ㛮), our joint company secretary, is the authorized representative of our Company for the acceptance of service of process and notices on behalf of our Company in Hong Kong under Part 16 of the Companies Ordinance. The address for service of process on our Company in Hong Kong is the same as its principal place of business in Hong Kong as set out above. As our Company was established in the PRC, we are subject to the relevant laws and regulations of the PRC. An overview of the relevant aspects of laws and regulations of the PRC is set out in the section headed “Regulatory Overview” in this prospectus. A summary of our Articles of Association is set out in Appendix III to this prospectus. B. Changes in the Share Capital of our Company Save as disclosed above, there has been no alteration in the share capital within two years immediately preceding the date of this prospectus. (1) On October 23, 2024, our then Shareholders, being our promoters, passed resolutions approving, among others, the conversion of our Company into a joint stock company with limited liability under the laws of the PRC. In accordance with an audit report of our Company issued by an independent accountant, as of July 31, 2024, the audited net asset value of our Company was RMB546,535,708.20, among which, RMB15,811,430 was converted into 15,811,430 Shares with a nominal value of RMB1.00 each and the remaining RMB530,724,278.20 was converted into capital reserve. (2) On November 11, 2024, the registered capital of our Company from RMB15,811,430 to RMB16,147,367 and further increased to RMB16,281,741 on July 30, 2025. (3) On August 29, 2025, our Company subdivided its Shares from one Share of RMB1.00 each into 20 Shares of RMB0.05 each. Accordingly, our total issued Shares increased to 325,634,820 Shares with our registered share capital remained unchanged. For details of changes in our share capital since the date of our establishment, please see “History, Development and Corporate Structure”. Immediately following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, our registered share capital will be increased to RMB18,952,091, divided into 379,041,820 H Shares. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 1– --- page 370 --- C. Resolutions Passed by Our Shareholders’ General Meeting in relation to the Global Offering At the extraordinary general meeting of the Shareholders held on August 28, 2025, the following resolutions, among others, were duly passed: (1) the sub-division of the Shares with nominal value of RMB1.00 each on the basis of one to twenty (20) with nominal value of RMB0.05 each, effective immediately upon approval at the shareholders’ meeting; (2) the number of H Shares to be issued pursuant to the Global Offering shall be no more than 25% of the total issued share capital of our Company as enlarged by the Global Offering before the exercise of the Over-allotment Option and the number of H Shares to be issued pursuant to full exercise of the Over-allotment Option shall be no more than 15% of the initial number of Shares offered in the Global Offering; (3) subject to the filing with CSRC being completed, upon completion of the Global Offering and taking into account the Share Subdivision, 325,634,820 Unlisted Shares will be converted into H Shares on a one-for-one basis; (4) subject to the completion of the Global Offering, the conditional adoption of the Articles of Association, which shall become effective on the Listing Date and the authorization of the Board to amend the Articles of Association in accordance with relevant laws and regulations and upon the request from the Stock Exchange and relevant PRC regulatory authorities; and (5) our Board and/or its authorized person(s) have been authorized to handle all relevant matters relating to, among other things, the issue of H Shares and the Listing. D. Changes in Share Capital of our Subsidiaries The list of our subsidiaries is set out in Note 1 to the Accountants’ Report, the text of which is set out in Appendix I to this Prospectus. Save as disclosed below, there has been no alteration in the share capital of any of our subsidiaries within the two years preceding the date of this prospectus. (1) On March 12, 2025, the registered share capital of Shanghai SENASIC was increased from RMB5 million to RMB35 million, and further increased to RMB65 million on June 12, 2025. E. Restriction on Share Repurchases For details of the restrictions on share repurchases by our Company, see the section headed “Appendix III—Summary of Articles of Association” in this prospectus. F. Employee Incentive Schemes 2015 Employee Incentive Scheme The following is a summary of the principal terms of the 2015 Employee Incentive Scheme adopted in December 2015. The 2015 Employee Incentive Scheme is not subject to the provisions of Chapter 17 of the Listing Rules as no Shares will be granted under such scheme after the Listing. Purposes The purpose of the 2015 Employee Incentive Scheme is to promote the rapid and sustainable growth of our Company and to incentivize outstanding employees to enable them to share in the Company’s future success and value creation throughout our development journey. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 2– --- page 371 --- Eligibility and Grant Persons eligible to receive the restricted share units (the “RSUs”) under the 2015 Employee Incentive Scheme are core members of the management team and key employees of our Group who are currently employed. The specific list of grantees (the “Grantees”) and the relevant terms, including, among others, the subscription price, grant date and number of incentive shares, shall be determined by the chairman of our Company as authorized by the Board of Directors. Grantees shall remit the total subscription price to the shareholding platform within the period specified by our Company. Failure to do so within the designated timeframe shall be deemed a voluntary forfeiture of the incentive shares, and our Company shall have the right to reclaim such equity. Administration The Board of Directors shall be responsible for handling and implementing all matters related to this incentive plan. Within the scope of its authority, the Board may delegate part or all of the responsibilities pertaining to this plan to the chairman. The Chairman shall lead the implementation of this incentive plan within the scope of authority delegated by the Board of Directors and shall be responsible for handling matters related to its implementation. Rights and Restrictions The Grantees are entitled to all the rights attached to the RSUs upon the date of grant, including the economic interests of the RSUs as well as the rights to receive dividends and other economic benefits, except that such RSUs shall be subject to certain disposal restrictions during the service period as described below. Under this incentive scheme, the service period (the “Service Period”) for Grantees is either of the following: scenarios: (1) a period of 48 months from the grant date or three years from the date that our Company successfully completes its initial public offering and is listed on a domestic or foreign stock exchange, whichever is later; (2) a period of 24 months from the grant date; or (3) a service period determined by the chairman as authorized by the Board of Directors. Prior to the completion of the Service Period, Grantees shall not transfer their incentive equity, and shall not, without our Company’s prior written consent, use their incentive equity in any form as collateral or for any guarantee purposes. Any such pledge or guarantee made without our Company’s written consent shall be deemed invalid. After the completion of the Service Period, Grantees holding equity granted under the Service Period of Scenario (2) above shall, during the period from the date the incentive equity is acquired until three years after our Company’s initial public offering, not sell, pledge, transfer, or otherwise dispose of such equity without the consent of the managing partner of the partnership that holds the incentive equity. During the Service Period, if any of the following circumstances apply to a Grantee, he/she shall lose eligibility to receive incentive shares under this plan: (1) violation of applicable laws, administrative regulations, articles of association, internal policies, or the provisions of this plan and related documents; (2) being held criminally liable in accordance with the law due to criminal conduct; (3) being held or likely to be held civilly liable in a manner that threatens or adversely affects our interests or reputation; (4) disclosure of business or technical secrets or other unlawful or disciplinary acts that harm our interests or reputation, including serious negligence or misconduct; (5) engaging in, in any form, business activities that are the same as or similar to those of our Company or subsidiaries, or investing in companies engaged in such activities (excluding investments made through secondary markets); (6) participating in the operations of, or investing in, distributors or agents of our Company or subsidiaries in any form (excluding investments made through secondary markets); (7) committing serious personal integrity violations or using our interest for personal gain, such as off-the-books sales revenue or illegal benefits from suppliers; (8) receiving an annual individual performance evaluation result of ‘unsatisfactory’; (9) breaching non-compete agreements; (10) failing to comply with confidentiality obligations stipulated in this plan; and (11) any other circumstances determined by our Company to have caused significant negative impact. Our Company shall have the right to designate an entity to repurchase the incentive equity held by such Grantee at the repurchase price equivalent to the relevant subscription price of such incentive equity. The Grantees shall also remain to be liable for any loss and damage caused to our Company. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 3– --- page 372 --- During the Service Period, if any of the following circumstances apply to a Grantee, our Company shall have the right to designate an entity to repurchase the incentive equity held by such Grantee at the repurchase price equivalent to the relevant subscription price of such incentive equity plus relevant accrued interests: (1) loss of labor capacity or civil conduct capacity, or death, not arising from the performance of duties; (2) termination of employment due to company downsizing, voluntary resignation, or mutual agreement between the employee and our Company to terminate or dissolve the employment/engagement contract; and (3) expiration of the employment/engagement contract without renewal. If the above mentioned occur, our Company will negotiate with the Grantees on whether to repurchase and specific arrangement based on the situation. Expenses, Dispute Resolution, Amendments and Termination Any taxes and fees arising from this equity incentive, as well as the operational and management fees of the shareholding platform, shall be borne by the Grantees in accordance with applicable laws and regulations. Amendments and termination of this incentive plan shall be approved by the shareholders of our Company. In the event of any dispute between our Company and a Grantee, such dispute shall be resolved in accordance with the provisions of this incentive plan and the related incentive agreement, or through mediation by the Board of Directors. If the dispute or conflict is not resolved through the aforementioned means within sixty (60) days from the date of its occurrence, either party may file a lawsuit with the court in our Company’s jurisdiction. Number of the RSUs The aggregate maximum number of Shares pursuant to the 2015 Employee Incentive Scheme is 54,470,220 Shares, which are issued and held by Shanghai Ruixinchuang and Shanghai Chuangyingrui, our ESOP platforms. As of the Latest Practicable Date, all the RSUs under this incentive plan has been fully granted, which was 54,470,220 Shares representing 14.37% of the total issued share capital of our Company immediately upon completion of the Global Offering, without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme. Particulars of the RSUs issued to the Grantees are set forth below: Name of Grantees Position held with our Group Number of Shares underlying the RSUs Approximate shareholding percentage (1) Directors, Senior Management and Connected Persons Dr, Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chairman, executive Director and chief executive officer 12,114,680 3.20% Mr. Zhu Shouteng ( ϡςᙜ) /H1100/H1100/H1100/H1100Executive Director and president 9,802,980 2.59% Mr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Executive Director and vice president 665,880 0.18% Ms. Xu Hongru (ν) /H1100/H1100/H1100/H1100/H1100/H1100Executive Director 6,114,600 1.61% Ms. Xu Y alei ( ஢ඩᑜ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chief financial officer 2,537,960 0.67% Mr. Wen Li ( ๝ͭ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Supervisor of Shanghai SENASIC 4,717,560 1.24% Other Grantees Independent Third Parties /H1100/H1100/H1100/H1100/H1100/H110070 existing employees and one former employee of our Group 18,516,560 4.89% Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 54,470,220 14.37% (1) The percentage is for illustrative purpose only and is calculated based on the number of Shares in issue immediately following completion of the Global Offering without taking into account any Shares which may be allotted and issued pursuant to the exercise of the Over-allotment Option or the 2026 Pre-IPO Share Option Scheme. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 4– --- page 373 --- 2026 Pre-IPO Share Option Scheme The following is a summary of the principal terms of the 2026 Pre-IPO Share Option Scheme adopted in April 2026. This scheme is not subject to the provisions of Chapter 17 of the Listing Rules as no Shares will be granted under such scheme after the Listing. Purpose The scheme is established to further develop and enhance our Company’s long-term incentive mechanisms and to improve its remuneration and performance evaluation systems. The scheme is designed to attract and retain exceptional management personnel and key business talents. By aligning the interests of shareholders, our Company, and core employees, the scheme seeks to foster employee motivation and cohesion, promote a performance-oriented culture centered on value creation, and facilitate the achievement of our Company’s long-term strategic and operational objectives, thereby supporting its healthy, sustained, and rapid growth. Eligible Participants Eligibility for participation in the scheme is determined in accordance with applicable laws and regulations, and our Company’s Articles of Association, taking into consideration each individual’s position, performance, and contribution to our Company. The pool of eligible participants comprises members of our Company’s senior management, departmental heads, core technical and business personnel, and such other individuals as the Board may deem appropriate for incentive awards. Eligible participants must be employed by or otherwise provide services to our Company or its wholly-owned or controlled subsidiaries or branches under a valid employment or service contract. The scheme explicitly excludes individuals who are subject to regulatory sanctions, have committed material legal or regulatory violations, have breached non-competition undertakings, or are otherwise disqualified from serving as directors or senior management under applicable law. Administration The Board has been authorized by the shareholders to act as the administrator of the scheme and is responsible for its implementation. The Remuneration Committee, operating under the authority of the Board, is responsible for drafting and proposing amendments to the scheme for the Board’s consideration, after which the Board will submit the scheme for final approval by the shareholders. The Board is authorized to handle all matters relating to the administration of the scheme, including the grant, vesting, exercise, and cancellation of share options, within the mandate provided by the shareholders. The Board is authorized by the shareholders to adjust the number of options and the exercise price in accordance with the adjustment provisions of the scheme in response to corporate actions. Types of Awards and Scheme Limit The types of awards under the scheme are options. The maximum number of new Shares that may be issued under the scheme is 20,391,891 Unlisted Shares. During the period commencing on the grant date and ending upon the completion of the exercise of the options by the grantees, in the event that our Company effects any of the following corporate actions, including but not limited to a capitalization of capital reserve, a bonus issue of shares, a share subdivision or consolidation, a rights issue, or a dividend distribution, the exercise price and/or the number of share options granted under the scheme shall be subject to adjustment in accordance with the provisions set forth in the scheme. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 5– --- page 374 --- Grant of Options The scheme becomes effective on the date of its approval by the shareholders in a general meeting, which date also constitutes the grant date for the options. Following such approval, our Company will enter into a Share Option Award Agreement with each grantee, which will specify the number of options granted and the applicable vesting and exercise conditions. The Board is authorized to oversee the implementation of the grant process, verify the satisfaction of vesting conditions, and manage all related administrative and registration formalities. V esting Options granted under the scheme are subject to a vesting period, which commences on the date the relevant Award Agreement is signed and expires 13 months after the date of our Company’s initial public offering and listing. No options may be exercised during the vesting period. Upon the expiration of such 13-month period, all options granted under the scheme will become fully vested and exercisable in a single tranche, representing 100% of the award. Any exercise of options may only occur on a trading day. Exercise of Options The exercise price for the options is RMB10.15 per share. The specific conditions for exercise, which will be set forth in the individual Share Option Award Agreements, will generally require the satisfaction of both Company-level performance targets and individual performance assessments. If our Company effect any capital adjustments prior to exercise, such as a conversion of capital reserve into share capital, a bonus issue of shares, or a dividend distribution, the number of options and the exercise price will be adjusted in accordance with the formulas stipulated in the scheme. Grantees who are directors or senior management of our Company will be subject to statutory lock-up restrictions on the transfer of shares acquired upon exercise, as required by applicable laws and the listing rules. Rights and Obligations of Grantees Grantees have the right, subject to the satisfaction of all applicable conditions, to subscribe for newly issued shares of our Company at the prescribed exercise price. Options granted under the scheme are non-transferable, may not be pledged as security, and may not be used to satisfy any debts prior to exercise. Grantees must fund the exercise price and any associated tax liabilities from their own resources, and our Company is prohibited from providing any form of financial assistance. Grantees are obligated to perform their duties with diligence and good faith and are responsible for any individual income tax arising from their participation in the scheme. In the event that a grantee realizes gains due to a material misstatement or omission in our Company’s information disclosure, the grantee shall be required to return all such gains to our Company. If an individual cease to meet the eligibility criteria for the scheme, their rights under the scheme will lapse without any claim for compensation against our Company. If a grantee’s employment is terminated for cause, including due to serious misconduct, violation of company policies, or criminal liability, all unvested options will be forfeited immediately and any vested but unexercised options will be cancelled without right of exercise. If a grantee voluntarily resigns or the employment relationship ceases due to the non-renewal of a contract, unvested options will be forfeited, while vested but unexercised options must be exercised within three months following the date of such cessation. In the case of involuntary termination without cause (excluding circumstances involving misconduct or incompetence), retirement, permanent disability, or death, unvested options will be forfeited, but any vested but unexercised options may be exercised by the grantee or, in the case of death, by the grantee’s legal successors within three months following the relevant event. Options that remain unexercised after the applicable exercise period will be cancelled in accordance with the terms of the scheme. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 6– --- page 375 --- Amendment and Termination The scheme has a maximum term of ten years commencing from the grant date. If our Company’s shares are not listed on the Main Board of The Stock Exchange within 36 months of the date of shareholder approval of the scheme, the scheme will automatically terminate, and all outstanding options granted thereunder will be cancelled. Outstanding Options All the Options with entitlement to subscription of a total of 20,391,891 new Unlisted Shares under the 2026 Pre-IPO Share Option Scheme has been fully granted as of the Latest Practicable Date. Assuming all the Options granted under this scheme are exercised in full, the shareholding of our Shareholders immediately following the completion of the Global Offering (assuming the Over-allotment Option is not exercised) would be diluted to approximately 94.87% of the total enlarged share capital. See the Accountants’ Report in Appendix I to this prospectus for details of the dilution effect of the Options on the earnings per share. Particulars of the Options granted under the 2026 Pre-IPO Share Option Scheme are set forth below: Name of Grantees Title Address Number of Shares underlying the outstanding Options Date of grant Exercise price per Share Vesting Period Exercise period Approximately % of issued share capital immediately upon completion of the Global Offering (1) (RMB) Dr. Li /H1100/H1100/H1100/H1100Chairman of the Board, executive Director and chief executive officer No. 27, Jiangdong Road, Zhangjiang Town, Pudong New Area, Shanghai, PRC 13,458,647 April 25, 2026 10.15 100% vested after the expiry of 13 months after the Listing Date. Ten years after expiry of the vesting period 3.48% Mr. Zhu Shouteng /H1100/H1100 Executive Director and president No. 101, No. 53 Lane 1010, Mingzhong Road, Songjiang District, Shanghai, PRC 3,262,703 April 25, 2026 10.15 0.84% Ms. Xu Y alei /H1100Chief financial officer and joint company secretary Room 102, No. 72, Runan Street, Huangpu District, Shanghai, PRC 3,058,784 April 25, 2026 10.15 0.79% Mr. Li /H1100/H1100/H1100/H1100Executive Director and vice president Room 708, No. 5, Lane 573, Dongfang Road, Pudong New Area, Shanghai, PRC 611,757 April 25, 2026 10.15 0.16% Total /H1100/H1100/H1100/H1100/H1100/ / 20,391,891 / / / / 5.27% (1) The relevant percentage is calculated assuming full exercise of the Over-allotment Option and without taking into account any Shares that may be issued under the 2026 Pre-IPO Share Option Scheme. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 7– --- page 376 --- 2. FURTHER INFORMATION ABOUT OUR BUSINESS A. Summary of Our Material Contracts We have entered into the following contracts (not being contracts entered into in the ordinary course of business) within the two years immediately preceding the date of this prospectus that are or may be material: (1) the Hong Kong Underwriting Agreement; (2) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, Sunwoda Treasury (Hong Kong) Limited, China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to which Sunwoda Treasury (Hong Kong) Limited agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of HK$40.0 million (including brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with the terms of the cornerstone investment agreement; (3) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, Longwei Hong Kong Company Limited, China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to which Longwei Hong Kong Company Limited agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of the equivalent of USD3.0 million in Hong Kong dollars (calculated using the Hong Kong dollar:USD closing exchange rate as disclosed in this prospectus) (excluding brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with the terms of the cornerstone investment agreement; (4) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, Oakwise Growth Fund SPC - Greater China Fund SP , China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to which Oakwise Growth Fund SPC - Greater China Fund SP agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of HK$73.58 million (excluding brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with the terms of the cornerstone investment agreement; (5) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, Tembusu Limited, China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to which Tembusu Limited agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of the equivalent of USD2.0 million in Hong Kong dollars (calculated using the Hong Kong:USD dollar closing exchange rate as disclosed in this prospectus)) (excluding brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with the terms of the cornerstone investment agreement; APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 8– --- page 377 --- (6) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, Andrew Y Y an, China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to which Andrew Y Y an agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of the equivalent of USD2.0 million in Hong Kong dollars (calculated using the Hong Kong:USD dollar closing exchange rate as disclosed in this prospectus) (excluding brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with the terms of the cornerstone investment agreement; (7) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, RIME Capital Limited, China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to which RIME Capital Limited agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of the equivalent of USD2.0 million in Hong Kong dollars (calculated using the Hong Kong:USD dollar closing exchange rate as disclosed in this prospectus) (excluding brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in respect of the Offer Shares to be subscribed for by it) for and on behalf of Sino Opulence Multi-V alue Strategy Fund SPC-Stable Growth Fund SP in accordance with the terms of the cornerstone investment agreement; (8) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, Thalassa Capital Dynamics SPC (acting for and on behalf of Thalassa Horizon SP), China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to which Thalassa Capital Dynamics SPC (acting for and on behalf of Thalassa Horizon SP) agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of HK$49.30 million (excluding brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with the terms of the cornerstone investment agreement; (9) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, Chample International Limited, China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to which Chample International Limited agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of HK$30.0 million (excluding brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with the terms of the cornerstone investment agreement; and (10) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, Libra Stable V alue and Fixed Income Segregated Portfolio Company acting for and on behalf of Libra Fixed Income One SP , China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to which Libra Stable V alue and Fixed Income Segregated Portfolio Company acting for and on behalf of Libra Fixed Income One SP agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of HK$20.0 million (excluding brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with the terms of the cornerstone investment agreement. B. Our Intellectual Property Rights As of the Latest Practicable Date, our Company had registered, or has applied for the registration of the following intellectual property rights which were material to our Group’s business. APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 9– --- page 378 --- Trademarks As of the Latest Practicable Date, we had registered the following trademarks which we considered to be material to our business: No. Trademark Class Owner Place of Registration Registration No. Validity Period 1. 42 Our Company The PRC 40879145 From April 21, 2020 to April 20, 2030 2. 35 Our Company The PRC 40873601 From April 21, 2020 to April 20, 2030 3. 9 Our Company The PRC 43911990 From October 14, 2021 to October 13, 2031 4. 9 Our Company The PRC 40892976A From May 28, 2020 to May 27, 2030 5. 9 Our Company The PRC 37798739 From December 21, 2019 to December 20, 2029 6. 9 Our Company The PRC 38229558 From September 7, 2020 to September 6, 2030 7. 35 Our Company The PRC 38236374 From April 14, 2020 to April 13, 2030 8. 42 Our Company The PRC 38236370 From March 21, 2020 to March 20, 2030 9. 9 Our Company The PRC 38243154 From February 14, 2021 to February 13, 2031 10. 9 Our Company The PRC 23301507 From March 14, 2018 to March 13, 2028 11. 42 Our Company The PRC 38233150 From March 14, 2020 to March 13, 2030 12. 35 Our Company The PRC 38223625 From February 7, 2020 to February 6, 2030 13. 9 Our Company The PRC 66718305 From March 7, 2024 to March 6, 2034 14. 35 Our Company The PRC 66702108 From July 14, 2024 to July 13, 2034 15. 9 Our Company Hong Kong 307000000 From August 18, 2025 to August 17, 2035 APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-10 – --- page 379 --- Patents As of the Latest Practicable Date, we had registered the following patents which we considered to be material to our business: No. Owner Description Patent No. Types of Patents Application Date 1. Our Company Wireless Communication System and Its Signal Transceiving Device ( ೌᇞ ໮ϗ೯ༀ ໄ) 2022106717934 Invention June 1, 2022 2. Our Company Data Packet Synchronization Circuit and Method ( ᅰኽ ج) 2019102118320 Invention March 20, 2019 3. Our Company Tire Pressure Detection Signal Receiving Circuit, System, and Method (Ꮐ ໮ટϗཥ༩eӻ୕ʿ ج) 202111359397X Invention November 17, 2021 4. Our Company Mismatch Calibration Circuit, Method, System, and RF System (๟ཥ༩e˙ ᎖ӻ୕) 2020108254571 Invention August 17, 2020 5. Our Company Alarm Integrated Circuit, Alarm System, and Alarm Method ( జᙆණϓཥ༩eజ ج) 2022102564696 Invention March 16, 2022 6. Our Company Sensor Diagnostic Device and Sensor Detection Circuit (ෂชኜൢᓙༀໄձෂชኜ Ꮸ಻ཥ༩) 202110127511X Invention January 29, 2021 7. Our Company V oltage Correction Method, Device, and Electronic Equipment (˙ eༀໄʿཥɿண௪) 2022101240609 Invention February 10, 2022 8. Our Company Bluetooth Receiving Device and Bluetooth Communication Method and Electronic Equipment (ڦ ʿཥɿண௪) 202010194668X Invention March 18, 2020 9. Our Company Automatic Mismatch Calibration Circuit, Method, and RF Receiver (ج ᎖ટϗዚ) 2020107991640 Invention August 11, 2020 10. Our Company Chip Testing Device and Functional Board (˪Ꮸ ̔) 2021116659663 Invention December 30, 2021 APPENDIX IV STATUTORY AND GENERAL INFORMATION –I V - 1 1– --- page 380 --- No. Owner Description Patent No. Types of Patents Application Date 11. Our Company Low-Power Power Supply Circuit ( Э̌ঃԶཥཥ༩) 202211140623X Invention September 20, 2022 12. Our Company Data Transceiving System, Data Receiving Device, and Its Control Method ( ᅰ ኽϗ೯ӻ୕eᅰኽટϗண௪ ج) 2022101560607 Invention February 21, 2022 13. Our Company In-V ehicle Alarm System, In-V ehicle Alarm Method, and Computer Device ( ԓ ج ၑዚண௪) 2020107498422 Invention July 30, 2020 14. Our Company FLASH Abnormal Power-Off Protection Circuit, Device, and Method (FLASH ମ੬ ᚐཥ༩eༀໄʿ˙ ج) 2021107692003 Invention July 7, 2021 15. Our Company Low-Frequency Decoding Integrated Circuit and TPMS Control System ( Э ᎖༆ᇁණϓཥ༩ʿTPMS છ Փӻ୕) 2022101236923 Invention February 10, 2022 16. Our Company Bluetooth Module, Event Control Method for Bluetooth Module, and Electronic Equipment ( ᔝ˫ ԫ΁છՓ ʿཥɿண௪) 2020103953387 Invention May 11, 2020 17. Our Company Signal Detection Circuit and Tire Pressure Monitoring System (ߣ Ꮐ္಻ӻ୕) 2022109825131 Invention August 16, 2022 18. Our Company Bandgap Reference Circuit (੭ქਿ๟ཥ༩) 2022106157364 Invention June 1, 2022 19. Our Company Automotive Motion State Monitoring Integrated Circuit Without an Accelerometer ( ɓ၇ೌც̋ ࿒ ္಻ණϓཥ༩) 2016210044848 Invention August 31, 2016 20. Our Company Binary Floating-Point Multiplication Circuit, Its Control Method, and Computing Device ( ɚආՓ ༶ၑཥ༩ʿՉછ ၑༀໄ) 2021110117134 Invention August 31, 2021 APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-12 – --- page 381 --- Domain Names As of the Latest Practicable Date, we had registered the following domain name which we considered to be material to our business: No. Domain Name Registered owner Place of registration 1. senasic.com Our Company PRC Software Copyrights As of the Latest Practicable Date, we had registered the following software copyrights which we considered to be material to our business: No. Software Name Version Owner Registration No. Date of Registration 1. Universal Sensor Conditioning Chip Debugging Software (USI_Debug_Tool) ( ஷ͜ෂชኜሜଣ ˪ሜ༊ழ΁ (USI_Debug_Tool)) V1.0 Our Company 2024SR1901208 November 26, 2024 2. Senasic Oxygen Sensor Calibration Software V1.0 Our Company 2021SR1131600 July 30, 2021 3. Senasic BLE Tool Software V1.0 Our Company 2020SR0418703 May 8, 2020 3. FURTHER INFORMATION ABOUT OUR DIRECTORS A. Particulars of Directors’ Contracts Each of our Directors has entered into a service contract with our Company. Each service contract is for an initial term equivalent to the term of service of such Director. The service contracts may be renewed in accordance with the Articles and the applicable laws, rules and regulations. Save as disclosed above, none of the Directors has or is proposed to enter into a service contract with any member of our Group, other than contracts expiring or determinable by the relevant employer within one year without the payment of compensation (other than statutory compensation). B. Remuneration of Directors See “Directors and Senior Management” and Note 8 to the Accountants’ Report in Appendix I to this prospectus for the remuneration or benefits in kind paid to our Directors during the Track Record Period. During the Track Record Period, no fees were paid by our Group to any of the Directors or the five highest paid individuals as an inducement to join us or as compensation for loss of office. 4. DISCLOSURE OF INTERESTS A. Disclosure of Interests of Directors Save as disclosed below, immediately following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares (without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme), none of our Directors has any interest and/or short position in the Shares, underlying Shares and debentures of our APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-13 – --- page 382 --- Company or our associated corporations (within the meaning of Part XV of the SFO) which will be required to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest or short position which they were taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules to be notified to our Company, once the H Shares are listed on the Stock Exchange. As of the Latest Practicable Date Immediately following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares (without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme) Name of Director Our Company/ associated corporation Capacity/nature of interest Number of Unlisted Shares Approximate percentage of shareholding in the total issued share capital of our Company Number of Shares Description of Shares Approximate percentage of shareholding in the total issued share capital of our Company Mr. Li Mengxiong(ҽྫྷඪ) /H1100/H1100/H1100/H1100/H1100/H1100Our Company Beneficial owner (1) 34,130,460 10.48% 34,130,460 H Shares 9.00% Interest in controlled corporation (1)(2) 57,301,400 17.60% 57,301,400 H Shares 15.12% Interest held jointly with another person (1)(2) 13,586,460 4.17% 13,586,460 H Shares 3.58% Beneficial owner (3) 13,458,647 4.13% 13,458,647 Unlisted Shares 3.55% Mr. Li Shuguang (ҽᏣΈ) /H1100/H1100/H1100/H1100/H1100/H1100 Our Company Beneficial owner (1) 13,586,460 4.17% 13,586,460 H Shares 3.58% Interest held jointly with another person (1)(2) 91,431,860 28.08% 91,431,860 H Shares 24.12% Beneficial owner (3) 611,757 0.19% 611,757 Unlisted Shares 0.16% Mr. Zhu Shouteng (ϡςᙜ) /H1100/H1100/H1100/H1100/H1100/H1100 Our Company Interest in controlled corporation (1)(2) 29,631,720 9.10% 29,631,720 H Shares 7.82% Beneficial owner (3) 3,262,703 1.00% 3,262,703 Unlisted Shares 0.86% Ms. Xu Hongru (ߎࢱ ν)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Our Company Interest in controlled corporation (1)(2) 24,838,700 7.63% 24,838,700 H Shares 6.55% (1) See “Substantial Shareholders” for details. (2) These interests include the Shares beneficially owned by them under the Employee Incentive Schemes. See “—1. Further Information about Our Company—F. Employee Incentive Schemes” for details. (3) Represents the relevant personnel’s entitlement to receive up to such number of Shares pursuant to the exercise of options granted to him under the 2026 Pre-IPO Share Option Scheme, subject to the conditions (including vesting conditions) of those options. Up to the Latest Practicable Date, none of the Directors or their respective spouses and children under 18 years of age had been granted by our Company or had exercised any rights to subscribe for shares or debentures of our Company or any of its associated corporations. B. Substantial Shareholders Save as disclosed in the section headed “Substantial Shareholders” in this prospectus, our Directors or chief executive are not aware of any other person, not being a Director or chief executive of our Company, who has an interest or short position in the Shares and underlying Shares of our Company, which following the completion of the Global Offering and the Conversion of Unlisted Shares into H APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-14 – --- page 383 --- Shares, would fall to be disclosed to our Company under the provisions of Divisions 2 an 3 of Part XV of the SFO, or who is, directly or indirectly, interested in 10% or more of the issued voting Shares of our Company or any member of our Group. C. Disclaimers (1) None of our Directors has any direct or indirect interest in the promotion of our Company, or in any assets which have within the two years immediately preceding the date of this prospectus been acquired or disposed of by or leased to any member of our Group, or are proposed to be acquired or disposed of by or leased to any member of our Group; (2) None of our Directors is materially interested in any contract or arrangement subsisting at the date of this prospectus which is significant in relation to the business of our Group taken as a whole; and (3) So far as is known to our Directors, none of our Directors, their respective close associates (as defined under the Listing Rules) or Shareholders of our Company who are interested in more than 5% of the issued share capital of our Company has any interests in the five largest customers or the five largest suppliers of our Group. 5. OTHER INFORMATION A. Estate Duty Our Directors have been advised that no material liability for estate duty under the PRC laws is likely to fall on our Company or its subsidiaries. B. Litigation As of the Latest Practicable Date, no member of our Group was engaged in any outstanding material litigation or arbitration which may have material and adverse effect on the Global Offering and, so far as our Directors are aware, no litigation or claim of material importance is pending or threatened by or against any member of our Group. C. Joint Sponsors The Joint Sponsors have made an application on our behalf to the Listing Committee for the listing of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering and the conversion of the Unlisted Shares into H Shares as well as the Shares to be issued pursuant to the Pre-IPO Share Option Scheme. The Joint Sponsors satisfy the independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing Rules. The Joint Sponsors will be paid by our Company a total fee of HK$6.5 million to act as the sponsors in connection with the Listing. D. Compliance Advisor Our Company has appointed Maxa Capital Limited as the compliance advisor upon the Listing in compliance with Rule 3A.19 of the Listing Rules. E. Preliminary Expenses We have not incurred any material preliminary expenses. APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-15 – --- page 384 --- F. Promoters See “History, Development and Corporate Structure—Major Shareholding Changes Of Our Company During The Track Record Period—Conversion into A Joint Stock Company” for details of our promoters. Within the two years immediately preceding the date of this prospectus, no cash, securities or other benefit has been paid, allotted or given nor is any proposed to be paid, allotted or given to any promoters in connection with the Global Offering and the related transactions described in this prospectus. G. Qualification of Experts The qualifications of the experts, as defined under the Listing Rules, who have given opinions in this prospectus, are as follows: Name Qualification China International Capital Corporation Hong Kong Securities Limited A licensed corporation to conduct type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 5 (advising on futures contracts) and type 6 (advising on corporate finance) regulated activities under the SFO Guotai Junan Capital Limited A licensed corporation under the SFO for type 6 (advising on corporate finance) of the regulated activities as defined under the SFO KPMG Certified Public Accountants Public Interest Entity Auditor registered in accordance with the Accounting and Financial Reporting Council Ordinance King & Wood PRC Legal Advisor Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. Independent industry consultant DLA Piper Singapore Pte. Ltd. Legal advisor as to international sanction law H. Consents of Experts Each of the experts named in “5. Other Information—G. Qualification of Experts” above has given and has not withdrawn its written consent to the issue of this prospectus with the inclusion of its report and/or letter and/or opinion and/or the references to its name included herein in the form and context in which it is respectively included. As of the Latest Practicable Date, none of the experts named above had any shareholding interests in any member of our Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe. I. Taxation of Holders of H Shares The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty if such sale, purchase and transfer is effected on the H Share register of members of our Company, including in APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-16 – --- page 385 --- circumstances where such transaction is effect on the Stock Exchange. For further information in relation to taxation, see “Regulation Overview.” J. No Material and Adverse Change Our Directors confirm that there has been no material and adverse change in the financial or trading position of our Group since June 30, 2025 (being the latest balance sheet date of our consolidated financial statements as set out in the Accountants’s Report). K. Binding Effect This prospectus shall have the effect, if an application is made in pursuant hereof, of rendering all persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and 44B of the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable. L. Related Party Transactions Our Group entered into certain related party transactions within the two years immediately preceding the date of this prospectus as mentioned in Note 31 to the Accountants’ Report in Appendix I to this prospectus. M. Miscellaneous (1) Within the two years immediately preceding the date of this prospectus: (i) save as disclosed in the section headed “History, Development and Corporate Structure”, no share or loan capital of our Group has been issued or agreed to be issued or is proposed to be fully or partly paid either for cash or a consideration other than cash; (ii) no share or loan capital of our Group is under option or is agreed conditionally or unconditionally to be put under option; (iii) save as disclosed in the section headed “Underwriting,” no commissions, discounts, brokerages or other special terms have been granted or agreed to be granted in connection with the issue or sale of any share of our Group; and (iv) save as disclosed in the section headed “Underwriting,” no commission has been paid or is payable for subscription, agreeing to subscribe, procuring subscription or agreeing to procure subscription for any share in or debentures of our Company. (2) There are no founder, management or deferred shares or any debentures in our Group. (3) There has not been any interruption in the business of our Group which may have or has had a significant effect on the financial position of our Group in the 12 months preceding the date of this prospectus. (4) Our Company has no outstanding convertible debt securities or debentures. (5) There is no arrangement under which future dividends are waived or agreed to be waived. (6) Save as disclosed in the section headed “History, Development and Corporate Structure,” none of our equity and debt securities is listed or dealt with in any other stock exchange nor is any listing or permission to deal being or proposed to be sought. APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-17 – --- page 386 --- (7) All necessary arrangements have been made to enable the H shares to be admitted into CCASS for clearing and settlement. (8) No company within our Group is presently listed on any stock exchange or traded on any trading system. O. Bilingual Prospectus The English language and Chinese language versions of this prospectus are being published separately, in reliance upon the exemption provided by section 4 of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong). APPENDIX IV STATUTORY AND GENERAL INFORMATION – IV-18 – --- page 387 --- 1. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG The documents attached to the copy of this prospectus delivered to the Registrar of Companies in Hong Kong for registration were: (1) a copy of each of the material contracts referred to in “2. Further Information about Our Business—A. Summary of Our Material Contracts” in Appendix IV to this prospectus; and (2) the written consents referred to in “5. Other information—H. Consents of Experts” in Appendix IV to this prospectus. 2. DOCUMENTS A V AILABLE ON DISPLAY Copies of the following documents will be available on display on the websites of our Company at www.senasic.com and on the website of the Stock Exchange at www.hkexnews.hk up to and including the date which is 14 days from the date of this prospectus: (1) the Articles of Association; (2) the Accountants’ Report from KPMG, the text of which is set out in Appendix I to this prospectus; (3) the audited consolidated financial statements of our Group for the years ended December 31, 2023, 2024 and 2025; (4) the report from KPMG relating to the unaudited pro forma financial information, the text of which is set out in Appendix II to this prospectus; (5) the material contracts referred to in “2. Further Information about Our Business—A. Summary of Our Material Contracts” in Appendix IV to this prospectus; (6) the written consents referred to in “5. Other Information—H. Consents of Experts” in Appendix IV to this prospectus; (7) the service contracts referred to in “3. Further Information about Our Directors—A. Particulars of Directors’ Contracts” in Appendix IV to this prospectus; (8) the legal opinions issued by King & Wood, our PRC Legal Advisor, in respect of certain general corporate matters and our Group’s business operations in the PRC; (9) the Employee Incentive Schemes; (10) the industry report issued by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.; (11) the memorandum issued by DLA Piper Singapore Pte. Ltd. as to international sanction law; and (12) a copy of the following PRC laws, together with unofficial English translations: (i) the PRC Company Law; (ii) the PRC Securities Law; and (iii) the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies. APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY –V - 1– --- page 388 --- 琻捷電子科技 ( 江蘇 ) 股份有限公司 SENASIC Electronics Technology Co., Ltd.