Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Shanghai Zhida Technology Development Co., Ltd. Share Issue/Capital Change 2025

Sep 30, 2025

50733_rns_2025-09-29_d5c6981d-e542-4ae8-93b3-92653ddcf887.pdf

Share Issue/Capital Change

Open in viewer

Opens in your device viewer

img-0.jpeg

上海摯達科技發展股份有限公司
Shanghai Zhida Technology Development Co., Ltd.

(A joint stock company incorporated in the People's Republic of China with limited liability)
Stock Code: 2650

GLOBAL
OFFERING

Sole Sponsor, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager

珈馨沱澗香港
SWHYHK


IMPORTANT

IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should obtain professional independent advice.

img-1.jpeg

Shanghai Zhida Technology Development Co., Ltd.

上海鼕達科技發展股份有限公司

(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 : 5,978,900 H Shares (subject to the Over-allotment Option)

Number of Hong Kong Offer Shares : 597,900 H Shares (subject to reallocation)

Number of International Offer Shares : 5,381,000 H Shares (subject to reallocation and the Over-allotment Option)

Maximum Offer Price : HK$83.63 per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565% (payable in full on application in Hong Kong dollars and subject to refund)

Nominal value : RMB1.00 per Share

Stock code : 2650

Sole Sponsor, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager

img-2.jpeg

Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

img-3.jpeg

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever 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 in Hong Kong and Available on Display" in Appendix V, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission 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 is expected to be determined by agreement between the Overall Coordinators (for themselves and on behalf of the Underwriters) and the Company on the Price Determination Date. The Price Determination Date is expected to be on or before Wednesday, October 8, 2025 (Hong Kong time) and, in any event, not later than 12:00 noon on Wednesday, October 8, 2025 (Hong Kong time). The Offer Price will not be more than HK$83.63 per Offer Share and is currently expected to be not less than HK$66.92 per Offer Share. If, for any reason, the Offer Price is not agreed by 12:00 noon on Wednesday, October 8, 2025 (Hong Kong time) between the Overall Coordinators (for themselves and on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse.

The Overall Coordinators (on behalf of the Underwriters) may, with the consent of our Company, reduce the number of Hong Kong Offer Shares and/or the indicative Offer Price range below that stated in this Prospectus (which is HK$66.92 to HK$83.63 per Offer Share) at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such case, an announcement will be published on the websites of the Stock Exchange at www.hkexnews.hk and on the website of our Company at www.shzhida.com, and the offer will be cancelled and retouched at the revised number of Offer Shares and/or the revised Offer Price range and with the requirements under Rule 11.13 of the Listing Rules (which include the issue of a supplemental or a new prospectus (as appropriate)), as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Further details are set out in the section headed "Structure of the Global Offering" and "How to Apply for Hong Kong Offer Shares".

The obligations of the Hong Kong Underwriters (under the Hong Kong Underwriting Agreement) are subject to termination by the Sole Sponsor and the Overall Coordinators (on behalf of the Underwriters) if certain events occur prior to 8:00 a.m. on the Listing Date. Please refer to the section headed "Underwriting".

The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S), except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares may be offered, sold or delivered only outside the United States in offshore transactions in reliance on Regulation S.

ATTENTION

We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this Prospectus to the public in relation to the Hong Kong Public Offering.

This Prospectus is available at the websites of the Stock Exchange (www.hkexnews.hk) and our Company (www.shzhida.com). If you require a printed copy of this Prospectus, you may download and print from the website addresses above.

September 30, 2025


IMPORTANT

IMPORTANT NOTICE TO INVESTORS:

FULLY ELECTRONIC APPLICATION PROCESS

We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this Prospectus to the public in relation to the Hong Kong Public Offering.

This Prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information” section, and our website at www.shzhida.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 White Form eIPO service at www.eipo.com.hk; or
(2) apply through the HKSCC EIPO channel by instructing your broker or custodian who is a HKSCC Participant to apply on your behalf through HKSCC’s FINI system.

We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of this Prospectus are identical to the printed Prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

If you are an intermediary, broker or agent, please remind your customers, clients or principals, as applicable, that this Prospectus is available online at the website addresses above.

Please refer to “How to Apply for Hong Kong Offer Shares” for further details on the procedures through which you can apply for the Hong Kong Offer Shares electronically.


IMPORTANT

Your application through the White Form eIPO service or the HKSCC EIPO channel must be for a minimum of 50 Hong Kong Offer Shares and in one of the numbers set out in the table.

If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the number of Shares you have selected. You must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares.

If you are applying through the HKSCC EIPO channel, your broker or custodian may require you to pre-fund your application in such amount as determined by the broker or custodian, based on the applicable laws and regulations in Hong Kong. You are responsible for complying with any such pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer Shares you applied for.

Shanghai Zhida Technology Development Co., Ltd.
(HK$83.63 per Hong Kong Offer Share)
NUMBER OF HONG KONG OFFER SHARES THAT MAY BE
APPLIED FOR AND PAYMENTS

No. of Hong Kong Offer Shares applied for Amount payable(2) on application No. of Hong Kong Offer Shares applied for Amount payable(2) on application No. of Hong Kong Offer Shares applied for Amount payable(2) on application No. of Hong Kong Offer Shares applied for Amount payable(2) on application
HK$ HK$ HK$ HK$
50 4,223.68 700 59,131.39 5,000 422,367.05 40,000 3,378,936.34
100 8,447.34 800 67,578.73 6,000 506,840.45 45,000 3,801,303.39
150 12,671.02 900 76,026.06 7,000 591,313.87 50,000 4,223,670.42
200 16,894.69 1,000 84,473.42 8,000 675,787.26 60,000 5,068,404.52
250 21,118.35 1,500 126,710.12 9,000 760,260.68 70,000 5,913,138.60
300 25,342.03 2,000 168,946.82 10,000 844,734.08 80,000 6,757,872.69
350 29,565.69 2,500 211,183.52 15,000 1,267,101.13 90,000 7,602,606.77
400 33,789.36 3,000 253,420.23 20,000 1,689,468.17 100,000 8,447,340.85
450 38,013.05 3,500 295,656.93 25,000 2,111,835.22 150,000 12,671,011.28
500 42,236.70 4,000 337,893.63 30,000 2,534,202.25 200,000 16,894,681.71
600 50,684.05 4,500 380,130.33 35,000 2,956,569.30 298,950(1) 25,253,325.49

Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of SFC transaction levy and in the case of AFRC transaction levy, collected by the Stock Exchange on behalf of the SFC and the AFRC respectively).

No application for any other number of the Hong Kong Offer Shares will be considered and any such application is liable to be rejected.


EXPECTED TIMETABLE

If there is any change in the following expected timetable⁽¹⁾ of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published on our Company's website at www.shzhida.com and the website of the Stock Exchange at www.hkexnews.hk.

Hong Kong Public Offering commences 9:00 a.m. on Tuesday, September 30, 2025

Latest time for completing electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk 11:30 a.m. on Monday, October 6, 2025

Application lists open⁽³⁾ 11:45 a.m. on Monday, October 6, 2025

Latest time for completing payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) and giving electronic application instructions to HKSCC⁽⁴⁾ 12:00 noon on Monday, October 6, 2025

If you are instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via FINI in accordance with your instruction to apply for the Hong Kong Offer Shares, 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 Monday, October 6, 2025

Expected Price Determination Date⁽⁵⁾ by 12:00 noon on Wednesday, October 8, 2025

Announcement of the final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares to be published on the website of the Stock Exchange at www.hkexnews.hk and on the website of our Company at www.shzhida.com⁽⁶⁾ no later than 11:00 p.m. on Thursday, October 9, 2025


EXPECTED TIMETABLE

The results of allocations in the Hong Kong Public Offering (with successful applicants' identification document numbers, where appropriate) to be available through a variety of channels, including:

  • in the announcement to be posted on the website of the Stock Exchange at www.hkexnews.hk and on the website of our Company at www.shzhida.com^(6) . . . . . . no later than 11:00 p.m. on Thursday, October 9, 2025
  • from the designated results of allocations website at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment) with a “search by ID” function from .11:00 p.m. on Thursday, October 9, 2025 to 12:00 midnight on Wednesday, October 15, 2025
  • from the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. on Friday, October 10, 2025, Monday, October 13, 2025, Tuesday, October 14, 2025 and Wednesday, October 15, 2025

H Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before^(7)(9) .Thursday, October 9, 2025

White Form e-Refund payment instructions/refund checks in respect of wholly or partially successful applications (if applicable) or unsuccessful applications to be dispatched/collected on or before^(8)(9) .Friday, October 10, 2025

Dealings in the H Shares on the Stock Exchange expected to commence at 9:00 a.m. on Friday, October 10, 2025

Notes:

(1) All dates and times refer to Hong Kong local dates and time, except as otherwise stated.

(2) You will not be permitted to submit your application under the White Form eIPO service through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of the application monies) until 12:00 noon on the last day for submitting applications, when the application lists close.

(3) If there is/are a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, October 6, 2025, the application lists will not open or close on that day. For further details, please see the section headed “How to Apply for Hong Kong Offer Shares — E. Severe Weather Arrangements” in this prospectus.


EXPECTED TIMETABLE

(4) Applicants who apply for Hong Kong Offer Shares by instructing your broker or custodian to give electronic application instructions to HKSCC via HKSCC EIPO channel should refer to the section headed “How to Apply for Hong Kong Offer Shares — A. Application for Hong Kong Offer Shares” in this prospectus.

(5) The Price Determination Date is expected to be on or before Wednesday, October 8, 2025. If, for any reason, the Offer Price is not agreed between the Overall Coordinators (for themselves and on behalf of the Underwriters) and us on or before 12:00 noon on Wednesday, October 8, 2025 the Global Offering will not proceed and will lapse.

(6) None of the websites or any of the information contained on the websites forms part of this prospectus.

(7) 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 — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” in this prospectus has not been exercised. Investors who trade H Shares on the basis of publicly available allocation details 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.

(8) White Form e-Refund payment instructions/refund checks will be issued in respect of wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering and also in respect of wholly or partially successful applications in the event that the final Offer Price is less than the price payable per Offer Share on application. Part of the applicant’s identification document number, or, if the application is made by joint applicants, part of the identification document number of the first-named applicant, provided by the applicant(s) may be printed on the refund check, if any. Such data would also be transferred to a third party for refund purposes. Banks may require verification of an applicant’s identification document number before encashment of the refund check. Inaccurate completion of an applicant’s identification document number may invalidate or delay encashment of the refund check.

(9) Applicants being individuals who is eligible for personal collection may not authorize any other person to collect on their behalf. Applicants being corporations which is eligible for personal collection must attend through their authorized representatives bearing letters of authorization from their corporation stamped with the corporation’s chop. Both individuals and authorized representatives of corporations must produce evidence of identity acceptable to our H Share Registrar at the time of collection.

Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to “How to Apply for Hong Kong Offer Shares — D. Dispatch/Collection of H Share Certificates and Refund of Application Monies” for details.

Applicants who have applied through the White Form eIPO service and paid their applications monies through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of White Form e-Refund payment instructions. Applicants who have applied through the White Form eIPO service and paid their application monies through multiple bank accounts may have refund monies (if any) dispatched to the address as specified in their application instructions in the form of refund checks in favor of the applicant (or, in the case of joint applications, the first-named applicant) by ordinary post at their own risk.

Any uncollected H Share certificates and/or refund checks will be dispatched by ordinary post, at the applicants’ risk, to the addresses specified in the relevant applications.

Further information is set out in the section headed “How to Apply for Hong Kong Offer Shares — D. Dispatch/Collection of H Share Certificates and Refund of Application Monies” in this prospectus.

The above expected timetable is a summary only. You should see the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus for details of the structure of the Global Offering, including its conditions, and the procedures for application for the Hong Kong Offer Shares.

If the Global Offering does not become unconditional or is terminated in accordance with its terms, the Global Offering will not proceed. In such case, we will make an announcement as soon as practicable thereafter.


CONTENTS

IMPORTANT NOTICE TO PROSPECTIVE INVESTORS

This Prospectus is issued by us solely in connection with the Hong Kong Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the Hong Kong Offer Shares offered by this Prospectus pursuant to the Hong Kong Public Offering. This Prospectus may not be used for the purpose of making, and does not constitute, an offer or invitation in any other jurisdiction or in any other circumstances. No action has been taken to permit a public offering of the Hong Kong Offer Shares in any jurisdiction other than Hong Kong and no action has been taken to permit the distribution of this Prospectus in any jurisdiction other than Hong Kong. The distribution of this Prospectus for purposes of a public offering and the offering and sale of the Hong Kong Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom.

You should rely only on the information contained in this Prospectus to make your investment decision. The Hong Kong Public Offering is made solely on the basis of the information contained and the representations made in this Prospectus. We have not authorized anyone to provide you with information that is different from what is contained in this Prospectus. Any information or representation not contained nor made in this Prospectus must not be relied on by you as having been authorized by us, the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Capital Market Intermediaries, any of our or their respective directors, officers, employees, agents, or representatives of any of them or any other parties involved in the Global Offering.

Expected Timetable ... iv
Contents ... vii
Summary ... 1
Definitions ... 32
Glossary of Technical Terms ... 47
Forward-Looking Statements ... 50
Risk Factors ... 52
Information about this Prospectus and the Global Offering ... 103

  • vii -

CONTENTS

Waivers ... 108
Directors, Supervisors and Parties Involved in the Global Offering ... 112
Corporate Information ... 122
Industry Overview ... 124
Regulations ... 153
History, Development and Corporate Structure ... 186
Business ... 213
Directors, Supervisors and Senior Management ... 338
Relationship with Our Controlling Shareholders ... 357
Substantial Shareholders ... 362
Share Capital ... 366
Financial Information ... 370
Future Plans and Use of Proceeds ... 442
Underwriting ... 448
Structure of the Global Offering ... 462
How to Apply for Hong Kong Offer Shares ... 472
APPENDIX I Accountant’s 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 ... IV-1
APPENDIX V Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display ... V-1

– viii –


SUMMARY

This summary aims to give you an overview of the information contained in this Prospectus and should be read in conjunction with the full text of this Prospectus. As this is a summary, it does not contain all the information that may be important to you. You should read the entire document before you decide to invest in the Offer Shares. There are risks associated with any investment. Some of the particular risks in investing in the Offer Shares are set out in the "Risk Factors" section in this Prospectus. You should read that section carefully before you decide to invest in the Offer Shares.

OVERVIEW

Our Business

We ranked first in terms of sales volume and sales value of home EV chargers in China during the Track Record Period, according to Frost & Sullivan. Our market share reached 13.6% in China and 9.0% globally in terms of the sales volume of home EV chargers during the Track Record Period. In terms of sales value of home EV chargers in China in 2024, we ranked the third, with a market share of approximately 6.6%. In terms of sales value of global home EV chargers in 2024, our market share was approximately 3.9%. The total sales value of the home EV chargers market amounted to RMB7.2 billion globally and RMB3.5 billion in China in 2024. Chinese companies are leading the way in providing EV home charging solutions with dominant market shares in terms of sales volume of home EV chargers during the Track Record Period. For the market shares of the world's and China's top five providers of EV home charging solutions, see "Industry Overview — EV Home Charging Solutions — Competitive Landscape of Global EV Home Charging Solutions."

We commenced business since 2010 and have been loss-making. During the Track Record Period, we incurred net losses of RMB25.1 million, RMB58.1 million and RMB235.9 million in 2022, 2023 and 2024, respectively. In the three months ended March 31, 2024 and 2025, we recorded net losses of RMB31.5 million and RMB17.1 million, respectively. For details, see "Business — Business Sustainability and Path to Profitability — Reasons for Historical Loss."

Starting with offering smart home EV chargers to both automakers and users, we have since developed a "three-in-one" EV home charging solution consisting of products, services, and a digital platform.

  • Products: During the Track Record Period, we delivered a cumulative number of 1.3 million home EV chargers globally and 1.2 million home EV chargers in China. Our market share reached 13.6% in China and 9.0% globally in terms of the sales volume of home EV chargers during the Track Record Period, according to Frost & Sullivan. We have also developed advanced products with higher gross profit margin and strong revenue potential, including EV charging robots and EMS solutions. We started generating revenue from sales of EV charging robots in 2024 and we delivered 24 units of EV charging robots, generating revenue of RMB4.1 million in 2024. In the three months ended March 31, 2025, we have delivered 10 units of EV

SUMMARY

charging robots, generating revenue of RMB1.9 million in the same period, representing a significant increase from revenue of RMB0.6 million generated in the three months ended March 31, 2024. Our EV charging robots achieved a gross profit margin exceeding 50% in 2024 and over 30% for the three months ended March 31, 2025, according to unaudited management accounts, as compared to the gross profit margin of our EV chargers of approximately 20%. Our EV charging robots are well positioned to serve a diverse range of customers, including autonomous driving solutions providers, energy station operators, specialty vehicle manufacturers, and public infrastructure management companies. As for EMS solutions, according to Frost & Sullivan, the global average gross profit margin for EMS solutions is projected to be approximately 30%, highlighting a significant opportunity to drive our profitability. As of the Latest Practicable Date, we did not generate any revenue from EMS solutions.

  • Services: To empower homes across the country with our smart home EV chargers and digital energy management services, we have established China's largest EV charger service network to provide door-to-door installation and after-sales services according to Frost & Sullivan, covering over 360 cities nationwide as of March 31, 2025. Such service offerings are provided through third-party service providers connected through our digital platform. During the Track Record Period, our gross profit margins for the provision of services have been relatively modest and subject to periodic fluctuations. During the Track Record Period, we fulfilled a total of 1.3 million installation and after-sales service tasks. We are also developing a variety of other services to further digitalize home energy management for our users.
  • Digital Platform: To connect our products and services as part of our integrated energy management solutions, we have constructed a digital platform. Our platform digitizes the management of our installation and after-sales network and support our community shared charging services.

We are a trusted partner for leading automakers in China. During the Track Record Period, we provided smart home EV chargers and accessories and/or services to seven of the top ten automakers in China in terms of sales volume of EVs in 2024, according to Frost & Sullivan. Through our partnerships with well-known automakers, we have established our brand reputation as an advanced provider of EV home charging solutions, while expanding into overseas markets alongside these major automakers. Today, our products and services serve 22 countries. In Thailand and Brazil, two fast-growing EV markets outside of China, we are one of the first movers that have established a presence as a recognized provider of smart home EV chargers and services, according to Frost & Sullivan.


SUMMARY

Drawing upon our brand influence and service capabilities we accumulated through our partnerships with leading automakers, we launched our own retail brand “拳達 (Zhida)” in 2020. Since its launch, we have efficiently and rapidly accumulated a vast user base, which lays a solid foundation for us to directly reach and better understand the needs of retail users. We cover retail users through multiple channels domestically and internationally. We operate e-stores on platforms such as Amazon, Tmall (天貓), Douyin (抖音) and Youzan (有贊), and we plan to expand our footprint on international e-commerce platforms. We are one of the top three brands in terms of retail sales of home EV chargers on e-commerce platforms in 2022, 2023 and 2024, according to Frost & Sullivan. In addition, we collaborate with distributors in 137 cities in China as of March 31, 2025, to further expand the customer base of our products.

For details, see “Business — Overview.”

Overview of Our Business Model

Our product portfolio, including smart home EV chargers and accessories, EV charging robots, EMS solutions, and pipeline products, serves as the key entry portals to digital home energy management. The delivery and use of these smart products are enabled by a digital platform that connects a vast network of third-party installation and after-sales service providers and supports our community shared charging services.

These products, platform, and services create an ecosystem that empowers automakers, energy companies, ultimately benefiting EV owners and their families as the users.

For details, see “Business — Overview — Overview of Our Business Model.”

The following table sets forth a breakdown of our revenues generated from sales of products and provision of services during the periods indicated. The amount of revenue generated from sales of smart home EV chargers represented 94.1%, 89.3%, 93.2%, 92.7% and 98.3% of revenue generated from sales of products in 2022, 2023, 2024, and the three months ended March 31, 2024 and 2025, respectively. The remaining revenue under sales of products represented accessories such as portable charging devices and electrical cables. The amount of revenue generated from provision of installation and after-sales services represented 96.5%, 96.7%, 95.9%, 96.5% and 96.6% of revenue generated from provision of services in 2022, 2023, 2024, and the three months ended March 31, 2024 and 2025, respectively. The remaining revenue under provision of services represented charging service and technology development service. Our technology development service mainly includes providing clients with system upgrades and optimization for pile installation, R&D of EV chargers, technical services for energy storage, site survey services, and software development services.

  • 3 -

SUMMARY

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
By nature
Sales of products 407,434 58.5 320,943 47.8 304,537 51.3 76,365 49.0 145,521 67.0
Provision of services 289,626 41.5 349,790 52.2 288,871 48.7 79,337 51.0 71,581 33.0
Total 697,060 100.0 670,733 100.0 593,408 100.0 155,702 100.0 217,102 100.0

During the Track Record Period, we delivered 1.3 million EV chargers and completed 1.3 million installation and after-sales service tasks. The table below sets forth a breakdown by offering category of the average selling price and sales volume of sales of smart home EV chargers and installation and after-sales service tasks during the periods indicated.

Year Ended December 31, Three Months Ended March 31, Total Number During the Track Record Period
2022 2023 2024 2024 2025
Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume
By offering category
Sales of products 790.5 484,771 914.4 313,335 808.6 351,112 884.1 80,059 780.3 183,287 823.0 1,332,505
Provision of services 1,084.8 257,600 836.5 404,396 598.3 463,018 823.4 92,978 510.2 135,525 764.7 1,260,539

Note:
(1) The sales volume and calculation of average selling price of sales of products and provision of services excludes other ancillary products. Therefore, the results of multiplying average selling price and sales volume do not correspond to the total revenue generated during the periods indicated.

Our Product Offerings

Over the years, we have developed various models of smart home EV chargers and accessories catering to customer's EV home charging needs. We manufacture our smart home EV chargers either for sales by automakers as part of their vehicles sold to their customers, or under our own brand sold to users through our self-operated retail channels and third-party distributors. Based on our deep understanding of automakers' specifications, we are capable of customizing our smart home EV chargers to their specific requirements. In addition, we have launched advanced products with higher gross profit margin and strong revenue potential such as EV charging robots and EMS solutions. Substantially all of our revenues generated from our product offerings were derived from sales of smart home EV chargers during the Track Record Period. For details, see "Business — Integrated EV Home Charging Solutions — Our Product Offerings."


SUMMARY

Our Service Offerings

As part of our integrated EV home charging solutions and complementary to our products, we offer services to users to help them to unlock the full potential of our product offerings. Such service offerings include EV charger installation and after-sales services provided through third-party service providers connected through our digital platform. Through corporate service providers, we assist users in effortlessly setting up and maintaining their smart home EV chargers. In addition, we also provide a growing range of digital home energy management services, which encompass data analytics, safe charging, and other digital functions that enable users to manage their daily EV home charging and home energy management needs more effectively. These services also include providing users with community shared charging through our apps and mini-program. During the Track Record Period, substantially all of the revenues we generated from services were derived from providing users with EV charger installation and after-sales services. For details, see “Business — Integrated EV Home Charging Solutions — Our Service Offerings.”

Our Digital Platform

To seamlessly integrate our products and services and provide users with a digital home energy management solution, we have built and are continuously developing a digital platform that supports EV charger installation and community shared charging. Our customers, business partners and employees are connected through the digital platform for information exchange and service requests. This platform supports our “online-to-offline” installation and after-sales services by allowing us to deploy a nationwide network of service providers to provide reliable installation and after-sales services. Through deployment of reliable third-party service providers through this digital platform, we ensure the timely accessibility and sharing of information by and among us, automakers, users, and service providers, which significantly enhances service quality and efficiency. This digital platform also supports community shared charging which allows users to conveniently locate and share the use of smart home EV chargers. We currently do not generate any revenue from the digital platform. Leveraging platform-supported community shared charging service, we enable users to locate available EV chargers with ease and promote the sharing of charging resources, thereby optimizing the efficient use of existing infrastructure and contributing to a sustainable EV ecosystem. Our digital platform is strictly segregated for China and overseas markets in compliance with relevant laws and regulations in data security and privacy protection. For details, see “Business — Integrated EV Home Charging Solutions — Our Digital Platform.”

Our Diversified Sales and Distribution Channels

Our sales and distribution channels consist of direct sales and sales through distributors. Our direct sale channels comprise (i) sales to automakers, including automakers and their related customers who enjoy substantially identical price terms as automakers, and (ii) sales to retail customers, mainly through online stores operated by us on major e-commerce platforms. In addition to direct sale channels, we also sell a small portion of our products through partnering with third-party distributors who purchase and resell our products to retail customers. With these diversified sales channels and networks, we are able to expand our user reach across different geographic markets with enhanced operational efficiency. According to Frost & Sullivan, direct sales and distribution are generally in line with the industry norms.


SUMMARY

The following table sets forth a breakdown of our revenues by sales channel during the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
By sales channel
Sales of products 407,434 58.5 320,943 47.8 304,537 51.3 76,365 49.0 145,521 67.0
Direct sales 362,280 52.0 262,866 39.2 252,903 42.6 65,928 42.3 97,970 45.1
Sales to automakers 308,630 44.3 210,015 31.3 177,679 29.9 52,451 33.7 61,579 28.4
Retail sales 53,650 7.7 52,851 7.9 75,224 12.7 13,477 8.6 36,391 16.7
Sales through distributors 45,154 6.5 58,077 8.6 51,634 8.7 10,437 6.7 47,551 21.9
Provision of services 289,626 41.5 349,790 52.2 288,871 48.7 79,337 51.0 71,581 33.0
Direct sales 282,129 40.4 341,443 50.9 286,505 48.3 78,973 50.8 71,335 32.9
Sales to automakers 261,124 37.4 316,597 47.2 257,988 43.5 71,707 46.1 62,475 28.8
Retail sales 21,005 3.0 24,846 3.7 28,517 4.8 7,266 4.7 8,860 4.1
Sales through distributors 7,497 1.1 8,347 1.3 2,366 0.4 364 0.2 246 0.1
Total 697,060 100.0 670,733 100.0 593,408 100.0 155,702 100.0 217,102 100.0

We generate revenue through sales of products and services used in China and overseas. During the Track Record Period, our overseas revenue mainly included sales of smart home EV chargers made for Chinese automakers in conformity with overseas product specifications in connection with sales of their EVs to overseas markets. The following table sets forth a breakdown of our revenue by geographic region in the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
By geographic region
China 684,150 98.1 609,446 90.9 521,511 87.9 130,309 83.7 184,970 85.2
Overseas 12,910 1.9 61,287 9.1 71,897 12.1 25,393 16.3 32,132 14.8
Total 697,060 100.0 670,733 100.0 593,408 100.0 155,702 100.0 217,102 100.0

For details, see "Business — Sales and Marketing — Our Diversified Sales and Distribution Channels."


SUMMARY

The table below sets forth a breakdown by geographic region of the average selling price and sales volume of sales of smart home EV chargers and installation and after-sales service tasks during the periods indicated.

Year Ended December 31, Three Months Ended March 31, Total Number During the Track Record Period
2022 2023 2024 2024 2025
Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume
By geographic region
China
Sales of product . 776.2 477,274 972.8 232,472 788.7 294,066 869.2 56,265 723.7 154,909 811.8 1,158,721
Provision of service . . . 1,084.8 257,600 836.5 404,396 570.8 452,618 795.9 91,902 509.5 135,449 756.0 1,250,063
Overseas
Sales of product . 1,701.1 7,497 746.7 80,863 911.3 57,046 919.1 23,794 1,089.3 28,378 897.8 173,784
Provision of service . . . - - - - 1,796.7 10,400 3,172.9 1,076 1,826.3 76 1,796.9 10,476

Note:
(1) The sales volume and calculation of average selling price of sales of products and provision of services excludes other ancillary products. Therefore, the results of multiplying average selling price and sales volume do not correspond to the total revenue generated during the periods indicated.

The table below sets forth a breakdown by sales channel of the average selling price and sales volume of sales of smart home EV chargers and installation and after-sales service tasks during the periods indicated.

Year Ended December 31, Three Months Ended March 31, Total Number During the Track Record Period
2022 2023 2024 2024 2025
Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume
By sales channel
Sales of products . . . 790.5 484,771 914.4 313,335 808.6 351,112 884.1 80,059 780.3 183,287 823.0 1,332,505
Direct sales . . . 756.4 456,270 901.0 266,192 801.9 294,679 903.4 68,126 780.8 125,135 804.5 1,142,276
Sales to automakers . . . 711.6 430,808 839.1 243,910 697.9 248,691 845.2 60,660 721.9 84,930 739.9 1,008,339
Retail sales . . . 1,514.5 25,462 1,579.1 22,282 1,364.3 45,988 1,376.7 7,466 905.1 40,205 1,290.8 133,937
Sales through distributors . . . 1,337.4 28,501 990.3 47,143 843.7 56,433 773.3 11,933 779.3 58,152 934.3 190,229

SUMMARY

Year Ended December 31, Three Months Ended March 31, Total Number During the Track Record Period
2022 2023 2024 2024 2025
Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume
Provision of services 1,084.8 257,600 836.5 404,396 598.3 463,018 823.4 92,978 510.2 135,525 764.7 1,260,539
Direct sales 1,092.4 248,966 839.6 392,984 599.7 458,084 829.0 91,934 510.8 134,889 765.6 1,234,923
Sales to automakers 1,092.0 237,621 832.0 379,846 586.9 435,276 819.5 87,079 476.6 130,897 754.7 1,183,640
Retail sales 1,101.0 11,345 1,060.8 13,138 842.9 22,808 999.8 4,855 1,633.3 3,992 1,017.4 51,283
Sales through distributors 867.8 8,634 729.2 11,412 475.3 4,934 328.7 1,044 382.7 636 718.4 25,616

Note:
(1) The sales volume and calculation of average selling price of sales of products and provision of services excludes other ancillary products. Therefore, the results of multiplying average selling price and sales volume do not correspond to the total revenue generated during the periods indicated.

Manufacturing and Supply Chain

We manufacture our products through our self-operated manufacturing facilities. Our integrated production process increases our production efficiency and reduces our dependence on manual labor. We believe that this vertical integration also enables us to adjust our production quickly to respond to changes in market demand for our products. We ensure quality and reliability by developing and producing core components in-house. We believe that our self-developed techniques and active participation in manufacturing equipment development result in innovative, cost-effective, and replicable solutions.

Our principal manufacturing facilities are located in Xuancheng city and Anqing city, Anhui Province, China, with an aggregate GFA of approximately 38,000 sq.m., which are primarily used for the production of smart home EV chargers and accessories. The utilization rate of our manufacturing facilities was 128.2%, 69.5%, 50.4% and 89.7% in 2022, 2023, 2024 and the three months ended March 31, 2025, respectively. Since the initial establishment of our manufacturing facilities in Xuancheng city and Anqing city in Anhui, we have been continuously investing in upgrading our equipment and production lines to increase their efficiency, including by establishing an surface-mount technology ("SMT") and dual in-line package ("DIP") production line which adopted advanced technologies such as the latest Panasonic mounters and printers for ensuring production quality. Outside of China, leveraging our success and know-how in building and operating our factories in China, we began operations at our third factory in Thailand in April 2024 with an aggregate GFA of approximately 12,400 sq.m., in an effort to support our expansion across Southeast Asia, which underscores our ability to meet growing market demands through advanced technologies and localized expansion. Our Thailand factory which is dedicated to serving overseas sales only has a designed production capacity of 108 thousand EV chargers per year based on one eight hour shift per day and 25 working days per month, and we intend to continue to upgrade and expand


SUMMARY

its production lines depending on the market demand for our products. The utilization rate of our factory in Thailand was 3.3% and 15.4% in 2024 and three months ended March 31, 2025, respectively. The current low utilization rate of our Thai factory is due to its initial stage of production. Although the designed capacity is set high to support future growth and strategic initiatives, actual output remains limited as we ramp up operations.

Our inventories consist of raw materials, work in progress, finished goods and goods in transit. Our commitment to quality is embodied in our dedicated quality management department, which invests substantial resources into ensuring the quality of our products.

For details, see “Business — Manufacturing and Supply Chain.”

Our Customers and Suppliers

During the Track Record Period, our customers mainly include automakers, retail customers and distributors. Since our inception, we have fostered close partnerships with a growing, large base of leading automakers worldwide. We provide automakers with our smart home EV chargers and accessories, which empowers them to cater to the EV home charging requirements of their end customers effectively. We provide automakers with the option to customize their smart home EV chargers to their needs, including both product functions and exterior designs. Our sales to automakers also include sales to their related customers, who were designated by automakers to purchase products from us on their behalf, or recommended by automakers to purchase products from us, enjoying substantially identical price terms as such automakers. Beside the direct sales of smart home EV chargers and accessories to automakers, we also generate revenues from direct sales to retail customers under our own brand name. In 2022, 2023 and 2024, and the three months ended March 31, 2025, the aggregate revenues generated from our five largest customers in each period were RMB459.3 million, RMB466.9 million, RMB333.1 million and RMB116.2 million, representing 65.8%, 69.6%, 56.1% and 53.5% of our revenues, respectively. In the same periods, revenues generated from our largest customer in each period were RMB267.1 million, RMB214.6 million, RMB148.1 million and RMB36.9 million, representing 38.3%, 32.0%, 25.0% and 17.0% of our revenues, respectively. For details, see “Business — Our Customers.”

During the Track Record Period, our suppliers mainly include (i) raw material suppliers for production and (ii) service suppliers, mainly including third-party corporate installation and after-sales service providers. For the production of our products, our principal raw materials include outer casings, charging guns, electronic components and printed circuit boards (“PCBs”), and packaging and labeling materials. Our service suppliers provide services including installation and after-sales services to our users via our digital platform and service network. In 2022, 2023 and 2024 and the three months ended March 31, 2025, the aggregate purchase amount from our five largest suppliers in each period were RMB109.5 million, RMB171.1 million, RMB182.8 million and RMB40.8 million, representing 17.9%, 26.9%, 27.7% and 6.2% of our total purchase amount, respectively. In the same periods, the purchase amount from our largest supplier in each period were RMB24.3 million, RMB95.5 million, RMB90.7 million and RMB8.9 million, representing 4.0%, 15.0%, 13.7% and 1.3% of our total purchase amount, respectively. For details, see “Business — Our Suppliers.”


SUMMARY

OUR COMPETITIVE STRENGTHS

We believe the following competitive strengths contribute to our success and differentiate us from our competitors:

  • Largest provider of EV home charging solutions;
  • Business model delivering end-to-end solutions;
  • Strong brand built upon rich product portfolio;
  • Strong manufacturing capabilities;
  • Multi-channel distribution enabling effective monetization;
  • Diversified digital energy management services enabled by technology; and
  • Insightful, and experienced management team.

For details, see “Business — Our Strengths.”

OUR STRATEGIES

To achieve our mission and further solidify our leadership, we intend to pursue the following strategies:

  • Accelerate global expansion for market leadership;
  • Strengthen retail sales to drive sustainable growth;
  • Innovate product development for enhanced profitability; and
  • Optimize cost structure to boost profit margins.

For details, see “Business — Our Strategies.”

RISK FACTORS

Our business and the Global Offering involve certain risks, which are set out in “Risk Factors.” You should read that section in its entirety carefully before you decide to invest in our Shares. Some of the major risks we face are relating to:

  • We have a history of losses and operating cash outflows, and we have experienced net current liabilities, during the Track Record Period. There is no guarantee that we can achieve and maintain profitability in the future.

  • 10 -


SUMMARY

  • A limited number of customers accounted for a substantial portion of our revenue during the Track Record Period. Any decreases in our future sales to them could adversely affect our business, results of operations, financial condition and prospects.

  • During the Track Record Period, many of our major customers are automakers who have substantial bargaining power, which exposes us to significant pricing pressure.

  • We derived a significant portion of our revenue from a limited number of customers, including Customer B, and the loss of, or a significant reduction in, business from any major customer could materially and adversely affect our business, financial condition and results of operations.

  • We experienced rapid growth in the past, and we expect to invest in growth for the foreseeable future. If we fail to manage growth effectively, our business, results of operations, financial condition and prospects could be adversely affected.

  • Our future growth and success are dependent upon the continued acceptance and adoption of EVs.

  • We face competition as the EV home charging solution market develops and evolves.

  • We cannot guarantee that our business initiatives and strategies will be successfully implemented or will generate sustainable revenue or profit.

  • The EV home charging related technologies are rapidly evolving. If we cannot keep up with the latest development, our business, results of operations, financial condition and prospects may be materially and adversely affected.

  • If our products and services do not meet customer expectations in terms of quality, availability and user experience, or if we otherwise fail to increase sales of our products and services to our customers and expand our customer base, our business, results of operations, financial condition and prospects may be adversely affected.

  • We rely on distributors to expand our sales and distribution network. If we are unable to maintain, expand and manage our sales and distribution network successfully, our business, financial condition, results of operations and prospects would be materially and adversely affected.

  • Our nationwide service network relies on third-party service providers to deliver high-standard performance, and we may not be able to manage the expansion of such service network efficiently.

  • 11 -


SUMMARY

COMPETITION

Depending on different application scenarios, EV charging solutions can be divided into EV home charging solutions and EV public charging solutions. EV home charging solution providers primarily focus on AC chargers, catering primarily to automakers and retail customers. On the other hand, EV public charging solution providers offer both AC and DC chargers, targeting charging point operators, fleets, public transport companies, among others. Within the EV home charging segment, there's a division between third-party providers and automakers. However, most automakers are gradually exiting this market due to their primary focus on EV manufacturing and sales, lacking nationwide service networks for home charging solutions. Globally, there are approximately 4,000 manufacturers of home EV chargers and 1,000 manufacturers of public EV chargers. Some manufacturers specialize in one type like us, while others offer both. Although some providers of EV public charging solutions may also enter the EV home charging market, competition dynamics between those specializing in public charging and those focusing on home charging are relatively mild due to differing customer bases and target markets.

During the Track Record Period, the global sales volume of EV chargers reached approximately 19.2 million, among which the global sales volume of home EV chargers accounted for approximately 77.3%. In terms of global sales volume of home EV chargers during the Track Record Period, the global top five providers of EV home charging solutions accounted for approximately 33.7%. In terms of sales volume and sales value of home EV chargers in China during the Track Record Period, we both ranked first, with a market share of approximately 13.6% and 10.3%, respectively.

EV home charging solutions mainly refer to charging solutions including product offerings and service offerings for EV home users, providing a safe charging experience as well as smart energy management. Specifically, the product offerings of EV home charging solutions mainly include smart home EV chargers and related accessories, whilst the service offerings mainly include installation and maintenance services of home EV chargers, and smart energy management services during charging process, such as smart remote control, safe charging, off-peak charging and data analytics. Our EV home charging solutions mainly use AC charging technology, while some of our pipeline products, including our EV charging robots, use DC charging technology. For more information on the technological advantages for AC and DC EV chargers, see "Industry Overview — EV Home Charging Solutions — Market Definition and Overview." For the technological advantages of our products, see "— Our Product Offerings."

According to Frost & Sullivan, the total sales value of the home EV chargers is RMB7.2 billion globally and RMB3.5 billion in China in 2024. Driven by the growing sales volume of EVs, the global sales volume of home EV chargers increased from 0.4 million in 2020 to 5.7 million in 2024, representing a CAGR of 93.2%. In 2020, due to the impact of COVID-19 pandemic, the on-site installation services of EV chargers were interrupted, causing a decrease in the sales volume of home EV chargers. From 2020 to 2024, the sales volume of home EV chargers in China, Europe, North America, South America, Middle East and Southeast Asia

  • 12 -

SUMMARY

grew at a CAGR of 111.7%, 53.2%, 57.8%, 109.3%, 97.5% and 277.8%, respectively. The EV industry's growth is expected to drive the rapid growth in home EV charger demand. In 2029, the global sales volume of home EV chargers is expected to reach 14.4 million, representing a CAGR of 20.3% from 2024 to 2029. During the same period, the sales volume of home EV chargers in China, Europe, North America, South America, Middle East and Southeast Asia are expected to grow at a CAGR of 15.1%, 15.0%, 14.5%, 51.6%, 52.3% and 64.9%, respectively.

However, the EV home charging solutions market in China is developing rapidly and the competition landscape is constantly evolving, as driven by technological advancement and business model innovation. This results in the frequent introduction of new products and price competition from our competitors in the EV home charging solution industry. Further, some of our current or potential competitors have greater resources or may be acquired by third parties with greater resources. New competitors or alliances may emerge in the future that have greater market share, more widely adopted technologies, greater marketing expertise and greater financial resources, which could put us at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of our current or future target markets, which could create price pressure. For details, see "Risk Factors — Risks Related to Our Business and Industry — We face competition as the EV home charging solution market develops and evolves." For competitive landscape, see "Industry Overview — EV Home Charging Solutions — Competitive Landscape of Global EV Home Charging Solutions."

SUMMARY OF KEY FINANCIAL INFORMATION

Summary of Our Consolidated Statements of Comprehensive Loss

The table below sets forth our consolidated statements of comprehensive loss for the periods indicated derived from the Accountant's Report included in Appendix I.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
(RMB in thousands) (unaudited)
Revenue 697,060 670,733 593,408 155,702 217,102
Cost of sales (554,986) (533,199) (504,833) (120,363) (181,318)
Gross profit 142,074 137,534 88,575 35,339 35,784
Sales and marketing expenses (67,615) (90,462) (114,655) (23,432) (20,687)
General and administrative expenses (53,695) (73,657) (103,936) (29,897) (15,923)

SUMMARY

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
(RMB in thousands) (unaudited)
Research and development expenses (34,099) (41,102) (55,577) (11,775) (13,594)
Net impairment (losses)/reversal on financial assets (6,700) 205 (38,486) 1,888 (160)
Other income 3,150 6,713 6,089 808 3,123
Other gains/(losses) – net 757 (402) (956) 172 (159)
Operating loss (16,128) (61,171) (218,946) (26,897) (11,616)
Finance income 1,416 2,049 1,051 306 69
Finance costs (14,338) (10,104) (14,021) (3,095) (3,869)
Finance costs – net (12,922) (8,055) (12,970) (2,789) (3,800)
Loss before income tax (29,050) (69,226) (231,916) (29,686) (15,416)
Income tax credit/(expense) 3,903 11,110 (3,981) (1,814) (1,662)
Loss for the year/period (25,147) (58,116) (235,897) (31,500) (17,078)
Attributable to:
Owners of the Company (26,306) (58,538) (238,842) (31,440) (17,050)
Non-controlling interests 1,159 422 2,945 (60) (28)
(25,147) (58,116) (235,897) (31,500) (17,078)
Loss per share attributable to the equity holders of the Company (in RMB)
Basic and diluted loss per share (0.53) (1.11) (4.54) (0.60) (0.32)

Non-IFRS Financial Measure

To supplement our consolidated financial statements presented in accordance with IFRSs, we use adjusted loss for the year/period (Non-IFRS financial measure) as additional financial measure, which is not required by, or presented in accordance with IFRSs. We believe that the non-IFRS measure facilitates comparisons of operating performance from year to year and company to company by eliminating potential impacts of items. We believe that the non-IFRS measure provides useful information to investors in understanding and evaluating our consolidated results of operations in the same manner as they help our management. The use of the non-IFRS measure has limitations as an analytical tool, and investors should not consider it in isolation from, or as substitute for analysis of, our results of operations or financial condition as reported under IFRSs.


SUMMARY

We define adjusted loss for the year/period (Non-IFRS financial measure) as loss for the year/period adjusted by adding back share-based payment expenses, interest expenses on financial instruments with preferred rights at amortised cost and listing expenses. Such non-IFRS measure allows investors to consider metrics used by our management in evaluating our performance. Share-based payment expenses consist of share awards granted under our share incentive plans. Interest expenses on financial instruments with preferred rights at amortised cost refer to the interest costs associated with financial liabilities that arise from contracts obligating the Company to repurchase its equity instruments for cash or other financial assets. These liabilities are initially measured at the present value of the redemption amounts and subsequently measured at amortised cost, with interest charged to finance costs. Listing expenses are in relation to the Listing and the Global Offering. Therefore, by eliminating the impacts of such items in the calculation of adjusted loss (Non-IFRS financial measure), this measure could better reflect our underlying operating performance and could better facilitate the comparison of operating performance from year to year.

The following table reconciles our adjusted loss for the year (Non-IFRS financial measure) and presented in accordance with IFRSs, namely loss for the year/period:

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
(RMB in thousands) (unaudited)
Loss for the year/period (25,147) (58,116) (235,897) (31,500) (17,078)
Adjustment:
Share-based payment expenses(1) 114 411 420 105 105
Listing expenses(2) - 5,372 21,484 14,151 1,270
Interest expenses on financial instruments with preferred rights at amortised cost 6,194 - - - -
Adjusted loss for the year/period (Non-IFRS financial measure) (18,839) (52,333) (213,993) (17,244) (15,703)

Notes:
(1) Share-based payment is a non-cash expense arising from granting share-based awards to selected employees. Share-based payment is not expected to result in future cash payments. Share-based payment is recorded under our selling expenses, general and administrative expenses, and research and development expenses; and the share-based payment in the above table represents the sum of that recorded under each type of such expenses.
(2) Listing expenses relate to our Global Offering.


SUMMARY

Selected Items from Consolidated Statements of Financial Position

The table below sets forth selected information from our consolidated statements of financial position as of the dates indicated, which has been extracted from the Accountant's Report included in Appendix I.

As of December 31, As of March 31,
2022 2023 2024 2025
(RMB in thousands)
Non-current assets 79,794 120,081 148,517 152,565
Current assets 909,403 797,582 687,921 796,660
Total assets 989,197 917,663 836,438 949,225
Non-current liabilities 14,046 10,648 13,012 18,900
Current liabilities 651,882 641,772 774,274 878,200
Total liabilities 665,928 652,420 787,286 897,100
Net current assets/(liabilities) 257,521 155,810 (86,353) (81,540)
Net assets 323,269 265,243 49,152 52,125
Equity attributable to owners of the Company 309,911 251,463 45,860 48,861
Non-controlling interests 13,358 13,780 3,292 3,264
Total equity and liabilities 989,197 917,663 836,438 949,225

Our total equity decreased from RMB323.3 million as of December 31, 2022 to RMB265.2 million as of December 31, 2023, primarily due to the total loss of RMB58.1 million incurred. Our total equity further decreased to RMB49.2 million as of December 31, 2024, primarily due to the total loss of RMB235.9 million. Our total equity increased to RMB52.1 million as of March 31, 2025, primarily because we had capital contributions from equity holders of RMB20.0 million, partially offset by total loss of RMB17.1 million. For details, see Consolidated Statements of Changes in Equity on pages I-11 to I-15 of the Accountant's Report included in Appendix I.


SUMMARY

Current Assets and Current Liabilities

The following table sets forth our current assets and current liabilities as of the dates indicated.

As of December 31, As of March 31, As of July 31,
2022 2023 2024 2025 2025
(RMB in thousands)
Current assets (unaudited)
Inventories 138,023 153,154 165,711 179,173 160,672
Trade and notes receivables 516,440 424,912 306,369 393,877 419,843
Other current assets 17,762 22,945 61,765 58,273 65,595
Financial assets at fair value through profit or loss 31,983 1,506 - - -
Financial assets at fair value through other comprehensive income - - 12,126 18,579 23,428
Restricted cash - - 591 591 491
Cash and cash equivalents 205,195 195,065 141,359 146,167 76,188
Total current assets 909,403 797,582 687,921 796,660 746,217
Current liabilities
Trade payables 351,735 296,529 324,921 367,837 367,634
Other payables and accruals 17,101 35,134 28,379 25,500 19,300
Borrowings 253,282 274,311 390,321 450,583 430,209
Lease liabilities 7,286 7,186 7,420 10,054 9,930
Contract liabilities 5,375 10,526 12,829 10,225 9,171
Provisions 13,061 13,912 10,213 12,098 13,484
Current income tax liabilities 4,042 4,174 191 1,903 1,158
Total current liabilities 651,882 641,772 774,274 878,200 850,886
Net current assets/(liabilities) 257,521 155,810 (86,353) (81,540) (104,669)

We recorded net current liabilities of RMB104.7 million as of July 31, 2025, as compared to net current liabilities of RMB81.5 million as of March 31, 2025, primarily due to (i) a decrease in cash and cash equivalents from RMB146.2 million as of March 31, 2025 to RMB76.2 million as of July 31, 2025, primarily due to loan repayment and as revenue increases, the collection of accounts receivable lags behind the settlement of accounts payable, and (ii) an increase in provisions from RMB12.1 million as of March 31, 2025 to RMB13.5 million, primarily because the increase in product sales has led to a higher provision for warranty expenses; partially offset by (i) an increase in trade and notes receivables from RMB393.9 million as of March 31, 2025 to RMB419.8 million as of July 31, 2025, primarily due to the rate of accounts receivable collection lags behind the rate of revenue increase and (ii) an increase in financial assets at fair value through other comprehensive income from RMB18.6 million as of March 31, 2025 to RMB23.4 million as of July 31, 2025 primarily due to the rate of accounts receivable collection lags behind as our revenue grows.


SUMMARY

We recorded net current liabilities of RMB81.5 million as of March 31, 2025, as compared to net current liabilities of RMB86.4 million as of December 31, 2024, primarily due to (i) an increase in inventories from RMB165.7 million as of December 31, 2024 and RMB179.2 million as of March 31, 2025, due to the fluctuations in the ordinary course of business, (ii) an increase in trade and notes receivables from RMB306.4 million as of December 31, 2024 to RMB393.9 million as of March 31, 2025, primarily due to increased sales volume, (iii) an increase in financial assets at fair value through other comprehensive income from RMB12.1 million as of December 31, 2024 to RMB18.6 million as of March 31, 2025, primarily due to increase in revenue, (iv) an increase in cash and cash equivalents from RMB141.4 million as of December 31, 2024 to RMB146.2 million as of March 31, 2025, driven by increase in sales; partially offset by (i) an increase in trade payables from RMB324.9 million as of December 31, 2024 to RMB367.8 million as of March 31, 2025, due to the fluctuations in the ordinary course of business and (ii) an increase in borrowings from RMB390.3 million as of December 31, 2024 to RMB450.6 million as of March 31, 2025, primarily due to our adjustment based on operational needs.

We recorded net current liabilities of RMB86.4 million as of December 31, 2024, as compared to net current assets of RMB155.8 million as of December 31, 2023, primarily due to (i) an increase in borrowings from RMB274.3 million as of December 31, 2023 to RMB390.3 million as of December 31, 2024, because of our adjustment based on operational needs, (ii) an increase in trade payables from RMB296.5 million as of December 31, 2023 to RMB324.9 million as of December 31, 2024, primarily due to our preparation in anticipation of larger amount of sales, (iii) an increase in contract liabilities from RMB10.5 million as of December 31, 2023 to RMB12.8 million as of December 31, 2024, primarily due to advance payments for overseas pre-sale where products not yet shipped and (iv) a decrease in cash and cash equivalents from RMB195.1 million as of December 31, 2023 to RMB141.4 million as of December 31, 2024, primarily due to our overseas expansion and accelerated payment turnover to suppliers which has impacted our cash reserves; partially offset by (i) an increase in other current assets from RMB22.9 million as of December 31, 2023 to RMB61.8 million as of December 31, 2024, primarily due to an increase in deposits, (ii) an increase in inventories from RMB153.2 million as of December 31, 2023 to RMB165.7 million as of December 31, 2024, primarily due to our preparation in anticipation of larger amount of sales and (iii) a decrease in trade and notes receivables from RMB424.9 million as of December 31, 2023 to RMB306.4 million as of December 31, 2024, primarily due to a decrease in sales.

Our net current assets decreased from RMB257.5 million as of December 31, 2022 to RMB155.8 million as of December 31, 2023, primarily due to (i) a decrease in trade and notes receivables from RMB516.4 million as of December 31, 2022 to RMB424.9 million as of December 31, 2023, primarily due to our efforts in settlement of outstanding balance with relevant customers, (ii) a decrease in financial assets at fair value through profit or loss from RMB32.0 million as of December 31, 2022 to RMB1.5 million as of December 31, 2023, primarily due to the maturity of the wealth management products; partially offset by (i) a decrease in trade payables from RMB351.7 million as of December 31, 2022 to RMB296.5 million as of December 31, 2023, primarily due to our efforts in settlement of outstanding balance with relevant suppliers; (ii) an increase in borrowings from RMB253.3 million as of

  • 18 -

SUMMARY

December 31, 2022 to RMB274.3 million as of December 31, 2023, primarily due to adjustment based on our operation need; and (iii) an increase in other payables and accruals from RMB17.1 million as of December 31, 2022 to RMB35.1 million as of December 31, 2023, primarily due to our business growth and the increase in the number of our employees, and payables related to long-term assets in relation to an one-off acquisition.

Selected Consolidated Statements of Cash Flow Data

The following table presents our consolidated cash flow data for the years presented.

Years Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
(RMB in thousands) (unaudited)
Net cash used in operating activities (133,215) (27,071) (115,574) (52,300) (67,924)
Net cash (used in)/generated from investing activities (59,520) 14,802 (41,908) (11,064) (2,380)
Net cash generated from financing activities 283,003 1,975 102,510 97,051 74,253
Net increase/(decrease) in cash and cash equivalents 90,268 (10,294) (54,972) 33,687 3,949
Cash and cash equivalents at the beginning of the year/period 114,940 205,195 195,065 195,065 141,359
Effects of foreign exchange rate changes on cash and cash equivalents (13) 164 1,266 (1,014) 859
Cash and cash equivalents at the end of the year/period 205,195 195,065 141,359 227,738 146,167

Net cash used in operating activities was RMB67.9 million in the three months ended March 31, 2025. The difference between our loss for the period of RMB17.1 million and the net cash used in operating activities was mainly due to movements in working capital, including (i) an increase in trade and notes receivables of RMB105.5 million and (ii) an increase in inventories of RMB11.1 million; partially offset by (i) an increase in trade payables of RMB56.4 million and (ii) an increase in accruals and other payables of RMB4.1 million. The amount was further adjusted by non-cash items, primarily including (i) finance costs of RMB3.8 million and (ii) depreciation of property, plant and equipment of RMB3.0 million.


SUMMARY

Net cash used in operating activities was RMB115.6 million in 2024. The difference between our loss for the period of RMB235.9 million and the net cash used in operating activities was mainly due to movements in working capital, including (i) an increase in inventories of RMB14.3 million and (ii) an increase in prepayments, other receivables, and other assets of RMB40.3 million; partially offset by (i) a decrease in trade and notes receivables of RMB70.4 million and (ii) an increase in trade payables of RMB36.8 million. The amount was further adjusted by non-cash items, primarily including (i) impairment losses on financial assets of RMB38.5 million, (ii) finance costs of RMB13.0 million and (iii) depreciation of property, plant and equipment of RMB11.2 million.

Net cash used in operating activities was RMB27.1 million in 2023. The difference between our loss for the year of RMB58.1 million and the net cash generated from operating activities was mainly due to movements in working capital, including a decrease in trade and notes receivables of RMB92.3 million, primarily due to our efforts in settlement of outstanding balance with relevant customers; partially offset by a decrease in trade payables of RMB55.2 million, primarily due to our efforts in settlement of outstanding balance with relevant suppliers. The amount was further adjusted by non-cash items, primarily including depreciation of property, plant and equipment of RMB8.4 million; partially offset by income tax credit of RMB11.1 million.

Net cash used in operating activities was RMB133.2 million in 2022. The difference between our loss for the year of RMB25.1 million and the net cash used in operating activities was mainly due to movements in working capital, including (i) an increase in trade and notes receivables of RMB278.6 million, (ii) an increase in inventories of RMB43.5 million; partially offset by (i) an increase in trade payables of RMB161.2 million, and (ii) an increase in accruals and other payables of RMB14.1 million; all primarily due to our business growth and the large number of sales orders in the fourth quarter of 2022. The amount was further offset by non-cash items, primarily including (i) finance costs of RMB12.9 million, and (ii) depreciation of property, plant and equipment of RMB7.8 million.

As of March 31, 2025, our net cash used in operating activities was RMB67.9 million in the three months ended March 31, 2025. To improve our net operating cash outflow position, we have implemented various measures to reduce operating expenses. Our operating expenses as a percentage of revenue decreased from 41.8% in the three months ended March 31, 2024, to 23.1% in the same period of 2025. This improvement was due to our ability of leveraging economies of scale through expanded production volumes, which has allowed us to negotiate more favorable terms with suppliers and maximize facility utilization. For example, as our output has grown, fixed costs are spread over a larger base, reducing per-unit expenses and enhancing profitability while maintaining competitive pricing. Additionally, ongoing automation efforts at our Xuancheng factory enabled us to optimize staffing and eliminate 16 positions in the three months ended March 31, 2025, with plans to dynamically adjust headcount further as automation progresses.

  • 20 -

SUMMARY

Our targeted cost-reduction initiatives also extend to research and development as well as customer support functions. We have strategically shifted R&D talent recruitment to lower-cost regions outside of Shanghai, including establishing a dedicated R&D team for home smart energy storage products in Wuxi, where compensation levels are significantly lower. This approach has helped us balance innovation with cost management. As for customer support, we are investing in digital transformation by integrating AI robot services with human agents, increasing automation for inter-system tasks, and relocating certain support roles to regions with lower compensation. These measures are designed to reduce manual workload, streamline administrative tasks, and control customer service costs without sacrificing service quality. Furthermore, to boost marketing efficiency, we are deploying AI tools to automate the creation of promotional materials and have implemented a budgeting, review, and tracking system to monitor campaign effectiveness.

We plan to enhance our budget management to control administrative expenses. By setting a reasonable budget plan and monitoring and adjusting the budget execution, costs can be kept within a reasonable range. We currently set the administrative budget at the beginning of each year, approved by management and the finance department, which can also adjust it periodically based on our operational situation to strictly prevent cost overruns.

KEY FINANCIAL RATIOS

The following table sets forth certain of our key financial ratios for the years indicated.

Year Ended/As of December 31, Three Months Ended/As of March 31,
2022 2023 2024 2025
Gross profit margin(1) 20.4% 20.5% 14.9% 16.5%
Current ratio(2) 139.5% 124.3% 88.8% 90.7%
Gearing ratio(3) 82.2% 108.0% 821.1% 900.3%

Notes:
(1) Gross profit margin equals gross profit divided by revenue for the year.
(2) Current ratio equals current assets divided by current liabilities as of the end of the period.
(3) Gearing ratio equals total debt divided by our total equity as of the end of the period. Total debt includes lease liabilities and borrowings. For details, see Consolidated Statements of Changes in Equity on pages I-11 to I-15 of the Accountant's Report included in Appendix I.

Our gross profit margin reached 20.4%, 20.5%, 14.9% and 16.5% in 2022, 2023, 2024, and March 31, 2025, respectively. The gross profit in 2022 and 2023 remained relatively stable at 20.4% and 20.5%, respectively. The decrease from 20.5% in 2023 to 14.9% in December 31, 2024 was primarily due to price reduction pressures from the market, which we accepted to maintain our competitive position.


SUMMARY

Our current ratio reached 139.5%, 124.3%, 88.8% and 90.7% as of December 31, 2022, 2023, 2024, and March 31, 2025, respectively. Such decrease during the Track Record Period was mainly driven by increase in the borrowings adjusted based on our operation need.

Our gearing ratio reached 82.2%, 108.0%, 821.1% and 900.3% as of December 31, 2022, 2023 and 2024, and March 31, 2025, respectively. The increase was mainly driven by the decrease in our total equity and the increase in the borrowings as adjusted based on our operation need.

For details, see "Financial Information — Key Financial Ratios."

BUSINESS SUSTAINABILITY AND PATH TO PROFITABILITY

We were loss-making during the Track Record Period. The following table sets forth certain financial data during the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB RMB RMB RMB RMB
(in thousands, except for percentages) (unaudited)
Revenue 697,060 670,733 593,408 155,702 217,102
Gross profit 142,074 137,534 88,575 35,339 35,784
Gross profit margin 20.4% 20.5% 14.9% 22.7% 16.5%
Operating expenses (155,409) (205,221) (274,168) (65,104) (50,204)
Net loss (25,147) (58,116) (235,897) (31,500) (17,078)
Net loss margin (3.6)% (8.7)% (39.8)% (20.2)% (7.9)%
Adjusted loss (Non-IFRS financial measure) (18,839) (52,333) (213,993) (17,244) (15,703)
Adjusted loss margin (Non-IFRS financial measure) (2.7)% (7.8)% (36,1)% (11.1)% (7.2)%
Net cash used in operating activities (133,215) (27,071) (115,574) (52,300) (67,924)

Reasons for Historical Loss

Our net losses incurred during the Track Record Period were primarily attributable to the following reasons:

  • Fluctuations in average selling prices and gross profit margin influenced by market dynamics.
  • Increased cost of sales and operating expenses.

SUMMARY

Path to Profitability

We are navigating a path to profitability, anchored in a dynamic revenue model and rigorous cost management that allows us to maximize profitability within the burgeoning EV home charging sector. Facing intense market competition, we are strategically reducing prices to expand our market share and maintain our leadership position. This approach has led to lower prices and higher sales volume, with our total revenue being influenced by these dynamics. As a key player in the market, our primary goal is to remain resilient through this phase, outlasting competitors and capturing a larger market share. Once the competitive landscape stabilizes, we will focus on improving our gross margins. We are pursuing higher gross profit margins by expanding into selected overseas markets and retail channels, as well as developing advanced products with higher gross profit margin and strong revenue potential. Specifically, we will focus our efforts to achieve profitability through the following:

  • Proactively seizing industry trends and capturing diversified revenue opportunities amid challenging market conditions

  • Rapid growth in retail sales of EV chargers. We have achieved significant growth in retail sales of EV chargers through effective marketing and multi-channel distribution, particularly via e-commerce platforms, and remain focused on driving revenue growth and improving gross profit margins through continued expansion domestically and internationally.

  • Rapid expansion in overseas markets. We are capitalizing on the growing global demand for EV chargers by expanding into selected overseas markets, with a focus on localized manufacturing, strategic collaborations, and establishing strong international sales and service networks. These efforts aim to accelerate overseas revenue growth and position us as a leader in rapidly growing EV markets worldwide.

  • Steady growth in sales volume to domestic automakers. Despite efforts to improve production efficiency and negotiate material prices, we face challenges in the domestic automaker market, including pricing pressure and in-house EV charger manufacturing, prompting us to diversify revenue sources and reduce reliance on domestic automaker sales. However, by leveraging long-term relationships with domestic automakers and offering quality products and reliable services, we aim to strengthen these partnerships and drive increased sales volume.

  • New products and services to drive long-term growth. We have introduced EV charging robots and Energy Management System (EMS) solutions to enhance EV home charging, driving growth and higher margins. These innovations will further increase efficiency, revenue, and profitability.

  • 23 -


SUMMARY

  • Efficient Management of Cost of Sales
  • We are focusing on reducing the cost of sales by increasing automation, optimizing workforce flexibility, and sourcing cost-effective materials without compromising quality, all aimed at improving cost efficiency and supporting long-term profitability.

  • Efficient management of operating expenses

  • R&D investment to support long-term growth. We plan to increase R&D expenses to support the second growth curve and the long-term growth, but expect R&D expenses as a percentage of total revenue to decrease in the long run as a result of our cost management efforts.
  • Optimization of sales and marketing efficiency. Our substantial investments in sales and marketing have led to increased sales and market share in the past, and future efforts will focus on assessing the impact and efficiency of our sales and marketing activities, and taking rigorous improvement measures.
  • Reduction of general and administrative expenses. We anticipate a continued decrease in general and administrative expenses as a percentage of revenue, driven by economies of scale, where increased sales volume allows us to spread fixed overhead costs over a larger revenue base, and the digitization of operations, which improves efficiency and reduces administrative overhead.

For details, see “Financial Information,” and “Business — Business Sustainability and Path to Profitability.”

Working Capital

As of March 31, 2025, we had RMB146.2 million in cash and cash equivalents. Taking into account the estimated net proceeds from the Global Offering, cash and cash equivalents on hand, available banking facilities and cash flows from our operations, the Directors believe that our Group has sufficient working capital for our present requirements and for the next 12 months from the date of this Prospectus.

For details, see “Financial Information — Liquidity and Capital Resources — Working Capital.”


SUMMARY

GLOBAL OFFERING STATISTICS

All statistics in the following table are based on the assumptions that (i) the Global Offering has been completed and 5,978,900 H Shares are issued pursuant to the Global Offering; and (ii) the Over-Allotment Option is not exercised.

Based on the Offer Price of HK$66.92 per Offer H Share Based on the Offer Price of HK$83.63 per Offer H Share
Market capitalization of our Shares^{(1)} HK$4,001 million HK$5,000 million
Unaudited pro forma adjusted net tangible assets per Share^{(2)} HK$6.56 HK$8.17

Notes:

(1) The calculation of market capitalization is based on 59,788,807 Shares expected to be in issue immediately after completion of the Global Offering (assuming the Over-Allotment Option is not exercised).

(2) The unaudited pro forma adjusted net tangible asset per H Share is arrived at after the adjustments referred to in Appendix II to this Prospectus.

OUR SHAREHOLDING STRUCTURE

Our Controlling Shareholders

Immediately prior to the Global Offering, our Company is owned by Dr. Huang (i) directly as to approximately 27.99%, and (ii) indirectly through Tongdu E-Commerce as to approximately 15.40%, Tongdu Intelligent as to approximately 4.03% and Tongdu Technology, the Employee Incentive Platform, as to approximately 0.28%. Dr. Huang, our Founder, chairman of the Board and Executive Director, is the sole general partner of each of Tongdu E-Commerce and Tongdu Intelligent, and controls the sole general partner of Tongdu Technology, namely Tongdu Enterprise. He is responsible for the day-to-day management and exercise of the voting rights attaching to the Shares held by each of Tongdu E-Commerce, Tongdu Intelligent and Tongdu Technology. As such, each of Tongdu E-Commerce, Tongdu Intelligent, Tongdu Technology and Tongdu Enterprise is a close associate of Dr. Huang. Ms. Liu is the spouse of Dr. Huang and is the other shareholder of Tongdu Enterprise. Therefore Dr. Huang, Ms. Liu and these entities controlled by Dr. Huang form a group of Controlling Shareholders of our Company for the purpose of the Listing Rules. As of the Latest Practicable Date, the group of Controlling Shareholders were in aggregate entitled to control the exercise of approximately 47.70% of the voting rights of our Company.


SUMMARY

Immediately following the completion the Global Offering, the group of Controlling Shareholders will be, in aggregate entitled to control the exercise of approximately 42.93% of the voting rights (assuming the Over-Allotment Option is not exercised) or approximately 42.30% of the voting rights (assuming the Over-Allotment Option is exercised in full) of our Company and thus remain as a group of Controlling Shareholders.

Pre-IPO Investments

We conducted multiple series of Pre-IPO Investments with the Pre-IPO Investors, including but not limited to, Anhui Zhongding, Jingzhou Zhida, Shanghai China Power Investment, Jintong Capital, BYD, etc. For further details of the identity and background of the Pre-IPO Investors and the principal terms of the Pre-IPO Investments, see “History, Development and Corporate Structure — Pre-IPO Investments.”

NO MATERIAL ADVERSE IMPACT OF COVID-19

The outbreak of COVID-19 impacted China and the world from early 2020 to early 2023. In order to contain the virus, precautionary and control measures were implemented in regions affected by the pandemic. As a result, the COVID-19 pandemic posed challenges in respect of our product and service offerings in China and overseas markets, as transportation restrictions and reduced mobility during this period indirectly affected our and certain of our business partners’ operations. Despite such impact, our corporate operations, product development, production and sales were not suspended and we achieved an increase in revenue by 94.9% from RMB357.6 million in 2021 to RMB697.1 million in 2022. Only our Shanghai headquarters operated remotely in compliance with government lockdown requirements, for approximately two months in 2022. Our factories in Anhui Province continued normal operations without interruption, and we experienced no supply chain shortages. We did not encounter any material adverse impact on our business operations caused by the COVID-19 pandemic during the Track Record Period, and we expect that our business will not be disrupted in the long run. Since December 2022, economic activities have begun to recover and returned to normal nationwide since January 2023. Based on the foregoing, our Directors are of the view that the COVID-19 pandemic did not have or is not expected to have any material adverse impact on our business and results of operations during the Track Record Period and up to the Latest Practicable Date.

APPLICATION FOR LISTING ON THE STOCK EXCHANGE

We have applied to the Stock Exchange for the granting of the listing of, and permission to deal in, the H Shares in issue and to be issued pursuant to the Global Offering (including any Shares which may be issued pursuant to the exercise of the Over-Allotment Option); and the H Shares to be converted from the Unlisted Shares. Our listing application is made on the basis that, among other things, we satisfy the market capitalization/revenue test under Rule 8.05(3) of the Listing Rules with reference to: (i) our revenue for the year ended December 31, 2024, which exceeded HK$500 million; and (ii) our expected market capitalization at the time of Listing, which, based on the low-end of the indicative Offer Price range, exceeds HK$4 billion.

  • 26 -

SUMMARY

DIVIDEND

No dividend was paid or declared by us or any of our subsidiaries since our incorporation. After the Track Record Period and up to the date of this Prospectus, we did not declare any dividends to our Shareholders.

We do not maintain a formal dividend policy or have a fixed dividend distribution ratio, and we may distribute dividends by way of cash or by other means that our Board considers appropriate. Any proposed distribution of dividends is subject to the discretion of our Board and the approval of our Shareholders. Pursuant to the Articles of Association, our Board may recommend a distribution of dividends in the future after taking into account our results of operations, financial condition, operating requirements, capital requirements, Shareholders' interests and any other conditions that our Board may deem relevant. We cannot assure you that we will be able to distribute dividends of the above amount or any amount, or at all, in any year. The declaration and payment of dividends may also be limited by legal restrictions and by loan or other agreements that our Company and our subsidiaries have entered into or may enter into in the future. Under PRC law, dividends may be paid only out of distributable profit, which is our profit as determined under PRC GAAP or IFRS, whichever is lower, less any recovery of accumulated losses and appropriations to statutory and other reserves that we are required to make. We may not have sufficient or any distributable profit to enable us to make dividend distributions to our Shareholders, including in years in which we are profitable. As advised by our PRC Legal Advisor, dividends may not be distributed while we have accumulated losses. For details, see "Risk Factors — Risks Related to Doing Business in the Country where We Mainly Operate in — Payment of dividends is subject to restrictions under PRC law." In addition, our ability to distribute dividends in the future also depends on whether we can receive dividends from our subsidiaries.

For details, see "Financial Information — Dividend."

FUTURE PLANS AND USE OF PROCEEDS

We estimate that we will receive net proceeds of HK$375.0 million after deducting underwriting fees and commissions and estimated offering expenses payable by us in the Global Offering, assuming no Over-allotment Option is exercised and based on the indicative offer price of HK$75.27 per Offer Share, being the mid-point of the offer price. Based on the same indicative offer price, the additional net proceeds that we would receive if the Over-allotment Option were exercised in full would be HK$65.5 million.

  • Approximately 38.0% (HK$142.5 million) of the net proceeds is expected to be used for our overseas expansion.
  • Approximately 36.5% (HK$136.9 million) of the net proceeds is expected to be used for research and development to enrich our product and service offerings, enhance our digital platform and research and development capabilities.

  • 27 -


SUMMARY

  • Approximately 10.0% (HK$37.5 million) of the net proceeds is expected to be used for mergers or acquisitions activities to enhance our capabilities in providing energy management services.
  • Approximately 5.5% (HK$20.6 million) of the net proceeds is expected to be used for upgrading existing production facilities and equipment in our Xuancheng factory to accommodate products designed for new vehicle types and emerging use scenarios.
  • Approximately 10.0% (HK$37.5 million) of the net proceeds is expected to be used for general corporate purposes, including working capital needs.

For details, see “Future Plans and Use of Proceeds.”

LISTING EXPENSES

Based on the mid-point Offer Price of HK$75.27 (being the mid-point of our Offer Price range of HK$66.92 to HK$83.63 per Offer Share), the total listing expenses (including underwriting commissions) payable by our Company are estimated to be approximately HK$75.0 million (equivalent to approximately RMB68.7 million), assuming the Over-Allotment Option is not exercised, representing 16.3% of the gross proceeds from this Global Offering. These listing expenses mainly comprise professional fees paid and payable to the professional parties, and commissions payable to the Underwriters, for their services rendered in relation to the Listing and the Global Offering. The following table sets forth a breakdown of the listing expenses for the Global Offering based on the mid-point Offer Price of HK$75.27.

| Listing Expenses | Based on an Offer Price of HK$75.27
(HKD in thousands) |
| --- | --- |
| Underwriting related expense | 13,538 |
| Non-underwriting related expense | 61,505 |
| Legal and audit expenses | 40,990 |
| Other expenses | 20,514 |
| Total | 75,043 |

As of March 31, 2025, we have incurred listing expenses of RMB37.6 million (equivalent to approximately HK$41.1 million) for the Global Offering of which RMB28.1 million (equivalent to approximately HK$30.8 million) was recognized in our consolidated statements of comprehensive (loss)/income during the Track Record Period, and RMB9.5 million (equivalent to approximately HK$10.3 million) was recognized as listing expenses directly attributable to the issue of shares and will be deducted from equity upon Listing. We estimate that an additional listing expenses of RMB31.1 million (including underwriting commissions of RMB12.3 million (equivalent to approximately HK$13.5 million), assuming the Over-Allotment Option is not exercised and based on an Offer Price of HK$75.27 per Offer Share),


SUMMARY

accounting for 6.9% of our gross proceeds, will be further incurred by us, of which RMB22.3 million (equivalent to approximately HK$24.4 million) is expected to be charged to our consolidated statement of comprehensive (loss)/income and RMB8.8 million (equivalent to approximately HK$9.6 million) is expected to be charged against equity upon the Listing.

For details, see “Financial Information — Listing Expenses.”

NON-COMPLIANCE

During the Track Record Period and up to the Latest Practicable Date, we did not have any non-compliance incidents which our Directors believe would, individually or in the aggregate, have a material operational or financial impact on our business as a whole.

As advised by our PRC Legal Advisor, during the Track Record Period and up to the Latest Practicable Date, we had complied with the applicable laws and regulations in all material aspects.

During the Track Record Period and up to the Latest Practicable Date, we had not been subject to any material product recall and return.

For details, see “Business — Legal Proceedings and Non-Compliance” and “Business — Properties.”

RELIANCE ON A LIMITED NUMBER OF CUSTOMERS

In 2022, 2023 and 2024, and the three months ended March 31, 2025, the aggregate revenues generated from our five largest customers in each period were RMB459.3 million, RMB466.9 million, RMB333.1 million and RMB116.2 million, representing 65.8%, 69.6%, 56.1% and 53.5% of our revenues, respectively. We actively nurture our relationships with top customers by continuously innovating and enhancing our product and service offerings, maintaining our lead in the EV home charging sector. Dedicated account managers facilitate regular communication, making customers feel valued and providing insights for product and operational improvements based on their feedback. This approach, emphasizing transparency and reliability, has fostered long-term partnerships with our top customers, contributing to our business's ongoing success. For risks related to customer concentration, please see “Risk Factors — Risks Related to Our Business and Industry — A limited number of customers accounted for a substantial portion of our revenue during the Track Record Period. Any decreases in our future sales to them could adversely affect our business, results of operations, financial condition and prospects.”

  • 29 -

SUMMARY

Substantially all of our top five customers during the Track Record Period are automakers, and all of them remain as our current customers. We generally do not enter into exclusive agreements with automakers for supplying EV home chargers. During the Track Record Period, the number of automakers that were our customers remained steady at 20, 19, 21 and 23 in 2022, 2023, 2024 and the three months ended March 31, 2025, respectively. The customer retention rate was 100.0%, 80.0%, 100.0% and 95.2% in 2022, 2023, 2024 and the three months ended March 31, 2025, respectively.

We believe our relationships with our top five customers are unlikely to experience any material adverse change or termination. According to Frost & Sullivan, EV automakers typically bundle home EV chargers as either standard or optional configurations, integrating charger providers like our company into their sales and service ecosystems. EV automakers maintain rigorous supplier selection standards, requiring bidding suppliers in the home EV charger industry to have at least two to five years of proven business operations in the EV home charging solution market, and only those meeting strict criteria in technical capability, product quality, production capacity, safety compliance, and service quality are selected. The number of charger suppliers admitted to the qualified supplier list of an EV brand rarely exceeds five. This integrated, selective partnership model strengthens our business ties and significantly reduces the risk of any material adverse changes or termination in our relationships with leading automaker customers. We believe that we have built long-standing, strategic partnerships with our top five customers, upheld by our product quality and service standards. Our products and services are integrated into customers' operations, resulting in significant switching costs and operational risks for customers seeking to replace us.

Despite a stable relationship with our top customers, we are broadening our customer base and lessening our dependency on a few key clients by diversifying into e-commerce and distribution since 2020 and developing new product categories like automatic EV charging robots and home smart energy storage products, aiming for revenue diversification and reduced customer concentration. See also "Business — Our Customers."

Mainly due to leading automakers' ability to negotiate for longer settlement period before we invoice them and longer credit period in practice as a result of their substantial purchase amounts and industry influence, our average trade receivable turnover days amounted to 194, 248, 231 and 163 days in 2022, 2023, 2024, and the three months ended March 31, 2025. For more information, please see "Financial Information — Discussion of Selected Items from the Consolidated Statements of Financial Position — Assets — Trade and Notes Receivables."

NO MATERIAL ADVERSE CHANGE

Our Directors confirm that up to the date of this Prospectus, there has been no material adverse change in our financial, operational, or trading position, indebtedness, mortgage, contingent liabilities, guarantees or prospects since March 31, 2025, being the end of the period reported on the Accountant's Report included in Appendix I; and there has been no event since March 31, 2025 which would materially affect the information shown in the Accountant's Report set out in Appendix I to this Prospectus.


SUMMARY

RECENT DEVELOPMENT

According to the unaudited management accounts, in the four months ended July 31, 2025 subsequent to the Track Record Period, we sold approximately 178.6 thousand EV home chargers and completed approximately 156.9 thousand installation and after-sales service tasks. Approximately 15% of our revenue were generated overseas during the same period. Meanwhile, the average selling price of our sales products and provision of services and our gross profit margin remained stable at around the same level as in the three months ended March 31, 2025. In addition, in the four months ended July 31, 2025 subsequent to the Track Record Period, we have secured orders for sales of our EV chargers to Thailand, Indonesia and Qatar. Our retail sales on Amazon overseas grew during the same period. Furthermore, for our EV charging robots, we obtained 10 additional contracts subsequent to the Track Record Period, with a total contract value of RMB5.5 million.

We expect to incur net losses and net operating cash outflows for the year ending December 31, 2025, mainly because we expect to continually ramp up our business in the year ending December 31, 2025 to further expand our sales channels and develop innovative products, and despite our continued efforts in improving our operational efficiency and gross margin during the Track Record Period, our net margins are expected to be adversely affected by a number of factors including: (i) we may continue to experience pricing pressure from EV automakers, who often possess greater bargaining power and may engage in price wars; (ii) significant sales and marketing expenses and research and development expenses and (iii) listing expenses. We have implemented a range of measures to enhance our profitability, including reducing our reliance on automakers, expanding our presence in retail and overseas markets, and focusing on the development of innovative, high-margin products such as EV charging robots. For details on underlying reasons for historical losses and our concrete plan for path to profitability, see "Business — Business Sustainability and Path to Profitability."

We lost a bid for sales of home EV chargers to Customer B in June 2023. Although we subsequently secured a new bid with Customer B in 2024, deliveries were postponed until 2025 due to changes within Customer B's tendering department, including personnel and planning adjustments. For the project awarded in 2024 (with delivery scheduled for 2025), a total of 81,434 units have been ordered, amounting to RMB22.0 million.

  • 31 -

DEFINITIONS

In this Prospectus, unless the context otherwise requires, the following terms and expressions have the meanings set forth below. Certain other terms are explained in the section headed “Glossary of Technical Terms” in this Prospectus.

“affiliate”
with respect to any specified person, any other person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person

“AFRC”
the Accounting and Financial Reporting Council of Hong Kong

“AIC”
Administration of Industry & Commerce (工商行政管理機關) of the PRC (now known as the Administration for Market Regulation (市場監督管理局)) or, where the context so requires, the State Administration for Industry & Commerce of the PRC (中華人民共和國工商行政管理總局) or its delegated authority at the provincial, municipal or other local level

“Anhui Zhongding”
Anhui Zhongding Sealing Parts Co., Ltd. (安徽中鼎密封件股份有限公司), a joint stock company established in the PRC on October 23, 1998, and our Pre-IPO Investor

“Anqing Zhida”
Anqing Zhida Intelligent Charging Equipment Co., Ltd.* (安慶摯達智能充電設備有限公司), a limited liability company incorporated under the laws of the PRC on August 18, 2021, and a directly wholly-owned subsidiary of our Company

“Articles of Association” or “Articles”
the articles of association of our Company, as amended, which shall become effective on the Listing Date, a summary of which is set out in Appendix III

“associate(s)”
has the meaning ascribed thereto under the Listing Rules

“Audit Committee”
the audit committee of the Board

“Board” or “Board of Directors”
the board of Directors

“Business Day”
a day on which banks in Hong Kong are generally open for normal business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong

  • 32 -

DEFINITIONS

“Capital Market Intermediaries” or “Capital Market Intermediary(ies)” or “CMI(s)” the capital market intermediaries participating in the Global Offering and has the meaning ascribed thereto under the Listing Rules
“CCASS” the Central Clearing and Settlement System established and operated by HKSCC
“China” or “PRC” the People’s Republic of China which, for the purpose of this Prospectus and for geographical reference only, excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
“Companies (Winding Up and Miscellaneous Provisions) Ordinance” the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“Company,” “our Company” or “the Company” Shanghai Zhida Technology Development Co., Ltd. (上海摯達科技發展股份有限公司), a joint stock limited liability company established in the PRC on September 29, 2022, or, where the context requires (as the case may be), its predecessor, Shanghai Zhida Technology Development Co., Ltd. (上海摯達科技發展有限公司), a company established in the PRC with limited liability on November 25, 2010
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“connected transaction(s)” has the meaning ascribed thereto under the Listing Rules
“Controlling Shareholder(s)” has the meaning ascribed thereto under the Listing Rules and unless the context otherwise requires, refers to Dr. Huang, Ms. Liu, Tongdu E-Commerce, Tongdu Intelligent, Tongdu Technology and Tongdu Enterprise. See “Relationship with Our Controlling Shareholders”
  • 33 -

DEFINITIONS

“Conversion of Unlisted Shares into H shares” the conversion of 53,809,907 Unlisted Shares into H Shares on a one-for-one basis upon the completion of Global Offering, as described in further detail in “Share Capital”
“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1 to the Listing Rules
“CSDC” China Securities Depositary and Clearing Corporation Limited (中國證券登記結算有限責任公司)
“CSRC” the China Securities Regulatory Commission (中國證券監督管理委員會)
“Director(s)” the director(s) of our Company
“Dr. Huang” Dr. Huang Zhiming (黃志明), our founder, chairman of the Board, Executive Director, chief executive officer, and our Controlling Shareholder
“EAR” the Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security, which is codified at 15 C.F.R. §§ 730-774
“EIT” enterprise income tax
“EIT Law” Enterprise Income Tax Law of the PRC (中華人民共和國企業所得稅法)
“Exchange Participant” a person (a) who, in accordance with the Rules of the Stock Exchange, may trade on or through the Stock Exchange; and (b) whose name is entered in a list, register or roll kept by the Stock Exchange as a person who may trade on or through the Stock Exchange
“Extreme Conditions” any extreme conditions or events, the occurrence of which will cause interruption to the ordinary course of business operations in Hong Kong and/or that may affect the Global Offering

– 34 –


DEFINITIONS

“FINI”
“Fast Interface for New Issuance”, the online platform operated by HKSCC that is mandatory for admission to trading and, where applicable, the collection and processing of specified information on subscription in and settlement for the Listing

“General Rules of HKSCC”
the terms and conditions regulating the use of HKSCC’s services, as may be amended or modified from time to time and where the context so permits, shall include the HKSCC Operational Procedures

“Global Offering”
the Hong Kong Public Offering and the International Offering

“Group,” “our Group,” “we” or “us”
our Company and its subsidiaries, or any one of them as the context may require, and where the context requires, the businesses operated by our Company and/or its subsidiaries and their predecessors (if any)

“H Share(s)”
ordinary share(s) in the share capital of our Company with a nominal value of RMB1.00 each, which is/are to be subscribed for and traded in HK dollars and to be listed on the Stock Exchange

“H Share Registrar”
Computershare Hong Kong Investor Services Limited

“HKSCC”
Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited

“HKSCC EIPO”
the application for the Hong Kong Offer Shares to be issued in the name of HKSCC Nominees and deposited directly into CCASS to be credited to your designated HKSCC Participant’s stock account through causing HKSCC Nominees to apply on your behalf, including by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf

“HKSCC Nominees”
HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC

– 35 –


DEFINITIONS

"HKSCC Operational Procedures"
the operational procedures of HKSCC, containing the practices, procedures and administrative or other requirements relating to HKSCC's services and the operations and functions of CCASS, FINI or any other platform, facility or system established, operated and/or otherwise provided by or through HKSCC, as from time to time in force

"HKSCC Participant"
a participant admitted to participate in CCASS as a direct clearing participant, a general clearing participant or a custodian participant

"Hong Kong" or "HK"
the Hong Kong Special Administrative Region of the PRC

"Hong Kong dollars" or "HK dollars" or "HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong Offer Shares"
the 597,900 H Shares offered by us for subscription at the Offer Price pursuant to the Hong Kong Public Offering (subject to reallocation as described in the section headed "Structure of the Global Offering")

"Hong Kong Public Offering"
the offering of the Hong Kong Offer Shares for subscription by the public in Hong Kong (subject to reallocation as described in the section headed "Structure of the Global Offering") at the Offer Price (plus brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy), on and subject to the terms and conditions described in the section headed "Structure of the Global Offering"

"Hong Kong Underwriters"
the underwriters listed in the paragraph headed "Hong Kong Underwriters" in the section headed "Underwriting," being the underwriters of the Hong Kong Public Offering

  • 36 -

DEFINITIONS

“Hong Kong Underwriting Agreement”

the underwriting agreement dated September 29, 2025 relating to the Hong Kong Public Offering entered into by our Company, Dr. Huang, Ms. Liu, Tongdu Enterprise, the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators and the Hong Kong Underwriters, as further described in “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Hong Kong Underwriting Agreement”

“Huangshan Zhida”

Huangshan Zhida Intelligent Equipment Co., Ltd.* (黄山摯達智能設備有限公司), a limited liability company incorporated under the laws of the PRC on May 20, 2025, and a directly wholly-owned subsidiary of our Company

“IFRS”

the International Financial Reporting Standards, which include standards, amendments and interpretations promulgated and issued by International Accounting Standards Board and the International Accounting Standards

“Independent Third Party(ies)”

any entity(ies) or person(s) which/who, to the best knowledge of our Directors having made due and careful enquiries, is/are not a connected person of our Company within the meaning of the Listing Rules

“International Offer Shares”

the 5,381,000 H Shares initially offered by our Company pursuant to the International Offering (subject to reallocation as described in the section headed “Structure of the Global Offering”) together with any additional H Shares which may be allotted and issued by our Company pursuant to the exercise of the Over-allotment Option

“International Offering”

the conditional placing of the International Offer Shares by the International Underwriters at the Offer Price outside the United States in offshore transactions in reliance on Regulation S on and subject to the terms and conditions of the International Underwriting Agreement, as further described in the section headed “Underwriting — International Offering”

“International Underwriter(s)”

the underwriter(s) who is/are expected to enter into the International Underwriting Agreement to underwrite the International Offering

  • 37 -

DEFINITIONS

"International Underwriting Agreement" the underwriting agreement relating to the International Offering expected to be entered into on or about October 8, 2025, by our Company, Dr. Huang, Ms. Liu, Tongdu Enterprise, the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators and the International Underwriters, as further described in "Underwriting — International Offering"
"Jingzhou Zhida" Jingzhou Zhida Electric Vehicle Co., Ltd.* (荊州智達電動汽車有限公司), a company established in the PRC with limited liability on November 29, 2017, and our Pre-IPO Investor
"Joint Bookrunners" the joint bookrunners as named in the section headed "Directors, Supervisors and Parties Involved in the Global Offering"
"Joint Global Coordinators" the joint global coordinators as named in the section headed "Directors, Supervisors and Parties Involved in the Global Offering"
"Joint Lead Managers" the joint lead managers as named in the section headed "Directors, Supervisors and Parties Involved in the Global Offering"
"Latest Practicable Date" September 22, 2025 being the latest practicable date for the purpose of ascertaining certain information contained in this Prospectus prior to its publication
"Listing" listing of the H Shares on the Main Board of the Stock Exchange
"Listing Committee" the Listing Committee of the Stock Exchange
"Listing Date" the date, expected to be on or about Friday, October 10, 2025, on which our H Shares are listed and from which dealings therein are permitted to take place on the Stock Exchange
"Listing Rules" or "Hong Kong Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
  • 38 -

DEFINITIONS

"Main Board"
the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with Growth Enterprise Market of the Stock Exchange

"MIIT"
Ministry of Industry and Information Technology of the PRC (中華人民共和國工業和信息化部)

"Ministry of Finance" or "MOF"
Ministry of Finance of the PRC (中華人民共和國財政部)

"MOFCOM"
Ministry of Commerce of the PRC (中華人民共和國商務部)

"Ms. Liu"
Liu Jing (劉靜), the spouse of Dr. Huang, and a Controlling Shareholder

"NDRC"
National Development and Reform Commission of the PRC (中華人民共和國國家發展和改革委員會)

"Nomination Committee"
the nomination committee of the Board

"Offer Price"
the final offer price per Offer Share (exclusive of brokerage fee of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and 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"

"Offer Share(s)"
the Hong Kong Offer Shares and the International Offer Shares, with any additional H Shares which may be allotted and issued pursuant to the exercise of the Over-allotment Option

"Overall Coordinators"
the overall coordinators as named in the section headed "Directors, Supervisors and Parties Involved in the Global Offering"

"Overseas Listing Trial Measures"
The Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) promulgated by the CSRC on February 17, 2023 and effective from March 31, 2023, and the relevant supporting guidelines promulgated by the CSRC from time to time

– 39 –


DEFINITIONS

“Over-allotment Option” the option granted by us to the International Underwriter(s), exercisable by the Overall Coordinators (for themselves and on behalf of the International Underwriters) pursuant to the International Underwriting Agreement, to require our Company to allot and issue up to an aggregate of 896,800 additional H Shares at the Offer Price, representing approximately 15% of the Offer Shares initially available under the Global Offering, to cover, among other things, over-allocations in the International Offering, if any, exercisable at any time from the date of the International Underwriting Agreement up to (and including) the date which is the 30th day from the last day for lodging of applications under the Hong Kong Public Offering

“PBOC” People’s Bank of China (中國人民銀行), the central bank of the PRC

“PRC Company Law” Company Law of the People’s Republic of China (中華人民共和國公司法), as amended, supplemented or otherwise modified from time to time

“PRC GAAP” generally accepted accounting principles in the PRC

“PRC Government” or “State” the central government of the PRC, including all governmental subdivisions (including provincial, municipal and other regional or local government entities) and instrumentalities

“PRC Legal Advisor” Commerce & Finance Law Offices, our legal advisor as to PRC laws

“PRC Securities Law” Securities Law of the PRC (中華人民共和國證券法), as amended, supplemented or otherwise modified from time to time

“Pre-IPO Investments” the investments in our Company undertaken by the Pre-IPO Investors, the details of which are set out in the section headed “History, Development and Corporate Structure”

“Pre-IPO Investor(s)” the pre-IPO investors as described in “History, Development and Corporate Structure — Pre-IPO Investments”

– 40 –


DEFINITIONS

“Price Determination Agreement” the agreement to be entered into by the Overall Coordinators (for themselves and on behalf of the Underwriters) and our Company on the Price Determination Date to record and fix the Offer Price

“Price Determination Date” the date, expected to be on or before Wednesday, October 8, 2025 (Hong Kong time) on which the Offer Price is determined, or such later time as the Overall Coordinators (for themselves and on behalf of the Underwriters) and our Company may agree, but in any event not later than 12:00 noon on Wednesday, October 8, 2025

“Prospectus” this Prospectus being issued in connection with the Hong Kong Public Offering

“Province” each being a province or, where the context requires, a provincial-level autonomous region or municipality under the direct supervision of the central government of the PRC

“Regulation S” Regulation S under the U.S. Securities Act

“Remuneration Committee” the remuneration committee of the Board

“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC

“SAFE” State Administration of Foreign Exchange of the PRC (中國國家外匯管理局)

“Sanming Xunda” Sanming Xunda New Energy Automobile City Operation Co., Ltd.* (三明訊達新能源汽車城市運營有限公司), a limited liability company incorporated under the laws of the PRC on March 30, 2016, and a non-wholly-owned subsidiary of our Company

“Sanming Zhida” Fujian Sanming Zhida Technology Co., Ltd.* (福建三明市摯達科技有限責任公司), a limited liability company incorporated under the laws of the PRC on January 27, 2022, and a directly wholly-owned subsidiary of our Company

“SAT” State Administration of Taxation of the PRC (國家稅務總局)

“Securities and Futures Ordinance” or “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

– 41 –


DEFINITIONS

"SFC"
Securities and Futures Commission of Hong Kong

"Shanghai China Power Investment"
Shanghai China Power Investment Ronghe New Energy Investment Management Center (Limited Partnership)* (上海中電投融和新能源投資管理中心(有限合夥)), a limited partnership established in the PRC on October 16, 2015, and our Pre-IPO Investor

"Shanghai-Hong Kong Stock Connect"
a securities trading and clearing links program developed by the Hong Kong Stock Exchange, Shanghai Stock Exchange, HKSCC and CSDC for the establishment of mutual market access between Hong Kong and Shanghai, including Southbound Trading and Northbound Trading

"Shanghai Zhida Auto Supply"
Shanghai Zhida Automotive Supply Sales Co., Ltd.* (上海摯達汽車用品銷售有限公司), a limited liability company incorporated under the laws of the PRC on June 5, 2025, and a directly wholly-owned subsidiary of our Company

"Shanghai Zhuangdaojia"
Shanghai Zhuangdaojia Network Technology Co., Ltd. (上海樁到家網絡科技有限公司), formerly known as Shanghai Zhida New Energy Automobile Public Supporting Development Co., Ltd. (上海摯達新能源汽車公共配套發展有限公司), a limited liability company incorporated under the laws of the PRC on September 15, 2015, and a directly wholly-owned subsidiary of our Company

"Share(s)"
ordinary share(s) in the share capital of our Company with a nominal value of RMB1.00 each

"Shareholder(s)"
holder(s) of the Share(s)

"Shenzhen-Hong Kong Stock Connect"
a securities trading and clearing links program to be developed by the Stock Exchange, Shenzhen Stock Exchange, HKSCC and CSDC for the establishment of mutual market access between Hong Kong and Shenzhen

"Shiji Guanghua"
Beijing Shiji Guanghua Management Consulting Co., Ltd. (北京世紀光華管理諮詢有限公司), a company established in the PRC with limited liability on November 17, 2023, and our Pre-IPO Investor

"Sole Sponsor"
the sole sponsor as named in the section headed "Directors, Supervisors and Parties Involved in the Global Offering"

  • 42 -

DEFINITIONS

“Stabilizing Manager” Shenwan Hongyuan Securities (H.K.) Limited
“State Council” the State Council of the PRC (中華人民共和國國務院)
“Stock Exchange” or “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules
“Supervisor(s)” member(s) of our Supervisory Committee
“Supervisory Committee” the supervisory committee of our Company
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC, as amended, supplemented or otherwise modified from time to time
“Tongdu E-Commerce” Shanghai Tongdu Electronic Commerce Center (Limited Partnership)* (上海同築電子商貿中心(有限合夥)), a limited partnership established in the PRC on September 14, 2015, one of our Controlling Shareholders
“Tongdu Enterprise” Shanghai Tongdu Enterprise Management Co., Ltd.* (上海同築企業管理有限責任公司), a company established in the PRC with limited liability on June 27, 2022, the general partner of Tongdu Technology, and one of our Controlling Shareholders
“Tongdu Intelligent” Shanghai Tongdu Intelligent Technology Partnership (Limited Partnership) (上海同築智能技術合夥企業(有限合夥), formerly known as Shanghai Tongdu Intelligent IoT Technology Partnership (General Partnership) (上海同築智能網聯技術合夥企業(普通合夥)), a limited partnership established in the PRC on February 23, 2018, and one of our Controlling Shareholders
“Tongdu Technology” or “Employee Incentive Platform” Shanghai Tongdu Technology Partnership (Limited Partnership)* (上海同築科技合夥企業(有限合夥)), a limited partnership established in the PRC on September 5, 2022, the pre-IPO employee incentive platform of our Group, and one of our Controlling Shareholders

– 43 –


DEFINITIONS

"Track Record Period" the financial years ended December 31, 2022, 2023 and 2024 and the three months ended March 31, 2025

"treasury shares" has the meaning ascribed thereto under the Listing Rules

"Underwriters" the Hong Kong Underwriters and the International Underwriters

"Underwriting Agreements" the Hong Kong Underwriting Agreement and/or the International Underwriting Agreement, as the context may require

"Unlisted Share(s)" ordinary share(s) issued by our Company, with a nominal value of RMB1.00 each, which is/are not listed on any stock exchange

"U.S." or "United States" the United States of America, its territories, its possessions and all areas subject to its jurisdiction

"U.S. dollar" or "US$" or "USD" United States dollar, the lawful currency of the United States

"U.S. Securities Act" the United States Securities Act of 1933, as amended and supplemented or otherwise modified from time to time, and the rules and regulations promulgated thereunder

"White Form eIPO" the application for Hong Kong Offer Shares to be issued in the applicant's own name by submitting applications online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk

"White Form eIPO Service Provider" Computershare Hong Kong Investor Services Limited

"Wuxi Zhida" Wuxi Zhida IOT Technology Co., Ltd.* (無錫摯達物聯科技有限公司), a limited liability company incorporated under the laws of the PRC on September 29, 2017, and a directly wholly-owned subsidiary of our Company

"ZD Energy" ZD Energy (Thailand) Co., Ltd., a limited liability company incorporated under the laws of Thailand on July 27, 2023, and a non-wholly owned subsidiary of our Company

– 44 –


DEFINITIONS

“ZD HK”
ZD Energy (Hong Kong) Limited, a limited liability company incorporated in Hong Kong on May 27, 2024 and a wholly-owned subsidiary of our Company

“ZD Singapore”
ZD Energy Pte. Ltd., a limited liability company incorporated under the laws of Singapore on July 7, 2022, and a wholly-owned subsidiary of our Company

“ZD Trading”
ZD Trading (Thailand) Co., Ltd., a limited liability company incorporated under the laws of Thailand on August 23, 2023, and a non-wholly owned subsidiary of our Company

“Zhida Chepin”
Wuxi Zhida Automotive Products Co., Ltd.* (無錫摯達車品有限公司), a limited liability company incorporated under the laws of the PRC on March 5, 2025, and an indirectly wholly-owned subsidiary of our Company

“Zhida Energy (Jiaxing)”
Zhida Smart Energy Technology (Jiaxing) Co., Ltd.* (摯達智慧能源科技(嘉興)有限公司), a limited liability company incorporated under the laws of the PRC on December 17, 2024, and a directly wholly-owned subsidiary of our Company

“Zhida Jidian”
Shanghai Zhida Mechanical and Electrical Engineering Co., Ltd.* (上海摯達機電工程有限公司), a limited liability company incorporated under the laws of the PRC on October 22, 2014, and a directly wholly-owned subsidiary of our Company

“Zhida Smart Trade”
Zhida Smart Trade (Jiaxing) Co., Ltd.* (摯達智慧貿易(嘉興)有限公司), a limited liability company incorporated under the laws of the PRC on April 3, 2025, and an indirectly wholly-owned subsidiary of our Company

“Zhida Technology”
Shanghai Zhida Technology Service Co., Ltd.* (上海摯達技術服務有限公司), a limited liability company incorporated under the laws of the PRC on July 7, 2008, and a directly wholly-owned subsidiary of our Company

“Zhida Zhongding”
Anhui Zhida Zhongding Automobile Charging Equipment Co., Ltd* (安徽摯達中鼎汽車充電設備有限公司), a limited liability company incorporated under the laws of the PRC on January 26, 2015, and a wholly-owned subsidiary of our Company

  • 45 -

DEFINITIONS

“Zhuhai Zhidingli”

Zhuhai Chongneng Zhidingli Equity Investment Partnership Enterprise (Limited Partnership)* (珠海充能拳鼎立股權投資合夥企業(有限合夥)), a limited partnership established in the PRC on October 21, 2024, and one of our Pre-IPO Investors

For ease of reference, the names of Chinese laws and regulations, governmental authorities, institutions, natural persons or other entities (including our subsidiary) have been included in this Prospectus in both the Chinese and English languages and in the event of any inconsistency, the Chinese versions shall prevail.

  • For identification purposes only

  • 46 -


GLOSSARY OF TECHNICAL TERMS

This glossary contains definitions of certain terms used in this Prospectus in connection with us and our business. Some of these may not correspond to standard industry definitions.

“AC” alternating current, an electric current which periodically reverses direction and changes its magnitude continuously with time

“CAGR” compound annual growth rate

“DC” direct current, an electric current which flows only in one direction

“EV” electric passenger vehicles

“EV home charging solutions” EV home charging solutions provided to households, including both product offerings and service offerings, providing a safe charging experience as well as efficient energy management

“GBT 31950” Integrity management system of enterprise, which prepared by State Administration for Market Regulation, Standardization Administration of the People’s Republic of China

“GBT 39604” Social responsibility management systems, which prepared by State Administration for Market Regulation, Standardization Administration of the People’s Republic of China

“GFA” gross floor area

“IATF16949” International technical specification of automotive industry quality management system, which prepared by IATF (International Automotive Task Force) and ISO (International Organization for Standardization)

“IoT” internet of things, the extension of internet connectivity into physical devices and everyday objects

“ISO 20000” International standard for information technology service management, which prepared by ISO (International Organization for Standardization)

– 47 –


GLOSSARY OF TECHNICAL TERMS

“ISO 20400” International standard focuses on sustainable procurement, guiding organizations to incorporate sustainability into their procurement processes, which prepared by ISO (International Organization for Standardization)
“ISO 22301” International standard for business continuity management systems, which prepared by ISO (International Organization for Standardization)
“ISO 27001” International standard for information security management systems, which prepared by ISO (International Organization for Standardization)
“ISO 27701” International standard providing guidance on establishing, implementing, maintaining and continually improving a Privacy Information Management System, which prepared by ISO (International Organization for Standardization)
“ISO 37001” International standard for anti-bribery management systems, which prepared by ISO (International Organization for Standardization)
“smart home EV chargers” EV chargers used in households incorporating technologies like the IoT, which can be controlled via dedicated mobile apps, allowing users to monitor and manage their EV home charging in real time. The benefits include convenience, efficiency, and enhanced safety for home charging. According to Frost & Sullivan, smart home EV charger is an industry term
“TILVA” TILVA Certification Technology (Shanghai) Co., LTD, an independent third-party certification body, registered by the State Administration for Industry and Commerce, approved by the National Certification and Accreditation Administration Committee (Approval Number: CNCA-R-2014-170), and accredited by the China National Accreditation Service for Conformity Assessment (Certificate Number: CNAS C167-P)
“PCB” printed circuit board, a medium used to connect or “wire” components to one another in a circuit

– 48 –


GLOSSARY OF TECHNICAL TERMS

"V2E"
vehicle-to-energy, the diversified digital energy services provided based on the business scenarios of bidirectional interaction between EV and energy sources, which effectively leverages the flexibility of EV power batteries connected to EV chargers as both controllable loads and mobile energy storage systems, and also integrates the energy sources of EV home users to establish a digital home energy ecosystem

"V2H"
vehicle-to-home, a technology that allows EVs to power homes by using the EV power batteries to store and transmit energy supplied from the grid or from renewable energy sources, such as photovoltaics, solar or wind power, which can then be used to power homes when needed, such as during a blackout or when electricity prices are high

"ZQHX"
ZQHX Certification Center Co., Ltd, a comprehensive certification service organization, approved by the China National Accreditation Service for Conformity Assessment and the Certification and Accreditation Administration of the People's Republic of China

  • 49 -

FORWARD-LOOKING STATEMENTS

We have included in this Prospectus forward-looking statements. Statements that are not historical facts, including but not limited to statements about our intentions, beliefs, expectations or predictions for the future, are forward-looking statements.

This Prospectus contains forward-looking statements and information relating to us and our subsidiary that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this Prospectus, the words “aim,” “anticipate,” “believe,” “could,” “expect,” “going forward,” “intend,” “may,” “ought to,” “plan,” “project,” “seek,” “should,” “will,” “would,” “vision,” “aspire,” “target,” “schedules,” and the negative of these words and other similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Such statements reflect the current views of our management with respect to future events, operations, liquidity and capital resources, some of which may not materialize or may change. These statements are subject to certain risks, uncertainties and assumptions, including the risk factors as described in this Prospectus, some of which are beyond our control and may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You are strongly cautioned that reliance on any forward-looking statements involves known and unknown risks and uncertainties. The risks and uncertainties facing us which could affect the accuracy of forward-looking statements include, but are not limited to, the following:

  • our operations and business prospects;
  • our ability to maintain relationship with, and the actions and developments affecting, our major customers and suppliers;
  • future developments, trends and conditions in the industries and markets in which we operate or plan to operate;
  • general economic, political and business conditions in the markets in which we operate;
  • changes to the regulatory environment in the industries and markets in which we operate;
  • our ability to maintain the market positions;
  • the actions and developments of our competitors;
  • our ability to effectively contain costs and optimize pricing;
  • the ability of third parties to perform in accordance with contractual terms and specifications;

  • 50 -


FORWARD-LOOKING STATEMENTS

  • our ability to retain senior management and key personnel and recruit qualified staff;
  • our business strategies and plans to achieve these strategies, including our service and geographic expansion plans;
  • our ability to defend our intellectual rights and protect confidentiality;
  • the effectiveness of our quality control systems;
  • change or volatility in interest rates, foreign exchange rates, equity prices, trading volumes, commodity prices and overall market trends; including those pertaining to the PRC and the industry and markets in which we operate; and
  • capital market developments.

By their nature, certain disclosures relating to these and other risks are only estimates and should one or more of these uncertainties or risks, among others, materialize, actual results may vary materially from those estimated, anticipated or projected, as well as from historical results. Specifically but without limitation, sales could decrease, costs could increase, capital costs could increase, capital investment could be delayed and anticipated improvements in performance might not be fully realized.

Subject to the requirements of applicable laws, rules and regulations, we do not have any and undertake no obligation to update or otherwise revise the forward-looking statements in this Prospectus, whether as a result of new information, future events or otherwise. As a result of these and other risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Prospectus might not occur in the way we expect or at all. Accordingly, you should not place undue reliance on any forward-looking information. All forward-looking statements in this Prospectus are qualified by reference to the cautionary statements in this section as well as the risks and uncertainties discussed in the section headed "Risk Factors".

In this Prospectus, statements of or references to our intentions or those of our Directors were made as of the date of this Prospectus. Any such information may change in light of future developments.

  • 51 -

RISK FACTORS

An investment in our Shares involves significant risks. You should carefully consider all of the information in this Prospectus, including the risks and uncertainties described below, before making an investment in our Shares. The following is a description of what we consider to be our material risks. Any of the following risks could have a material adverse effect on our business, results of operations, financial condition and prospects. In any such case, the market price of our Shares could decline, and you may lose all or part of your investment. These factors are contingencies that may or may not occur, and we are not in a position to express a view on the likelihood of any such contingency occurring. The information given is as of the Latest Practicable Date unless otherwise stated, will not be updated after the date hereof, and is subject to the cautionary statements in the section headed "Forward-looking Statements" in this Prospectus.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

We have a history of losses and operating cash outflows, and we have experienced net current liabilities, during the Track Record Period. There is no guarantee that we can achieve and maintain profitability in the future.

We have a history of losses. We incurred net losses of RMB25.1 million, RMB58.1 million and RMB235.9 million in 2022, 2023 and 2024, respectively. In the three months ended March 31, 2024 and 2025, we recorded net losses of RMB31.5 million and RMB17.1 million, respectively. Our net losses may continue or increase, and we may not be able to achieve or maintain profitability in the future. Our revenues may not increase sufficiently to offset the increase in our expenses as we continuously develop our products and services, conduct marketing and sales activities to increase our brand awareness, broaden our customer base and expand overseas. Moreover, as a public company, we may incur certain legal, accounting and other expenses that we did not previously incur as a private company. These efforts may be more costly than we expect. We may continue to incur losses in the future, and we cannot assure you that we will eventually achieve profitability in a sustainable manner.

We also experienced significant cash outflows from operating activities. We had net cash used in operating activities of RMB133.2 million, RMB27.1 million and RMB115.6 million in 2022, 2023 and 2024, respectively. In the three months ended March 31, 2024 and 2025, we had net cash used in operating activities of RMB52.3 million and net cash used in operating activities of RMB67.9 million, respectively. We cannot guarantee that we will improve our cash position in the future. If our cost of continuing operations increases in the future or our cash generated from operating activities does not meet our expectation, our operating cash position could worsen, and our business, results of operations, financial condition and prospects could be adversely affected because of the limited amount of cash available to meet the cash needs for operating our business and to fund our investments in our business expansion.

  • 52 -

RISK FACTORS

We recorded net current assets of RMB257.5 million, RMB155.8 million and net current liabilities of RMB86.4 million as of December 31, 2022, 2023 and 2024, respectively. We recorded net current liabilities of RMB81.5 million as of March 31, 2025. As of July 31, 2025, we recorded net current liabilities of RMB104.7 million. If our operating cash outflow position continues or worsens, we could have a net current liabilities position in the future, which would expose us to liquidity risk. Our future liquidity and ability to make additional capital investments necessary for our operations and business expansion will depend primarily on our ability to maintain sufficient cash generated from operating activities and to obtain adequate external financing. There can be no assurance that we will be able to renew existing bank facilities or obtain other sources of financing.

A limited number of customers accounted for a substantial portion of our revenue during the Track Record Period. Any decreases in our future sales to them could adversely affect our business, results of operations, financial condition and prospects.

A substantial portion of our revenue during the Track Record Period was derived from a limited number of customers. In 2022, 2023 and 2024, and the three months ended March 31, 2025, the aggregate revenue generated from our five largest customers were RMB459.3 million, RMB466.9 million, RMB333.1 million and RMB116.2 million, respectively, representing 65.8%, 69.6%, 56.1% and 53.5% of our revenue, respectively. Sales to our largest automaker customer for the same periods were RMB267.1 million, RMB214.6 million, RMB148.1 million and RMB36.9 million, representing 38.3%, 32.0%, 25.0% and 17.0% of our revenue, respectively.

It is likely that we will continue to be dependent upon a limited number of customers for a meaningful portion of our revenues in the foreseeable future and we can not guarantee that they will not terminate or maintain their business relationship with us. For more information, see "Business — Our Customers." The loss of one or more major customers or a reduction in purchase from any major customer would reduce our revenues, and adversely affect our business, results of operations, financial condition and prospects.

During the Track Record Period, many of our major customers are automakers who have substantial bargaining power, which exposes us to significant pricing pressure.

During the Track Record Period, many of our largest customers are automakers that possess significant bargaining power in price negotiations and our revenue from sales to automakers accounted for a major portion of our total revenue. With relatively stronger bargaining power in price negotiations, EV automakers pushed part of this pricing pressure upstream, weighing on the home EV charger industry and related service providers. Such pricing pressure affected our average selling prices to automakers. During the Track Record Period, our average selling price to automakers for EV chargers was RMB711.6, RMB839.1, RMB697.9, RMB845.2 and RMB721.9 in 2022, 2023, 2024, the three months ended March 31, 2024 and the three months ended March 31, 2025, respectively, reflecting fluctuations and downward pressure on pricing. As a result, our gross margins and financial performance may be adversely affected by further pricing pressure or changes in the procurement strategies of

  • 53 -

RISK FACTORS

automakers. In addition, we cannot assure you that we will always be able to negotiate favorable terms with these automaker customers, or that our business initiatives will successfully mitigate these risks. Their execution may require significant investments and may face implementation challenges, potentially leading to delays or cost overruns. If these initiatives fail to meet our estimates, it may adversely affect our profit margin and financial performance. Any adverse developments in our relationships with automakers could materially and adversely affect our business, financial condition and results of operations.

We derived a significant portion of our revenue from a limited number of customers, including Customer B, and the loss of, or a significant reduction in, business from any major customer could materially and adversely affect our business, financial condition and results of operations.

We have been and expect to continue to be subject to customer concentration risk. A significant portion of our revenue in each year during the Track Record Period and up to the Latest Practicable Date was derived from a relatively small number of customers, including Customer B, which was one of our largest customers in each of 2022, 2023, 2024 and the three months ended March 31, 2025. In 2022, 2023 and 2024, and the three months ended March 31, 2025, the aggregate revenues generated from our five largest customers in each period were RMB459.3 million, RMB466.9 million, RMB333.1 million and RMB116.2 million, representing 65.8%, 69.6%, 56.1% and 53.5% of our revenues, and revenue from Customer B, accounted for approximately 38.3%, 32.0%, 25.0% and 17.0% of our total revenue for the same periods.

This high level of customer concentration exposes us to the risk that the loss of, or a significant decrease in, sales to any one of our major customers could materially and adversely affect our business. For instance, in 2022, revenue generated from Customer B was RMB267.1 million, accounting for 38.3% of our total revenue. In mid-2023, amid intensified price competition among Chinese EV automakers, we lost a bid with Customer B, which led to a decline in sales volume of our EV chargers to Customer B from 84,685 units to 2,706 units and to nil from 2023 to 2024 and three months ended March 31, 2025. In 2023, 2024 and three months ended March 31, 2025, our revenue generated from Customer B were RMB214.6 million, RMB148.1 million and RMB36.9 million, representing 32.0%, 25.0% and 17.0% of our revenues, respectively. For details, see "Business — Reasons for Historical Loss." There is no assurance that Customer B or any other major customer will continue to place orders with us at current or historical levels, or that they will not reduce or cease their use of our products and services due to changes in strategic direction, internal R&D capabilities, product roadmaps, cost considerations, or operational or financial performance. EV automakers, including Customer B, may also choose to substitute our products and services with internally developed alternatives or work with competing suppliers for future vehicle models, particularly as competition in the EV charging sector intensifies and as more suppliers emerge with cost-competitive offerings.

  • 54 -

RISK FACTORS

Furthermore, the nature of the home EV charging industry, particularly in China, is rapidly evolving, with increasingly compressed product lifecycles, intensifying competition, and fast-changing consumer demands. There can be no assurance that we will be successful in acquiring or retaining new customers on commercially favorable terms. Any inability to diversify our customer base, reduce reliance on major customers, or expand into new products could limit our growth trajectory and make us more vulnerable to adverse developments affecting our key customers.

In light of the above, any reduction, delay, or termination of business from Customer B or other major customers — whether due to strategic shifts, pricing changes, project reallocations, or adverse developments in their own operations — could materially and adversely affect our business, financial condition and results of operations.

We experienced rapid growth in the past, and we expect to invest in growth for the foreseeable future. If we fail to manage growth effectively, our business, results of operations, financial condition and prospects could be adversely affected.

We experienced rapid growth in our revenue in the past. Our revenue increased from RMB357.6 million in 2021 to RMB697.1 million in 2022, decreased from RMB697.1 million in 2022 to RMB670.7 million in 2023, and further decreased to RMB593.4 million in 2024. Our revenue increased from RMB155.7 million in the three months ended March 31, 2024 to RMB217.1 million in same period in 2025. We may not be able to grow at the historical rate or as expected, or at all. Our future operating results depend to a large extent on our ability to manage our expansion and growth successfully. Risks that we face in effectively managing our growth include, among others:

  • executing our strategies and business initiatives successfully;
  • establishing or expanding design, manufacturing, sales and service facilities as well as service network;
  • managing a larger organization with a growing number of employees;
  • controlling expenses and investments in anticipation of expanded operations;
  • implementing and enhancing administrative infrastructure, systems and processes;
  • improving our operational, financial and management controls, compliance programs and reporting systems; and
  • addressing new market and potentially unforeseen challenges as they arise.

If we fail to manage our growth effectively, our revenue may decline or fail to grow, our industry leadership position, our business, results of operations, financial condition and prospects may be adversely affected.

  • 55 -

RISK FACTORS

Our future growth and success are dependent upon the continued acceptance and adoption of EVs.

Our future growth is dependent upon the continued acceptance and adoption of EVs by households. The market for EVs is still rapidly evolving, characterized by rapidly evolving technologies, competitive pricing, evolving industry standards and changing user demands and behaviors, changing levels of concern related to environmental issues, and governmental initiatives related to climate change and the environment generally. Although the demand for EVs has grown in recent years, there is no guarantee of continuing growth for future demand. Demand for EVs is volatile, being affected by numerous factors, such as:

  • perceptions about EV features, quality, safety, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of EVs;
  • perceptions about the limited range over which EVs may be driven on a single battery charge, and concerns about running out of power while in use;
  • government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, subsidies related to EVs, EV home charging stations or de-carbonization generally;
  • competition, including from other types of alternative fuel vehicles and high fuel-economy internal combustion engine vehicles ("ICE"), and development in alternative energies such as hydrogen and other new technologies;
  • volatility in the cost of oil and gasoline;
  • concerns regarding the stability of the electrical grid and availability of public charging facilities;
  • development of EV battery, including the potential decline of EV battery's ability to hold a charge over time;
  • development of EV home charging technologies;
  • concerns regarding the convenience and cost of charging EVs as well as availability of other services for EVs;
  • users' environmental consciousness;
  • increases in fuel efficiency;
  • conditions in the automotive industry in general;

  • 56 -


RISK FACTORS

  • macroeconomic factors;
  • relaxation of government mandates or quotas regarding the sale of EVs; and
  • concerns about the future viability of EV manufacturers and their ability to maintain the cost-efficiency and competitiveness of EVs.

Although China is currently one of the world's major automotive markets, there have been fluctuations in terms of year-over-year growth in sales volume recently for passenger vehicles in general as well as for EVs. It cannot be predicted how the demand for EVs will develop in the future. General economic factors, such as decrease of household income or China's economic growth, may adversely affect such demand. Certain EV manufacturers operating in China have suffered declining performance or financial difficulties as a result of the market slowdown. If the EV market evolves at a slower pace than anticipated, or if there is a decline in the demand for EVs, or if the driving and charging behaviors of EV drivers do not align with our expectations, the demand for EV chargers and home charging solutions, including ours, will be affected. As a result, our business, results of operations, financial condition and prospects would be harmed.

In addition, our revenues are driven in large part by EV drivers' driving and charging behavior. Potential shifts in behavior may include but are not limited to changes in annual vehicle miles traveled, preferences for public or private charging or use of battery swapping stations, demand from ride share or urban delivery fleets, and the emergence of autonomous vehicles or new forms of mobility. For example, the possibility of a transition to public charging or battery swap as the primary mode of charging, following a change in end user preference, technology improvements, legislative initiatives or otherwise, cannot be ignored. Such industry change, if realized, will adversely and materially affect our business. We may not be able to timely forecast such shifts and promptly adapt our products and services. If we fail to do so, our business, results of operations, financial condition and prospects will be adversely affected.

We face competition as the EV home charging solution market develops and evolves.

The EV home charging solution market in China is developing rapidly and the competition landscape is constantly evolving. This results in the frequent introduction of new products and price competition from our competitors in the EV home charging solution industry. Further, some of our current or potential competitors have greater resources or may be acquired by third parties with greater resources. New competitors or alliances may emerge in the future that have greater market share, more widely adopted technologies, greater marketing expertise and greater financial resources, which could put us at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of our current or future target markets, which could create price pressure.

  • 57 -

RISK FACTORS

In addition, some of our customers, including automakers, have established or may establish in the future their own EV home charging products and services that are competitive with ours. Such customers may have significant development resources, which may allow them to acquire or develop independently, or partner with others on developing, competitive products and services. As a result, some of our customers may choose to not work with us unless our products and services are significantly better than the products developed by them internally or that we offer our products and services at a competitive price. If our competitors could provide similar products and services with similar quality, convenience and price as we do, we may have to lower prices for our products and services, all of which could lead to reduced revenues and profitability.

We cannot guarantee that our business initiatives and strategies will be successfully implemented or will generate sustainable revenue or profit.

We are committed to making our products, platform, and services more global and more digitized. For details, see “Business — Our Strategies.” The success of our growth initiatives, strategies and operating plans depends on various factors, such as market conditions, competition, regulatory requirements, technological changes, economic conditions and customer preferences. These factors may be difficult to predict or control, and if they do not develop as we expect, our growth initiatives, strategies and operating plans may not be successful in enhancing our business as anticipated. Furthermore, the execution of these plans may require significant investments of capital, resources and management time, and we may face challenges in implementing them effectively or within the expected time frame. As a result, we may experience delays, cost overruns or other obstacles that may limit our ability to realize the full benefits of these initiatives. If we are unable to successfully execute our growth initiatives, strategies and operating plans, or if the benefits we realize are less than our estimates, our business, results of operations, financial condition and prospects may be adversely affected.

The EV home charging related technologies are rapidly evolving. If we cannot keep up with the latest development, our business, results of operations, financial condition and prospects may be materially and adversely affected.

The EV home charging solution industry is subject to rapid technological changes and is evolving quickly in terms of technological innovation. Our technological capabilities and development of products and services are critical to our success. As EV and EV home charging technologies progress, we need to upgrade our technologies, products, and services to ensure compatibility with new EV and EV home charging technologies.

We need to keep investing resources, including financial and human resources, in research and development to lead technological advances in order to make our products and services competitive in the market. Our research and development expenses were RMB34.1 million, RMB41.1 million, RMB55.6 million, RMB11.8 million and RMB13.6 million in 2022, 2023 and 2024, and the three months ended March 31, 2024 and 2025, respectively. We expect to continue to incur research and development expenses in the foreseeable future as part of our efforts to design, develop, and market new solutions and enhance future products and services

  • 58 -

RISK FACTORS

such as smart charging hardware products and V2H/V2E energy management services. For details, see “Business — Our Strategies — Innovate Product Development for Enhanced Profitability” and “Future Plans and Use of Proceeds — Use of Proceeds.” However, our capital and operating expenditure invested in research and development may not yield the expected results. New technologies in our industry could render our technologies or our solutions obsolete or unattractive, thereby limiting our ability to recover related development costs, which could result in a decline in our revenues, profitability, and market share. If we are unable to keep up with advances in EV home charging technology, we may suffer a decline in our competitive position.

Moreover, our future growth will be affected by our ability to penetrate new markets, adapting existing solutions to new applications and customer requirements, and introduce new solutions that are accepted by the market. Any delays in our development and adoption of new technologies could make our solutions less competitive in the market, adversely affecting market acceptance of our products and services. We cannot guarantee that we will be able to launch new products and services with advanced technologies in a timely manner, or at all, or achieve market acceptance. If we are unable to devote adequate resources to innovate our technologies and introduce new products and services to meet customer requirements on a timely basis or to remain competitive with technological alternatives, we could lose our market share, our revenue will decline, and our reputation and our business, results of operations, financial condition, and prospects could be adversely affected.

If our products and services do not meet customer expectations in terms of quality, availability and user experience, or if we otherwise fail to increase sales of our products and services to our customers and expand our customer base, our business, results of operations, financial condition and prospects may be adversely affected.

We may fail to provide quality products and services if we fail to continue to innovate on product design, maintain a widespread service network, handle customer complaints properly or offer appropriate after-sale services, or if there are technical errors or other incidents affecting our solutions, among others. If we do not quickly resolve such issues, our ability to retain customers or sell additional products and services to existing customers could suffer, and our brand and reputation could be harmed, which in turn could adversely affect our business, results of operations, financial condition and prospects. Moreover, we believe EV home charging is highly scenario-specific, and our ability to offer functions that tailor to different charging needs is highly critical in our ability to attract and retain customers. If we cannot offer functions that cater to our customers' evolving demand, or our competitors are better at addressing these requirements, we may lose our customers and our business, results of operations, financial condition and prospects may be adversely affected. In addition to failing to provide satisfactory products and services to our customers, we may not be able to maintain our relationship with them for various other reasons and factors, which include, but not limited to, the customers' own business model and the change thereof, the availability of comparable solutions from competitors at a lower cost, and any macroeconomic factors. Any adverse development in these respects may adversely affect our customer base, and in turn affect our business, results of operations, financial condition and prospects.

  • 59 -

RISK FACTORS

Our ability to achieve broader market acceptance, increase revenue and market share, and achieve and sustain profitability will depend, to a significant extent, on our ability to effectively increase sales of our products and services to our customers and expand our customer base. Sales and marketing expenses represent a significant percentage of our total revenue. In 2022, 2023 and 2024, and the three months ended March 31, 2024 and 2025, our sales and marketing expenses amounted to RMB67.6 million, RMB90.5 million, RMB114.7 million, RMB23.4 million and RMB20.7 million, respectively. Our operating results will suffer if sales and marketing expenditures do not contribute significantly to increasing revenue as we anticipate. Additionally, our brand promotion and marketing activities may not be well received by customers and may not result in the levels of sales that we anticipate. If we fail to conduct our sales and marketing activities in a cost-effective way, we may incur considerable marketing expenses, which could adversely affect our business, results of operations, financial condition and prospects. We may need to enhance our marketing approaches and experiment with new marketing methods to keep pace with industry developments and customer preferences. Failure to introduce new marketing approaches in a cost-effective manner and to retain existing customers or attract new ones to our products and services could reduce our market share and materially and adversely affect our business, results of operations, financial condition and prospects.

We rely on distributors to expand our sales and distribution network. If we are unable to maintain, expand and manage our sales and distribution network successfully, our business, financial condition, results of operations and prospects would be materially and adversely affected.

We rely on distributors to expand our sales and distribution network for sales of our products. In 2022, 2023 and 2024, our revenue from sales of products generated through distributors was RMB45.2 million, RMB58.1 million and RMB51.6 million, respectively, accounting for 6.5%, 8.6% and 8.7%, respectively, of our total revenue during the same periods. In the three months ended March 31, 2024 and 2025, our revenue from sales of products generated through distributors was RMB10.4 million and RMB47.6 million, respectively, accounting for 6.7% and 21.9%, respectively, of our total revenue during the same periods. See "Business — Sales and Marketing — Distributorship" for details. Given their revenue contribution, any decrease in sales from, or loss of, one or more of our distributors without a corresponding increase in sales from other distributors due to the changes of nature in the distributors' business models or for any other reasons would adversely affect our business, results of operations, financial condition and prospects.

In particular, our sales volumes would be influenced by the performance of our distributors in marketing our products. The effectiveness of our distributors in selling and distributing our products may be affected by a number of factors, many of which are out of our control, including:

  • the availability of suitable distributors;
  • the existence and availability of suitable regions and locations for expansion of our sales and distribution network;

  • 60 -


RISK FACTORS

  • the ability to negotiate favorable cooperation terms with our distributors;
  • our ability to maintain and expand our distribution network;
  • our distributors’ strategies in promoting our products;
  • our distributors’ own business and financial performance;
  • our distributors’ abilities to expand their customer base and penetrate into new markets with reduced risk of channel stuffing;
  • our distributors’ strategies to extend geographical coverage of our products; and
  • our distributors’ willingness to maintain relationships with us.

We are also exposed to the risk that distributors may seek to impose unfavorable terms on us in the future, such as longer credit periods. Credit arrangement with our distributors adds pressure on our working capital and exposes us to the risks of default and bad debts. Any disruption in our relationships with our distributors could affect our ability to maintain and grow our sales volume, which could materially and adversely affect our business, results of operations and financial position. We cannot give assurance that we will be able to achieve our expansion goals or effectively integrate any new distributors into our existing sales and distribution network. If we encounter difficulties in maintaining, expanding or optimizing our sales and distribution network, our growth prospects may be limited, which could in turn adversely affected our business, financial condition, results of operations and prospects.

Our nationwide service network relies on third-party service providers to deliver high-standard performance, and we may not be able to manage the expansion of such service network efficiently.

We rely on third-party service providers and the professionals engaged by them to deliver high-standard performance across our nationwide installation and after-sales service network. We may not be able to identify, attract and retain sufficient service providers with the requisite experience and resources to provide service that meet our quality standard. Our service providers may face various challenges during service provision, including but not limited to technical issues, management problems, and poor customer service quality. Although we implement service standards and quality control measures, we may not have effective control over the operations of the service providers. Despite our efforts in quality control, we cannot assure you that our service providers consistently provide such quality services. Any failure of our installation and after-sales service providers to provide high-standard performance may adversely affect our reputation, and in turn adversely affect our business, results of operations, financial condition and prospects.

  • 61 -

RISK FACTORS

As of March 31, 2025, our service network consisted of 104 installation and after-sales service providers covering over 360 cities in China. We plan to expand our service network in overseas markets through collaboration with local service providers. The expansion may not have the desired effect of increasing sales and enhancing our brand recognition in a cost-efficient manner. We may need to invest significant capital and management resources to manage existing installation and after-sales service providers and enter into collaboration with new ones, and there can be no assurance that we will be able to improve the operational efficiency of our installation and after-sales service network.

Higher labor costs and inflation may adversely affect our provision of installation and after-sales services, and therefore adversely affect our business, results of operations, financial condition and prospect.

Rising labor costs driven by factors such as inflation, changes in minimum wage regulations, labor market dynamics, or increased competition for skilled labor in the industry, could exert upward pressure on the fees that our installation and after-sales service providers charge us, which may increase our cost in the provision of services such as the installation and after-sales service, and therefore adversely affect our business, results of operations, financial condition, and prospects.

While we strive to manage and mitigate the impact of these rising labor costs through operational efficiencies, process improvements, or technological innovations, these measures may not be sufficient to maintain our competitiveness and financial performance. There is no guarantee that we will succeed in effectively managing the impact of rising labor costs. Furthermore, the increased costs for labor might necessitate adjustments in our service pricing, potentially making our services less competitive in the market. If we attempt to pass on these increased labor costs to our customers through higher service fees, we may experience reduced demand or loss of market share.

Our services are subject to safety risks, and any accidents that occur during the performance of our services may expose us to civil, labor, environmental and criminal liabilities and adversely affect our business, results of operations, financial condition and prospects.

The provision of EV charger installation and after-sales services to our customers involves operational risks such as equipment defects or malfunctions and misconduct by installation and after-sales service providers. The professionals engaged by our installation and after-sales service providers may work in potentially dangerous conditions, which exposes us to potential liability, in line with applicable occupational safety standards, for personal injury and other accidents, business interruptions and the damage or destruction of property. During the Track Record Period and up to the Latest Practicable Date, there were no material accidents and personal injuries in our operations. However, the safety protocols and training of our installation and after-sales service providers may not be adequate to prepare the professionals to perform the necessary activities during the provision of service without causing damage or accidents. According to our contracts with service providers, our service providers assume all safety responsibilities and risks during the installation process for any personal and property

  • 62 -

RISK FACTORS

damages in relation to the installation of our products. We require third-party installation service providers to purchase personal accident insurance policies for their installation professionals and we conduct spot checks from time to time on the situation of accident insurance purchased by the installation service providers. However, such insurance coverage may not be adequate to cover all of the potential liability if there were safety accidents during the installation process. Although our agreements stipulate that the service providers will assume safety risks and responsibilities, we cannot guarantee that we will not become entangled in legal proceedings in relation to personal and property damages in relation to the installation of our products. In addition, any accidents involving our products and services can cause our reputation to be questioned and subject us to the filing of lawsuits and administrative proceedings and launch of regulatory investigations against us, with possible imposition of fines or other penalties. Further, a major safety accident, even if we are not at fault, may bring enhanced scrutiny and regulation of our business, with a corresponding increase in operating expense. Any accidents that occur during the performance of our services may damage our reputation and result in significant costs and, consequently, adversely affect our business, results of operations, financial condition and prospects.

We may be liable for personal and property damages caused by the use of our products. Any quality issues related to our products could result in a loss of customers and may subject us to product liability claims and reputational risks.

During the Track Record Period and up to the Latest Practicable Date, we did not experience personal or property damage claims caused by the use of our products. However, we may be liable for personal and property damages due to damages by the use of our products. We may incur significant time and expenses to respond to customers' claims against us, and we may not be able to successfully obtain indemnification from upstream suppliers for all, or any, claims from customers. We currently do not maintain insurance policy covering personal and property damages caused by the use of our products, and if we purchase such insurance policies in the future, insurance coverage might be insufficient to fully cover all damages sought and the claim process might be prolonged. As a result, any material product liability claim or litigation could have a material and adverse effect on our business, results of operations, financial condition and prospects. Even unsuccessful claims could result in the expenditure of funds and managerial efforts in defending them and could have a negative impact on our reputation.

If any products sold by us are alleged to be unsafe or defective, we may experience reduced sales of the relevant products and may have to recall them from the market. During the Track Record Period and up to the Latest Practicable Date, we had not been subject to any material product recall, nor had we experienced any material product liability claim. Nevertheless, we cannot assure that such recalls will not occur, or such claims will not be filed against us in the future. Any claims made against us could have a material adverse effect on our reputation, business, financial condition and results of operations. Any product recalls or any claims against us, regardless of merit, can strain our financial resources, hurt our reputation and consume the time and attention of our management. If any claims against us are successful, we may incur liabilities, and our reputation may be severely damaged.

  • 63 -

RISK FACTORS

Our provisions for warranties may be insufficient to cover future warranty claims, which could adversely affect our business, results of operations, financial condition and prospects.

We generally provide a warranty period ranging from 12 months to 36 months for our EV chargers and accessories. We accrue provisions for warranties for products still under warranty period at the end of each reporting period, which includes our best estimate of the projected costs to repair or replace items that fail to perform satisfactorily under warranties. The amount of provisions for warranties is estimated based on the sales volume and industry experience of the level of repairs and returns. The estimation is reviewed on an ongoing basis and is revised when appropriate. We have limited experience with warranty claims regarding our products or with estimating provisions for warranties. In 2022, 2023 and 2024, and the three months ended March 31, 2024 and 2025, we recorded provisions for warranties of RMB26.0 million, RMB17.9 million, RMB18.6 million, RMB2.6 million and RMB6.5 million, respectively. We cannot assure you that such provisions will be sufficient to cover future claims. We could, in the future, become subject to significant and unexpected warranty claims, resulting in significant expenses, which would in turn materially and adversely affect our business, results of operations, financial condition and prospects.

Maintaining the trusted brand image of our products and services is critical to our success, and any failure to do so could severely damage our reputation and brand, which would have a material adverse effect on our business, results of operations, financial condition and prospects.

We believe that maintaining and enhancing our reputation and brand recognition is critical to our relationships with our customers and other participants within the EV home charging ecosystem. Any loss of trust in our products and services could harm the value of our brand, which could reduce our revenue and profitability. Our ability to maintain our position as a trusted brand for EV home charging products and services is based in large part upon the quality of our products and services, users' satisfaction with our products and services, and the increasing brand awareness through marketing and brand promotion activities. Any public perception that our products and services are defective or otherwise unsatisfactory, even if factually incorrect or based on isolated incidents, could damage our reputation, diminish the value of our brand, undermine the trust and credibility we have established and have a negative impact on our ability to attract new users or retain our current users. If we are unable to maintain our reputation, enhance our brand recognition or increase positive awareness of our products and services, it may be difficult to maintain and grow our user base and customer base, and our business and growth prospects may be materially and adversely affected.

Our business, results of operations, financial condition and prospects could be adversely affected if we are unable to adequately manage our inventory.

Our inventories consist primarily of raw materials, work in progress, finished goods and goods in transit. As of December 31, 2022, 2023 and 2024, and March 31, 2024 and 2025, we had inventories of RMB138.0 million, RMB153.2 million, RMB165.7 million, RMB152.8 million and RMB179.2 million, respectively.

  • 64 -

RISK FACTORS

We assess impairment to inventories at each period during the Track Record Period and may make provision to write down our inventories to the net realizable value if they become obsolete, out-of-season or are damaged or their prices went down and their net realizable value is lower than the costs. In 2022, 2023 and 2024, we recognized allowance for impairment of inventory of RMB4.6 million, RMB7.4 million and RMB9.1 million, respectively. In the three months ended March 31, 2024 and 2025, we recorded allowance for impairment of inventory of RMB11.6 million and RMB6.7 million. However, we cannot assure you that we will not experience material write-offs in the future. In 2022, 2023 and 2024 and the three months ended March 31, 2025, our average inventory turnover days were 80, 104, 121 and 90 days, respectively. The fluctuation and extension of inventory turnover may have a material and adverse effect on our cash flow and liquidity position. It is crucial that we monitor these metrics closely to ensure the financial health of our organization. See "Financial Information — Discussion of Selected Items from the Consolidated Statements of Financial Position — Assets — Inventories" for details.

In addition, it may be difficult to accurately forecast demand and determine appropriate levels of inventory we should maintain. Any change in customer demand for our products or the occurrences of catastrophic events may have an adverse impact on our product sales, which may in turn lead to decline in inventory value or inventory write-off. In the case of overestimation of customer demand, we may be subject to overstock, resale of the inventories at less favorable terms, or even write-downs of inventories. In addition, if we are required to lower sale prices to boost demand for our product sales to reduce inventory level, our profit margins might be negatively affected. In the case of underestimation of customer demand, we may not be able to fulfill all the orders we receive to maximize our revenue. Any of the above may adversely affect our business, results of operations, financial condition and prospects.

Our cash conversion cycle is long and our cash flow may fluctuate due to customers' payment practice.

During the Track Record Period, we experienced prolonged cash conversion cycle. Our overall cash conversion cycle was 96 days, 130 days, 127 days and 81 days as of December 31, 2022, 2023, 2024, and March 31, 2025. In 2022, 2023 and 2024 and the three months ended March 31, 2025, our average inventory turnover days were 80, 104, 121 and 90 days, respectively. In 2022, 2023 and 2024, and the three months ended March 31, 2025, our average trade receivable turnover days were 194, 248, 231 and 163 days, respectively. The decrease in our cash conversion cycle from 127 days as of December 31, 2024 to 81 days as of March 31, 2025 was primarily attributable to the substantial growth in sales in the three months ended March 31, 2025 led to a reduction in inventory turnover days to 90 days as of March 31, 2025 and the decrease in our average trade receivable turnover days to 163 days as of March 31, 2025 since we strengthened our management of accounts receivable and enhanced our collection efforts. The prolonged cash conversion cycle was primarily due to the relatively stronger bargaining power in pricing term and credit period negotiations of EV automakers as a result of their substantial purchase amounts and industry position. Given our cash conversion cycle is relatively long and the exact timing of payment by our customers may be uncertain, if we take up a large number of significant orders at a particular point of time and all the

  • 65 -

RISK FACTORS

suppliers require promptly payment from us or reduce their credit terms, we may not have sufficient and timely cash inflow from other sales to cover the position. We rely on prompt settlement of our invoices to meet our payment obligations to suppliers. If there is a material mismatch in time between receipt of payments from our customers and payment to suppliers and we fail to manage the fluctuation of our cash flow, our corresponding cash flow position and, in turn, our business, results of operations and financial conditions could be materially and adversely affected.

We are exposed to credit risks related to our trade and notes receivables.

Our trade and notes receivables primarily represent amounts due from customers for goods sold or services performed in the ordinary course of business. We face credit risks attributable to our trade and notes receivables due from our customers. We generally allow a credit period to our automaker customers ranging from 15 to 90 business days after invoicing them, who contributed a substantial portion of our revenue during the Track Record Period. Our trade and notes receivables as of December 31, 2022, 2023 and 2024, and March 31, 2025 amounted to RMB516.4 million, RMB424.9 million, RMB306.4 million and RMB393.9 million, respectively. In 2022, 2023 and 2024, and the three months ended March 31, 2025, our average trade receivable turnover days were 194, 248, 231 and 163 days, respectively. The fluctuation and extension of trade receivable turnover may have a material and adverse effect on our cash flow and liquidity position. See "Financial Information — Discussion of Selected Items from the Consolidated Statements of Financial Position — Assets — Trade and Notes Receivables" for details. Our senior management regularly reviews the recoverability of overdue balances for trade and notes receivables and may provide for impairment when appropriate. As there is limited financial or public information on many of our counterparties, we cannot assure you that all of our counterparties are creditworthy and reputable and will not default on us in the future, despite our efforts to conduct credit assessments on them. As a result, we are exposed to risks that our counterparties may fail to fulfill their obligations to us under our contracts.

We rely on a limited number of suppliers for our production. A significant interruption in the operations of our suppliers could potentially affect our operations and any material misconduct or disputes involving our suppliers could adversely affect our business, results of operations, financial condition and prospects.

We rely on suppliers for certain equipment and other materials which we use in our operations. In 2022, 2023 and 2024, and the three months ended March 31, 2025, purchases from our five largest suppliers in aggregate accounted for $17.9\%$ , $26.9\%$ , $27.7\%$ and $6.1\%$ of our total purchases, respectively, and purchases from our largest supplier accounted for $4.0\%$ , $15.0\%$ , $13.7\%$ and $1.3\%$ of our total purchases for the same periods, respectively. For details, see "Business — Our Suppliers." Certain of our suppliers are subject to various regulations and are required to obtain and maintain various qualifications, government licenses and approvals. If any of these suppliers loses its qualification or eligibility because of its failure to comply with regulatory requirements, we may not be able to find alternative suppliers in a timely manner or at all. As we continue to expand overseas, some of our suppliers may be located

  • 66 -

RISK FACTORS

outside China or may import certain equipment and materials from manufacturers located outside China and resell to us. As a result, trade or regulatory embargoes imposed by foreign countries or China could also result in delays or shortages that could adversely our business. Moreover, general economic conditions could also adversely affect the financial viability of our suppliers, resulting in their inability to provide materials and services used in our operations. In addition, suppliers may fail to supply products that meet our quality standards. If we are unable to identify alternative materials or suppliers and secure approval for their use in a timely manner, our business, results of operations, financial condition and prospects could be adversely affected. Any change in suppliers could require significant effort or investment in circumstances where the items supplied are integral to product performance or incorporate unique technology, and the loss of any existing supply contract could have an adverse effect on us.

Increases in costs, shortage of raw materials, disruption of supply or manufacturing could have an adverse impact on our sales of products, and therefore adversely affect our business, results of operations, financial condition and prospects.

We incur costs related to procuring raw materials required to manufacture our EV chargers and accessories. We may experience cost increases, supply interruption and/or shortages relating to raw materials, which could adversely affect our business, results of operations, financial condition and prospects. For example, in 2021, we faced challenges related to shortages of imported chips and electronic components, as well as rising prices of such raw materials. To address this challenge, we implemented a strategy of substituting imported chips and electronic components with domestically produced ones and we absorbed the increased costs in raw materials internally. Since 2022, with significant improvements in domestic chip manufacturing capabilities, the prices of domestically produced chips have been consistently decreasing, leading to a reduction in raw material costs. This shift has allowed us to navigate the landscape more effectively and maintain cost competitiveness. In addition, we use various raw materials in our production, such as outer casings, charging guns, electronic components and PCBs. The prices for these raw materials fluctuate, and their available supply may be unstable, depending on market conditions and global demand for these materials, including as a result of increased production of EV chargers by our competitors, and could adversely affect our business, results of operations, financial condition and prospects.

In addition, as we continue to increase our production, we may experience shortage of certain raw materials or other bottlenecks in our supply chain. We are exposed to multiple risks relating to raw materials, including but not limited to an increase in the cost, or decrease in the available supply, of materials used in our production; disruption in the supply of raw materials due to quality issues or recalls by suppliers; and the inability or unwillingness of our current suppliers to manufacture such raw materials required to support the growth of the EV industry as demand for EV chargers increases.

  • 67 -

RISK FACTORS

Furthermore, changes in economic conditions may result in significant increases in freight charges and material costs. Substantial increases in the prices for our raw materials would increase our operating costs and could reduce our margins if we cannot recoup the increased costs through increasing EV charger prices. Any attempts to increase product prices in response to increased material costs could result in decrease in sales and therefore adversely affect our brand, and our business, results of operations, financial condition and prospects.

In addition, we may experience disruptions in our manufacturing facilities due to factors such as equipment failures, labor shortages, or natural disasters, which may delay our production and delivery, leading to sales loss, increased costs, and damaged customer relationships. Furthermore, limitations in our production capacity may pose a risk to our ability to meet order demands and growth. As product demand increases, our facilities may struggle to scale production accordingly, which may result in longer lead times, lost sales, and customer dissatisfaction. Any such events may adversely affect our business, results of operations, financial condition, and prospects.

We rely on the service of certain key members of our executive management team, qualified executive management, technical, engineering and sales personnel, and other key employees. The loss of any of them may adversely affect our business, results of operations, financial condition and prospects.

Our continued success is and will continue to depend to a significant extent on the efforts and abilities of us to retain the key members of our executive management team, and to make sure each of them is and will continue to be actively engaged in our management and determines our strategic direction. The departure of any of the key individuals from or their reduced attention to us could have a material adverse effect on our business, results of operations, financial condition and prospects.

We are and will continue to be dependent upon the services of members of our executive management team. Our future performance will also depend on their continued services and continuing contributions to formulate and execute our business plan and to identify and pursue new opportunities and service innovations. The loss of services of any of these individuals, or the ineffective management of any leadership transitions, could significantly delay or prevent the achievement of our development and strategic objectives, which could adversely affect our business, results of operations, financial condition and prospects.

Our success also depends, in part, on the continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel. Competition for employees can be intense and the ability to attract, hire and retain them will depend on our ability to provide competitive compensation. We may not be able to attract, assimilate, develop or retain qualified personnel in the future. The inability to recruit and retain qualified personnel in the future could have an adverse effect on our business, results of operations, financial condition and prospects.

  • 68 -

RISK FACTORS

The EV market in China has benefited from the availability of rebates, tax credits and other incentives from governments, and any reduction, modification, or elimination of such benefits could cause reduced demand for EVs and EV home charging products and services, which would adversely affect our financial results and business operations.

The PRC government has been implementing strict vehicle emission standards for ICE vehicles. Certain municipal governments in China impose quotas and lottery or bidding systems to limit the number of license plates issued to ICE vehicles but exempt qualified EVs from these restrictions to incentivize the development of the EV market. The PRC government also provides incentives to end users and purchasers of EVs and EV home charging stations in the form of tax exemptions, subsidies, other financial incentives and preferential utility rates for charging facilities. The EV market relies on these governmental rebates, tax credits and other financial incentives to significantly lower the effective price of EVs and EV home charging services to end-users. However, these incentives may expire on a particular date when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. For example, the PRC central government has recently implemented a phase-out schedule for the subsidies provided for purchasers of certain EVs. On December 31, 2021, the Ministry of Finance, the Ministry of Industry and Information Technology (the "MIIT"), the Ministry of Science and Technology and the National Development and Reform Commission jointly issued the Notice on the Promotion and Application of Financial Subsidy Policies for New Energy Vehicles in 2022. According to the notice, the subsidy for new energy vehicle purchases terminated on December 31, 2022, and vehicles registered after December 31, 2022 will no longer be entitled to any government subsidy. The termination or scaling back of any governmental support or incentive could adversely affect the growth of the EV market and our business, results of operations, financial condition and prospects.

Any of our expansion into international markets will expose us to additional tax, compliance, market and other risks and there can be no assurance that any such expansion will be successful.

We have expanded and plan to continue to expand our operation into international markets. Our operations in international markets are expected to expose us to various risks, including but not limited to those arising from:

  • operating our business across a significant distance, in different languages and among different cultures;
  • differing demand dynamics for our products and services;
  • competition with local competitors which may have greater resources and more favorable market positions;
  • establishing relationships with local automobile enterprises, regulators and commercial partners;

  • 69 -


RISK FACTORS

  • building manufacturing facilities in overseas markets;
  • establishing service networks in overseas markets;
  • compliance with applicable laws and regulations, including laws and regulations with respect to privacy, intellectual property, data protection, consumer protection, anti-corruption, trade barriers and economic sanctions, and the risk of penalties if our practice is deemed to be noncompliant;
  • obtaining required government approvals, licenses or other authorizations;
  • varying levels of internet adoption and infrastructure;
  • foreign exchange controls and exchange rate fluctuations;
  • public health emergencies and containment measures;
  • potentially adverse tax consequences;
  • higher costs of doing business internationally, including increased accounting, travel, infrastructure, and legal compliance costs;
  • the effectiveness of training, motivation and management of our employees;
  • the diversity of customers preferences and demand and our ability to anticipate or respond to such preferences and demand;
  • changes in the political and economic environments in the countries where we operate, and the imposition of new duties or other protectionist measures; and
  • the occurrence of acts of terrorism or similar events, conflicts, civil unrest or situations of political instability.

These or other factors may deter our international expansion plans, distract our management attention, or cause us to incur significant costs in these markets, which could have an adverse effect on our business, results of operations, financial condition and prospects.

The current tensions in international trade and rising geopolitical tensions involving China may adversely impact our plan to expansion into overseas markets.

We plan to further expand our business into overseas markets. However, such expansion plan could be materially and adversely affected by the tensions in international trade involving China in recent years. Changes to international trade policies could adversely affect the global economic conditions. Furthermore, tensions between the United States and China have heightened due to various factors, including trade disagreements, the COVID-19 pandemic,


RISK FACTORS

and regulatory actions taken by U.S. authorities. For example, the U.S. government imposed economic and trade restrictions directly or indirectly affecting China-based companies. Since February 2025, the U.S. administration has cumulatively imposed additional 145% tariffs on Chinese imports. On April 11, 2025, China has responded by hiking its levies on U.S. imports to 125%, although the U.S. and China agreed in May to roll back most of these higher tariffs for 90 days. On August 12, 2025, the US-China tariff truce got extended for another 90 days until November 10, 2025. According to our Legal Advisor on U.S. tariffs and export control laws, as of the Latest Practicable Date, the cumulative U.S. duty rate applicable to Zhida's home EV chargers under HTS Subheading 8537.10.91 is approximately 57.7%, consisting of (i) 2.7% MFN rate, (ii) 25% Section 301 tariffs, (iii) 20% fentanyl-related tariffs, and (iv) 10% reciprocal tariffs (with a higher rate temporarily suspended). As of the date hereof, it remains unclear what additional actions, if any, will be taken by the U.S. or other governments. However, our Legal Advisor on U.S. tariffs and export control laws is of the opinion that the current U.S. tariff regime does not have a material adverse impact on the Group's overseas expansion strategy, as we remain primarily focused on non-U.S. markets and maintain minimal exposure to the U.S. market. For detail, please see "Business - Impact of the Tariffs." Historically, tariffs have led to increased trade and political tensions, between the U.S. and China, as well as between the U.S. and other countries. Political tensions as a result of trade policies could reduce trade volume, cross-border investment, technological exchange, and other economic activities between major economies, resulting in a material adverse effect on global economic conditions and the stability of global financial and stock markets. In addition, the European Commission has formally launched an anti-subsidy investigation into the imports of battery EV from China in October 2023, which may adversely affect the sales volume of EVs of automakers in China to the European markets and in turn affect our business expansion plan in such area. Rising political tensions could reduce levels of trades, investments, technological exchanges, and other economic activities between each of the United States and Europe and China. Such tensions involving China, and any escalation thereof, may negatively affect our plan to expansion into overseas markets, which may, in turn, adversely impacting our business, results of operations, financial condition and prospects.

Our overseas operations may subject us to governmental economic sanctions and export controls laws, which could subject us to liability and impair our ability to compete in overseas markets.

Our overseas operations may subject us to various applicable sanctions and export controls regulations. We have sold our products to Chinese automakers in connection with their EV sales to foreign countries and regions. In the event that any of these countries or regions imposes economic sanctions or enforces import restriction or tariffs in relation to our products, our business, results of operations, financial condition and prospects may be adversely affected. In the event that any of the countries or regions where we procure materials from imposes export controls, tariffs, trade restrictions or other trade barriers on any of the raw materials or components supplied to us, we may not be able to obtain a steady supply of necessary components or raw materials at competitive prices, and our business, results of operations, financial condition and prospects may be materially and adversely affected.

  • 71 -

RISK FACTORS

Exports of our products must be made in compliance with various economic sanctions and export controls laws in different jurisdictions. For example, U.S. economic sanctions prohibit the provision of products and services to certain countries or regions, governments, and persons targeted by U.S. sanctions. European Union sanctions also have similar regime to prohibit the provision of products and services to countries or regions, governments and persons on their respective target list. We take precautions to prevent our products from being provided to any target of these sanctions. During the Track Record Period and up to the Latest Practicable Date, we have not been subject to any sanctions. For details, see “Business — Legal Proceedings and Non-Compliance — Non-Compliance” for details. However, we cannot assure you that our products and services would not be provided to those targets through independent distributors despite such precautions. Any such provision could have negative consequences, including government investigations, penalties and reputational harm. We could be subject to future enforcement action with respect to compliance with governmental economic sanctions and export controls laws that result in penalties and costs that could have a material effect on our business, results of operations, financial condition and prospects.

Further, applicable sanctions and export controls laws and regulations may be revised, and potential national security and foreign policy concerns may prompt governments to impose trade or other restrictions. If new sanctions and export controls measures were to include a complete or more restrictive ban on products sales to certain entities, it could impact not only our ability to continue supplying our products to affected customers, but could also negatively affect our customers' demand for our products, and could even lead to changes in supply chains of our products, to the extent they involve the use of items subject to the EAR or other applicable regulations.

We may need to raise additional funds and these funds may not be available when needed on favorable terms, if at all.

We may need to raise additional capital in the future to further scale and expand our business. We may raise additional funds through the issuance of equity or debt related securities, or through obtaining credit from government or financial institutions. There is no certainty that additional funds will be available on favorable terms when required, or at all. If additional funds cannot be obtained when needed or on favorable terms, our business, results of operations, financial condition and prospects could be adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants that restrict our business, or other unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our shareholders would experience additional dilution.

We may not be able to repay our debts, and we may incur more debts.

As of December 31, 2022, 2023 and 2024, and March 31, 2025, we have recorded borrowings under current liabilities of RMB253.3 million, RMB274.3 million, RMB390.3 million and RMB450.6 million, respectively. This in turn may require us to seek adequate financing from sources such as external debt, which may not be available on terms favorable or commercially reasonable to us or at all. Any difficulty or failure to repay our debts and incurring more debts can have a material adverse effect on our prospects.

  • 72 -

RISK FACTORS

As of July 31, 2025, we had significant borrowings to fund our operations. Our bank borrowings amounted to RMB430.2 million, all of which were classified as current liabilities and fully committed. Our gearing ratio was 852.6% as of the same date. The borrowings bear interest rates range from 2.55% to 3.60%. In addition, as of July 31, 2025, we had committed but unutilized banking facilities totaling RMB170 million. The bank loan agreements contain customary covenants and standard events of default such as the occurrence of a change of control, bankruptcy and an event that has a material adverse effect. Any breach of, or adverse changes to, these key terms could lead to the acceleration of our repayment obligations or loss of access to financing, which could materially and adversely impact our liquidity, financial condition, and overall financial viability.

A large balance of indebtedness may require that we devote our financial resources to servicing such debt rather than funding our operating activities, which constrains our capital flexibility and may in turn adversely affect our business growth. It may also be a challenge for us to service our interest and principal repayments in a timely manner or at all, which could trigger cross-defaults with other debt, as applicable, as well as limit our ability to obtain further debt financing. Given our historical reliance on external financing, such developments could have a material adverse effect on our business, results of operations, financial condition and prospects.

We are subject to risks related to properly and timely obtaining and maintaining the requisite licenses, permits, registrations and filings applicable to our business according to evolving legal requirements.

Under mainland China laws and regulations, we are required to obtain or complete a number of licenses, approvals, registrations, filings and other permissions for our operation, including without limitation, the Business License, Construction Enterprise Qualification Certificate and Safety Production License. As of the Latest Practicable Date, we had obtained all requisite licenses, approvals and permits from relevant authorities that are material to our operations, and there is no legal impediment to the renewal of such licenses, approvals and permits. For details, see "Business — Licenses and Permits". As a fast-growing company that is continuously exploring new approaches to conduct our business and capture growth opportunities, we may become subject to additional license, approval and other requirements as we develop and expand our business scope and engage in different business activities. Compliance with such requirements is essential to avoid administrative penalties and to ensure our ability to expand our business and sustain our growth is not adversely affected.

In addition, certain licenses, permits or registrations we hold are subject to periodic renewal. If one or more of our licenses and certificates are not properly or timely renewed when their current term expires, or are revoked, our operations could be disrupted. Furthermore, due to the evolving interpretation and implementation of existing laws and the adoption of additional laws and regulations, the licenses, permits, registrations or filings we hold may be deemed insufficient by the PRC government, which may restrain our ability to expand our business scope and may subject us to fines or other regulatory actions. If any of these risks materializes, our business, results of operations, financial condition and prospects may be adversely affected.

  • 73 -

RISK FACTORS

Moreover, as we expand our business internationally, we may encounter additional requirements with respect to permits and licenses in the countries in which we operate. For example, we began operations in Thailand in April 2024. If our Thai factory is deemed under applicable Thai laws as certain types, we would be subject to certain compliance requirements, such as filing of notification and obtaining permission. See “Regulations — Laws and Regulations in Relation to Our Business in Thailand — Regulation on Factory Operation.” Despite our commitment to obtaining and maintaining the requisite licenses, permits, registrations and filings applicable to our business, complying with local license, permit, registration and filing requirement applicable to us requires continuous efforts and could be costly, and delays in obtaining these licenses and permits may hinder our ability to expand, which may adversely affect our business and results of operations.

We may not be able to adequately establish, maintain, protect and enforce our intellectual property and proprietary rights or prevent others from unauthorized use of our technology and intellectual property rights. Any such events could harm our competitive position and also subject us to litigations brought by third parties, which could adversely affect our business, results of operations, financial condition and prospects.

Our intellectual property is an essential asset of our business, and such intellectual property forms an essential part of our asset. Failure to adequately protect such intellectual property rights could result in our competitors offering similar services, potentially resulting in the loss of our competitive advantage and a decrease in our revenue, which would adversely affect our business, results of operations, financial condition and prospects. Our success depends on the ability to protect our core technology and intellectual property. During the Track Record Period and up to the Latest Practicable Date, we have not encountered any material intellectual property infringements. We expect to rely on a combination of intellectual property rights, such as patents, trademarks, copyrights and trade secrets (including know-how), in addition to employee and third-party nondisclosure agreements, intellectual property licenses and other contractual rights, to establish, maintain, protect and enforce our rights in our technology, proprietary information and processes. Intellectual property laws and our procedures and restrictions will provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. If we fail to protect our intellectual property rights adequately, we may lose an important advantage in the markets in which we compete. While we are expected to take measures to protect our intellectual property, such efforts may be insufficient or ineffective, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Other parties may also independently develop technologies that are substantially similar or superior. We may also be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. However, the measures we will take to protect our intellectual property from unauthorized use by others may not be effective and there can be no assurance that our intellectual property rights will be sufficient to protect against others offering products, services or technologies that are substantially similar or superior to those of ours and that compete with our business.

  • 74 -

RISK FACTORS

Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property. Any litigation initiated concerning the violation by third parties of our intellectual property rights is likely to be expensive and time-consuming and could lead to the invalidation of, or render unenforceable, our intellectual property, or could otherwise have negative consequences for us. Furthermore, it could result in a court or governmental agency invalidating or rendering unenforceable our patents or other intellectual property rights upon which the suit is based. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we fail to detect unauthorized use of our intellectual property. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management's attention and resources, could delay the introduction and implementation of new technologies. Moreover, policing unauthorized use of technologies, trade secrets and intellectual property may be difficult, expensive and time-consuming. If we fail to meaningfully establish, maintain, protect and enforce our intellectual property and proprietary rights, our management's attention could be distracted and our business, results of operations, financial condition and prospects could be adversely affected.

We may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive.

From time to time, the holders of intellectual property rights may assert their rights and urge us to take licenses, and may bring suits alleging infringement, misappropriation or other violation of such rights. There can be no assurance that we will be able to mitigate the risk of potential suits or other legal demands by competitors or other third parties. Accordingly, we may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase our operating expenses. In addition, if we are determined to have or believe there is a high likelihood that we have infringed upon, misappropriated or otherwise violated a third party's intellectual property rights, we may be required to cease making, selling or incorporating certain key components or intellectual property into the service and solution we offer, to pay substantial damages and royalties, to redesign our services, and to establish and maintain alternative branding. In addition, to the extent that our customers and business partners become the subject of any allegation or claim regarding the infringement, misappropriation or other violation of intellectual property rights related to our services, we may be required to indemnify such customers and business partners. If we were required to take one or more such actions, our business, results of operations, financial condition and prospects could be adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

  • 75 -

RISK FACTORS

We rely on unpatented proprietary technology, trade secrets, processes and know-how.

We rely on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable, or that we believe is best protected by means that do not require public disclosure. We expect to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors, scientific advisors and third parties. However, there is no guarantee that we will enter into such agreements with each party that has or may have had access to our trade secrets or proprietary information and, even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. We will have limited control over the protection of trade secrets used by our third-party suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants, contractors and other third parties 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. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that trade secret. If any of our trade secrets were to be disclosed (whether lawfully or otherwise) to or independently developed by a competitor or other third party, our business, results of operations, financial condition and prospects will be adversely affected.

Our technologies could have undetected defects, errors or bugs in hardware or software, which could reduce market adoption, damage our reputation with current or prospective customers and drivers, and expose us to legal claims that could adversely affect our business, results of operations, financial condition and prospects.

We may be subject to claims that our products have malfunctioned, and persons were injured or purported to be injured due to latent defects. Any insurance that we carry may not be sufficient or it may not apply to all situations. Similarly, to the extent that such malfunctions are related to components or services obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions. Any of these events could adversely affect user experience. As a result, our brand and reputation could be adversely affected, which could in turn adversely affect our business, results of operations, financial condition and prospects.

Our platform is intricate and may contain latent defects or errors that may be difficult to detect and remediate. Our platform may not operate smoothly at all times. For example, it could encounter failure of or delay in payment processing on the internet. Our platform also may not interoperate with the various mobile operating systems and internet platforms. We are continuing to evolve the features and functionality of our platform through updates and


RISK FACTORS

enhancements, and as we do so, we may introduce additional defects or errors that may not be detected until after deployment to customers. In addition, if our services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.

Any defects or errors in our products and services, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect our business, results of operations, financial condition and prospects:

  • expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;
  • loss of existing or potential customers or business partners;
  • interruptions or delays in sales;
  • delayed or lost revenue;
  • delay or failure to attain market acceptance;
  • delay in the development or release of new functionality or improvements;
  • negative publicity and reputational harm;
  • sales credits or refunds;
  • exposure of confidential or proprietary information;
  • diversion of development and customer service resources;
  • breach of warranty claims;
  • legal claims under applicable laws, rules and regulations; and
  • the expense and risk of litigation.

We also face the risk that any contractual protections we seek to include in our agreements with customers are rejected, not implemented uniformly or may not fully or effectively protect us from claims by customers, business partners or other third parties. In addition, any insurance coverage or indemnification obligations of suppliers or other upstream parties for our benefit may not adequately cover all such claims or cover only a portion of such claims. A successful product liability, warranty, or other similar claims could have an adverse effect on our business, results of operations, financial condition and prospects. In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management's time and other resources and cause reputational harm.

  • 77 -

RISK FACTORS

Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would adversely affect our business, results of operations, financial condition and prospects.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in our services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking, phishing attacks or denial-of-service attacks, against online networks have become more prevalent and may occur on our systems. Any attempts to disrupt our services or systems could harm our business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy, result in fines, penalties or other liabilities and damage our reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks and similar disruptions. Even with the security measures implemented by us, such as managed security services that are designed to detect and protect against cyber-attacks and similar disruptions, and any additional measures we may implement or adopt in the future, our facilities and systems, and those of our third-party service providers, could be vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism, or other events. Efforts to prevent cyberattacks and similar disruptions are expensive to implement and, as the regulatory framework for data privacy and security worldwide continues to evolve and develop, we may incur additional significant costs to comply with new or existing laws, regulations and other obligations, and we may not be able to cause the implementation or enforcement of such preventions or compliance with such laws and regulations with respect to our third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, an inability to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm our reputation, brand and ability to attract customers.

We may experience service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. We rely on data carrier networks to support reliable operation, management and maintenance of our charger network, charging session management, driver authentication, and payment processing, all of which depend on reliable connections with wireless communications networks. As a result, our operations depend on a handful of public carriers and are exposed to disruptions related to network outages and other communications issues on the carrier networks. If our services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for our solutions from customers.

There are a variety of factors ranging from human error to data corruption that could materially impact the efficacy of any processes and procedures designed to enable us to recover from a disaster or catastrophe, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular cyber-attack, disaster or catastrophe or other disruption, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which would adversely affect our business, results of operations, financial condition and prospects.

  • 78 -

RISK FACTORS

We rely on third-party cloud service providers to operate certain aspects of our service. Interruptions, delays in service or inability to increase capacity with our cloud service providers could impair the use of our services and subject us to liability, which could adversely affect our business, results of operations, financial condition and prospects.

We currently serve customers from third-party cloud service providers. All our services are housed in third-party data centers operated in China and Singapore, and we employ redundant backup cloud service providers for all services. Any outage or failure of such cloud service providers could negatively affect our product connectivity and performance. Furthermore, we depend on connectivity from our products to our cloud service providers through cellular service and virtual private networking providers. Any incident affecting the cloud service providers' or cellular and/or virtual private networking services providers' infrastructure or operations, whether caused by fire, flood, storm, earthquake, power loss, telecommunications failures, breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters, war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of our products and services.

Any damage to, or failure of, our systems, or those of our third-party cloud service providers, could interrupt or hinder the use or functionality of our solutions. Impairment of or interruptions in our solutions may reduce revenue, subject us to claims and litigation, cause customers to terminate their subscriptions, and adversely affect renewal rates and our ability to attract new customers. Our brand and reputation will also be harmed if customers and potential customers believe our services are unreliable. Any such events could adversely affect our business, results of operations, financial condition and prospects.

Our sales and results of operations are subject to seasonal variations.

Our product sales are dependent on EV sales. In China, the automotive industry typically promotes sales in the fourth quarter of the year, leading to an increase in EV purchases during this period, according to Frost & Sullivan. Consequently, the demand for our products and services is higher in the fourth quarter of the year. We expect the impact of seasonality on our business to remain in the future, although by leveraging our adjustments in production capacity and inventory, we generally do not experience material seasonal fluctuations with respect to our results of operations and financial conditions for our Group as a whole. As a result of these seasonal variations, we believe that comparisons of our operational results between different quarters within a single fiscal year or across different fiscal years are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of our future performance.

  • 79 -

RISK FACTORS

We are subject to risks relating to litigation and disputes, which could adversely affect our business, results of operations, financial condition and prospects.

We may be subject to claims, litigation and disputes and various legal and administrative proceedings, and, as a result, penalties and new claims may arise in the future. In addition, agreements we entered into sometimes include indemnification provisions which may subject us to costs and damages in the event of a claim against an indemnified third party. Regardless of the merit of particular claims, legal and administrative proceedings, such as litigations, injunctions and governmental investigations, may be expensive, time consuming or disruptive to our operations and distracting to management.

Our Directors have confirmed that, during the Track Record Period and up to the Latest Practicable Date, there were no legal or administrative proceedings pending or threatened against us or any of our Directors that could, individually or in the aggregate, have a material effect on our business, financial condition or results of operations. However, new legal or administrative proceedings and claims may arise in the future and the current legal or administrative proceedings and claims we face are subject to inherent uncertainties. If one or more legal or administrative matters were resolved against us or an indemnified third party for amounts in excess of our management's expectations, our business, results of operations, financial condition and prospects could be materially and adversely affected. Further, such an outcome could result in significant compensatory or punitive monetary damages, disgorgement of revenue or profits, remedial corporate measures, injunctive relief or specific performance against us that could materially and adversely affect our business, results of operations, financial condition and prospects. For further details regarding our legal proceedings and compliance matters, see "Business — Legal Proceedings and Compliance."

We depend on the information systems of our own and those of third parties for the effective delivery and performance of our products and services, and the overall effective and efficient functioning of our business. Failure to maintain or protect our information systems and data integrity effectively could adversely affect our business, results of operations, financial condition and prospects.

We depend on our information systems for the effective and efficient functioning of our business, as well as for accounting, data storage, compliance, purchasing and inventory management. Our and our business partners' information systems may be subject to computer viruses, ransomware or other malware, attacks by computer hackers, failures during the process of upgrading or replacing software, databases or components thereof, damage or interruption from fires or other natural disasters, hardware failures, telecommunication failures and user errors, among other malfunctions and other cyber-attacks. We and our business partners could be subject to an unintentional event that involves a third-party gaining unauthorized access to our systems, which could disrupt our operations, corrupt our data or result in release of confidential information. Any attempts by cyber attackers to disrupt our or our business partners' services or systems, if successful, could harm our business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy, subject us to substantial fines, penalties, damages and other liabilities under applicable laws and regulations,

  • 80 -

RISK FACTORS

lead to a loss of protection of our intellectual property or trade secrets and damage our reputation. Additionally, theft of our intellectual property or proprietary business information could require substantial expenditures to remedy and even then may not be able to be remedied in full. We may have been and going forward will continue to be the target of events of this nature as cybersecurity threats have been rapidly evolving in sophistication and becoming more prevalent in the industry. Third parties upon whom we rely or with whom we have business relationships, including our customers, collaborators, suppliers, and others are subject to similar risks that could potentially have an adverse effect on our business.

In the event we or our business partners experience significant disruptions, we may, despite having developed emergency plans for security incidents, be unable to repair such systems in an efficient and timely manner. Accordingly, such events may disrupt or reduce the efficiency of our entire operation and harm our business, results of operations, financial condition and prospects. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. Our information systems require an ongoing commitment of significant resources to maintain, protect and enhance. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and we may not be able to cause the implementation or enforcement of such preventions with respect to our third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm our reputation, brand and ability to attract customers.

If our services are unavailable due to information system errors when our customers and end users attempt to access them, they may seek other services, which could reduce demand for our service and offerings. Processes and procedures designed to enable quick recovery from a disaster or catastrophe and continued business operations and with tested capability under controlled circumstances, are in place. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenue, any of which could adversely affect our business, results of operations, financial condition and prospects.

We may be unable to detect, deter and prevent all instances of fraud or other illegal actions and misconducts committed by our employees, suppliers, distributors or other third parties.

We may be exposed to fraud, bribery or other misconduct committed by our employees, suppliers, distributors or any other third parties that could subject us to financial losses, liabilities and sanctions imposed by governmental authorities, which may adversely affect our reputation. During the Track Record Period and up to the Latest Practicable Date, we were not aware of any instances of fraud, bribery, and other misconduct involving employees, suppliers, distributors and other third parties that had a material and adverse impact on our business,

  • 81 -

RISK FACTORS

results of operations, financial condition and prospects. However, we cannot assure you that there will not be any such instances in the future and we may be unable to prevent, detect or deter all such instances of misconduct. Any such misconduct committed against our interests, which may include undetected past acts or future acts, may have a material and adverse effect on our business, results of operations, financial condition and prospects.

If we need to recognize significant impairment losses on other receivables, our results of operations and financial condition may be adversely affected.

As of December 31, 2022, 2023 and 2024, and March 31, 2025, we recorded other receivables of RMB9.8 million, RMB7.9 million, RMB7.9 million and RMB10.1 million, respectively. We may be subject to impairment losses on other receivables if the actual recoverability is lower than the expected level, which could adversely affect our cash flow and our ability to meet our working capital requirements, thereby adversely affecting our business, results of operations, financial condition and prospects.

We are exposed to changes in the fair value of our financial assets at fair value though profit or loss ("FVPL") and valuation of uncertainty due to the use of unobservable inputs.

Our results of operations are affected by changes in the fair value of our financial assets at FVPL. As of December 31, 2022, 2023 and 2024, and March 31, 2025, our financial assets measured at FVPL were RMB32.0 million, RMB1.5 million, nil and nil, respectively. In 2022, 2023 and 2024, and in the three months ended March 31, 2024 and 2025, the net fair value gains on financial assets at FVPL recognized in other gains were RMB0.8 million, RMB0.4 million, RMB0.1 million, RMB0.1 million and nil, respectively.

Fair values of financial assets measured at FVPL are determined based on valuation of uncertainty due to the use of unobservable inputs. Judgement and estimation are required in establishing the relevant valuation techniques and inputs, which are unobservable and inherently involve a certain degree of uncertainty. Changes in assumptions relating to these factors could result in the material adjustments to the fair value of the financial assets, which may in turn have a material adverse effect on our financial position and results of operations.

We may be subject to impairment losses relating to intangible assets, which may affect our financial condition and results of operations.

As of December 31, 2022, 2023 and 2024, and March 31, 2025, our intangible assets were approximately RMB6.3 million, RMB16.3 million, RMB16.5 million and RMB17.2 million, respectively. Our intangible assets consist primarily of (i) software and (ii) non-patented technology and others. Impairment exists when the carrying value of an asset or cash-generating unit exceeds its recoverable amount, which is the greater of fair value less costs of disposal and the value in use. Our intangible assets are tested for impairment with a limited useful life using straight-line method over different periods. Intangible asset exists when the carrying value of an asset or cash-generating unit exceeds its recoverable amount, which is the greater of fair value less costs of disposal and the value in use. Estimating the value in use

  • 82 -

RISK FACTORS

requires us to make an estimate of the expected future cash flows from the cash-generating units and a suitable discount rate to calculate the present value of cash flows. There are inherent uncertainties related to these factors and our judgment in applying these factors to the assessment of our intangible assets recoverability. In the event that our intangible assets are impaired, the amount of the impairment will constitute a non-cash expense to the profit or loss. A slowdown in revenue growth, our inability to maintain our business activities or a decrease in profit margins could result in an impairment to our intangible assets. We cannot assure that we will continue to maintain the same level of revenue growth, development and manufacturing activities and/or profit margins. Moreover, a change in the assumptions used in the impairment testing of intangible assets may lead to significant impairment losses. If our intangible assets are impaired, or there is a change in the assumptions used in the impairment testing of our intangible assets, our results of operations could be adversely affected.

We may face risk regarding the recoverability of deferred income tax.

In the application of our accounting policies, our management is required to make judgments, estimates and assumptions about the carrying amounts of certain assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Therefore, actual results may differ from these accounting estimates. As of December 31, 2022, 2023 and 2024, we recorded deferred income tax assets of RMB24.0 million, RMB44.3 million and RMB48.3 million, respectively. In 2022, 2023 and 2024, and three months ended March 31, 2025, we recognized deferred income tax of RMB7.9 million, RMB20.3 million, RMB4.1 million and RMB0.4 million, respectively. Based on our accounting policies, deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the historical financial information. Deferred income tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases of investments in foreign operations where we are able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. The realization of deferred tax assets mainly depends on our management's judgment as to whether future taxable amounts will be available to utilize those temporary differences and losses. Management will continuously conduct review and additional deferred tax assets are recognized if it becomes probable that future taxable profits will allow the deferred income tax assets to be recovered. If sufficient profits or taxable temporary differences are not expected to be generated or are less than expected, a material reversal of deferred income tax assets may arise in future periods.

  • 83 -

RISK FACTORS

We are subject to online payment processing related risks.

We accept payments through major third-party online payment channels in China such as Alipay and WeChat pay, as well as bank transfers and credit cards. We may also be susceptible to fraud, user data leakage and other illegal activities in connection with the various payment methods we offer. In addition, our business depends on the billing, payment and escrow systems of the third-party payment service providers to maintain accurate records of payments by customers and collect such payments. If the quality, utility, convenience or attractiveness of these payment processing and escrow services declines, or if we have to change the pattern of using these payment services for any reason, the attractiveness of our products and services could be adversely affected. We are also subject to various rules, regulations and requirements, regulatory or otherwise, governing electronic funds transfers which could change or be reinterpreted to make our current acceptance of payment through major third-party online payment channels a violation of relevant rules, regulations or requirements. If we fail to comply with these rules or requirements properly or timely, we may be subject to fines and higher transaction fees and become unable to accept payments from our customers through the online payment methods that we currently adopt, and our business, results of operations, financial condition and prospects could be adversely affected.

Some of our leased properties have title defects and did not complete registration procedures at relevant authorities.

As of the Latest Practicable Date, with respect to two of our leased properties used as non-headquarter office space in the PRC, the lessor has not provided valid title certificate, valid title certificate for commercial purpose or relevant authorization document evidencing right to lease the property to us. As a result, we cannot assure you that we will not be subject to any challenges, lawsuits or other actions taken against us with respect to the property defect and property leased by us for which the relevant lessor does not hold valid title certificate. If such property was successfully challenged, it may be subject to suspension of use and the lease may be void and no more binding, and we may be forced to relocate our operation on the affected property. In addition, under the relevant PRC law, all lease agreements are required to be registered and filed with the relevant land and real estate administration bureaus. However, as of the Latest Practicable Date, the lease agreements with respect to 18 of our leased properties had not been registered or filed with the relevant land and real estate administration bureaus in the PRC because the relevant lessors failed to provide necessary documents for us to register or file the leases with the local government authorities. As advised by our PRC Legal Advisor, failure to complete the registration and filing of lease agreements will not affect the validity of the lease agreements or result in us being required to vacate the leased properties. However, the relevant PRC authorities may impose a fine ranging from RMB1,000 to RMB10,000 for each of such lease agreements. See "Business — Properties" for details.

  • 84 -

RISK FACTORS

Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value and adversely affect our business, results of operations, financial condition and prospects.

As part of the business strategy, we expect to make acquisitions of, or investments in, businesses, services or technologies that are complementary to our business. The process of identifying and consummating acquisitions, investments, and the subsequent integration of new assets and businesses into our own business, requires attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions or investments could also result in the use of cash, potentially dilutive issuances of equity securities, the occurrence of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business or investment. We may also incur costs and management time on transactions that are ultimately not completed. In addition, our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product, technology or investment, including issues related to intellectual property, product quality or product architecture, regulatory compliance practices, revenue recognition or other accounting practices or issues with employees or customers.

Our future acquisitions or investments may not ultimately strengthen our competitive position or achieve our goals and business strategy. We may be subject to claims or liabilities assumed from an acquired company, product, or technology. Acquisitions or investments we complete could be viewed negatively by our customers, investors, and securities analysts. We may incur costs and expenses necessary to address an acquired company's failure to comply with laws and governmental rules and regulations. Additionally, we may be subject to litigation or other claims in connection with the acquired company, including claims from terminated employees, former shareholders or other third parties, which may differ from or be more significant than the risks its business faces. An acquired company may also need to implement or improve its controls, procedures and policies, and we may face associated risks if any of those controls, procedures or policies are insufficiently effective. We may also face retention or cultural challenges associated with integrating employees from the acquired company into our organization. If we are unsuccessful at integrating acquisitions or investments, in a timely manner, our business, results of operations, financial condition and prospects could be adversely affected. Any integration process may require significant time and resources, which may disrupt our ongoing business and divert management's attention, and we may not be able to manage the integration process successfully or in a timely manner. We may not successfully evaluate, integrate or utilize the acquired technology or personnel, realize anticipated synergies from the acquisition or investment, or accurately forecast the financial impact of an acquisition or investment transaction or the related integration of such acquisition or investment, including accounting charges and any potential impairment of goodwill and intangible assets recognized in connection with such transaction. We may have to pay cash, incur debt, or issue equity or equity-linked securities to pay for any acquisitions or investments, each of which could adversely affect our financial condition. Furthermore, the sale of equity or issuance of equity-linked debt to finance any such transaction could result in dilution to our shareholders. The occurrence of any of these risks could adversely affect our business, results of operations, financial condition and prospects.

  • 85 -

RISK FACTORS

Complying strictly, properly or timely with the current and evolving environmental protection, fire protection, drainage or health and safety laws and regulations requires continuous efforts and could be costly, we could become subject to fines and penalties or incur costs that could have an adverse effect on our business, results of operations, financial condition and prospects.

We are subject to numerous environmental protection, fire protection, drainage or health and safety laws and regulations, including the Environmental Protection Law and of the PRC and Fire Protection Law of the PRC. As advised by our PRC counsel, we have been compliant with such laws and regulations in all material aspects. However, the cost of compliance with such laws and regulations is substantial. In addition, as we continue to expand our charging network and business scale, we cannot assure you that there will not be suspected violations in the charging terminals that result in us becoming subject to governmental investigations or penalties, which may include cessation of operation, fines, and confiscation of illegal gains. Despite our commitment to being law-abiding and rule compliant, any complying with environmental, fire protection, drainage or health and safety laws and regulations requires continuous efforts and could be costly.

Our risk management and internal control systems may not cover all aspects of our operations, which may adversely affect our business, results of operations, financial condition and prospects.

We seek to establish risk management and internal control systems consisting of an organizational framework, policies, procedures and risk management methods that are appropriate for our business operations and seek to continue to improve these systems. Our risk management and internal controls depend on their effective implementation by our employees. Due to the significant size of our operations, we cannot assure you that such implementation will not involve any human errors or mistakes, which may adversely affect our business and results of operations. As we are likely to offer a broader and more diverse range of products and services in the future, the diversification of our products and service offerings will require us to continue to enhance our risk management capabilities. If we fail to timely adapt our risk management policies and procedures to our changing business, our business, results of operations, financial condition and prospects could be adversely affected.

We may be adversely affected by any negative publicity concerning us and our business, shareholders, affiliates, directors, officers, other employees, business partners, other third parties as well as the industry in which we operate, regardless of its accuracy, that could harm our reputation and in turn adversely affect our business, results of operations, financial condition and prospects.

Our ability to attract and retain customers is highly dependent upon the public perceptions of our products and services, trustworthiness and business practices. Negative perceptions or publicity about us and our business, shareholders, affiliates, directors, officers, employees, business partners, other third parties as well as the industry in which we operate, even if related to isolated incidents, could erode trust and confidence and damage our reputation among

  • 86 -

RISK FACTORS

existing and potential customers. In turn, this could decrease the demand for our products and services, increase regulatory scrutiny and detrimentally effect our business. In addition to traditional media, there has been an increasing use of social media platforms and similar devices in China, including instant messaging applications, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. Negative publicity concerning these parties could be related to a wide variety of matters, including, but are not limited to:

  • alleged misconduct or other improper activities committed by our directors, officers, and employees, as well as our business partners;
  • false or malicious allegations or rumors about us or our directors, shareholders, affiliates, officers and employees;
  • complaints by our customers about our products and services;
  • security breaches of private customer or transaction data;
  • employment-related claims relating to alleged employment discrimination, wage and hour violations; and
  • governmental and regulatory investigations or penalties upon us.

The availability of information on instant messaging applications and social media platforms is virtually immediate as is its impact without affording us an opportunity for redress or correction. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning our company, shareholders, directors, officers and employees may be posted on such platforms at any time. The risks associated with any such negative publicity or incorrect information cannot be completely eliminated or mitigated and may materially harm our reputation, business, financial condition and results of operations.

Furthermore, our brand name and our business may be harmed by aggressive marketing and communication strategies by competitors and third parties. We may be subject to government or regulatory investigation or third-party claims as a result and we may be required to spend significant time and incur substantial costs to react to and address these consequences. There is no assurance that we will be able to effectively refute each of the allegations within a reasonable period of time, or at all. Additionally, public allegations, directly or indirectly, against us or our business partners, may be posted online by anyone on an anonymous basis. The availability of information on social media platforms is virtually immediate, as is its impact. Social media platforms may not necessarily filter or check the accuracy of information before publishing them and we are often afforded little or no time to respond. As a result, our reputation may be adversely affected and our ability to attract and retain customers and maintain our market share and our financial conditions may suffer.

  • 87 -

RISK FACTORS

Any discontinuation, reduction or delay of any government grants or preferential tax treatments would have a material and adverse impact on our business.

During the Track Record Period, we benefited from government grants and preferential tax treatments, many of which are non-recurring in nature or are subject to periodic review. We recorded government grants under other income of RMB3.2 million, RMB6.7 million and RMB6.1 million, respectively, in 2022, 2023 and 2024. In the three months ended March 31, 2024 and 2025, we recorded government grants under other income of RMB0.8 million and RMB3.1 million, respectively. The subsidy income was mainly related to incentives provided by governments in the PRC based on the amounts of value added tax paid, and subsidies provided by local governments for economic recovery. For details, see Note 6 to the Accountant's Report set forth in Appendix I. In addition, we receive preferential tax treatment. Our subsidiaries in the PRC are generally subject to PRC corporate income tax, which is calculated based on the applicable tax rate of 25% on the assessable profits of the subsidiaries in accordance with PRC tax laws and regulations during the Track Record Period. During the Track Record Period, several of our subsidiaries in the PRC were qualified as small and micro enterprises under the PRC corporate income tax regime, which enjoyed a 50% to 87.5% reduction in certain statutory taxable income, with a preferential income tax rate of 20%. In addition, we and one of our subsidiaries in the PRC were qualified as high and new technology enterprise during the Track Record Period, and were subject to a reduced preferential enterprise income tax rate of 15% for a three-year period starting from the year in which they obtained such qualification. For details, see Note 12 to the Accountant's Report set forth in Appendix I. There can be no assurance we will continue to receive preferential tax treatment. Any discontinuation, reduction or delay of any government grants or preferential tax treatments would have a material and adverse impact on our business.

We are subject to various risks relating to third-party settlement arrangements by our customers in the past.

During the Track Record Period, a small number of customers settled transactions with us through the accounts of third parties (the "Third-Party Settlement Arrangement"). In 2021, 2022 and 2023, the aggregate amount of payment from designated third parties to us represented less than 0.2% of our total revenue in each of period. Starting in 2024, there have been no payments received from designated third parties. See "Business — Risk Management and Internal Control — Third-Party Settlement Arrangement" for details. We are subject to various risks relating to such Third-party Settlement Arrangements during the Track Record Period, such as (i) possible claims from third-party payors for return of funds as they were not contractually indebted to us and possible claims from liquidators of third-party payors; and (ii) potential money laundering risks as we have limited knowledge about the source and purpose of the funds utilized by the third-party payors. In the event of any claims from third-party payors or their liquidators, or legal proceedings (whether civil or criminal) instituted or brought against us in respect of third-party settlements or for violation or non-compliance of laws and regulations, we will have to spend significant financial and managerial resources to defend against such claims and legal proceedings, and our business, results of operations, financial condition and prospects may as a result be adversely affected.

  • 88 -

RISK FACTORS

We currently have limited business insurance coverage.

We currently have limited business insurance coverage. If we are held liable for amounts and claims exceeding the limits of our insurance coverage or outside the scope of our insurance coverage, our business, results of operations, financial condition and prospects may be adversely affected. Even if the amounts and claims are within the limits and scope of our insurance coverage, the insurance provider may not be able to make the compensation payment to us in a timely manner.

Any occurrence of a natural disaster, widespread health epidemic or other outbreaks beyond our control could have an adverse effect on our business, results of operations, financial condition and prospects.

Our business could be adversely affected by natural disasters, such as snowstorms, earthquakes, fires or floods, the outbreak of a widespread health epidemic, or other events, such as wars, acts of terrorism, environmental accidents, power shortage or communication interruptions. The outbreak of any severe epidemic disease, such as avian flu, H1N1 flu, SARS or, most recently, COVID-19, may disrepute our business operations, which could negatively affect our supply chain management, and our business, results of operations, financial condition and prospects.

Share-based payment may cause shareholding dilution to our existing Shareholders and have a material and adverse effect on our financial condition.

We adopted an employee incentive scheme in October 2022. In 2022, 2023 and 2024, we incurred share-based compensation of RMB114 thousand, RMB411 thousand and RMB420 thousand, respectively. In the three months ended March 31, 2024 and 2025, we incurred share-based compensation of RMB105 thousand and RMB105 thousand, respectively. As of the Latest Practicable Date, all Shares subject to the employee incentive scheme have been granted to, vested and subscribed for by the participants thereof, and no further Shares will be granted under such scheme following the Listing. For details, see "History, Development and Corporate Structure — Corporate Development and Major Shareholding Changes."

To further incentivize our employees and non-employees to contribute to us, we may grant additional share-based compensation in the future. Issuance of additional Shares with respect to such share-based payment may dilute the shareholding percentage of our existing Shareholders. Expenses incurred with respect to such share-based payment may also increase our operating expenses and therefore have an adverse effect on our financial condition.

  • 89 -

RISK FACTORS

RISKS RELATED TO DOING BUSINESS IN THE COUNTRY WHERE WE MAINLY OPERATE IN

Adverse changes in economic, political and social conditions could have a material adverse effect on our business, results of operations, financial condition and prospects.

Substantially all of our revenue is derived from our businesses in the PRC. Accordingly, our business, results of operations, financial condition and prospects are, to a material extent, subject to economic, political, and legal developments in the PRC. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. Some of these measures may benefit the overall PRC economy, but may have a negative effect to us, such as demand for our products and services and our ability to maintain our operations may suffer, which will consequently have a material adverse effect on our business, results of operations, financial condition and prospects.

Fluctuations in the value of the Renminbi and other currencies may have a material adverse impact on your investment.

During the Track Record Period, substantially all of our revenues and expenditures were denominated in Renminbi, while the net proceeds from the Global Offering will be in Hong Kong dollars. Fluctuations in the exchange rate between the Renminbi and the Hong Kong dollar will affect the relative purchasing power in Renminbi terms of the proceeds from the Global Offering. Fluctuations in the exchange rate may also cause us to incur foreign exchange losses and affect the relative value of any dividend issued by our PRC subsidiaries.

Movements in Renminbi exchange rates are affected by, among other things, changes in political and economic conditions and China's foreign exchange regime and policy. With the development of the foreign exchange market and progress towards interest rate liberalization and renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that the renminbi will not appreciate or depreciate significantly in value against other currencies in the future. It is difficult to predict how market forces or relevant government policies may impact the exchange rate between the Renminbi and other currencies in the future.

To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risks. In any event, the availability and effectiveness of these hedges may be limited and we may not be able to hedge our exposure successfully, or at all.

  • 90 -

RISK FACTORS

Policies related to currency conversion in the PRC may impact our ability to effectively utilize our cash, potentially affecting the value of your investment.

Conversion of Renminbi into foreign currencies and remittance foreign currency out of the PRC under certain circumstances shall be conducted in accordance with certain laws and regulations with respect to foreign exchange. Since revenue of our PRC subsidiaries are primarily in Renminbi, converting it into foreign currencies must comply with applicable laws and regulations.

Under current PRC foreign exchange regulations, certain current account transactions like profit distributions, interest payments, and trade-related expenses can be conducted in foreign currencies without prior approval from the State Administration of Foreign Exchange (SAFE), as long as certain procedural requirements are met. However, capital account transactions such as capital transfers, direct investments, securities investments, and repayment of borrowings are subject to foreign exchange policies and require prior approval from SAFE or registration with SAFE or authorized banks. If the foreign exchange control system affects our access to sufficient foreign currency to meet our currency needs, we may face challenges in paying our expenses as they become due.

Policies on foreign investment in the PRC may adversely affect our business, results of operations, financial condition and prospects.

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) (《外商投資准入特別管理措施(負面清單)(2024年版)》,the “Negative List”) issued by the NDRC and MOFCOM, which set 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 does not fall 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 may be updated from time to time in the future. 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 need to sell or restructure our business which has become restricted or prohibited for foreign investment. If we need to adjust our corporate structure or business line as a result of changes in government policy on foreign investment, our business, results of operations, financial condition and prospects may be adversely affected.

  • 91 -

RISK FACTORS

Our operations are subject to and may be affected by changes in tax laws and regulations in jurisdictions in which we operate.

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 acted in compliance with the requirements under the relevant PRC tax laws and regulations in all material aspects and 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 business, results of operations, financial condition and prospects, as well as our reputation. Furthermore, PRC tax laws and regulations may be adjusted from time to time. For example, under the Individual Income Tax Law of the People's Republic of China (the "IIT Law") (《中華人民共和國個人所得稅法》), which was amended on June 30, 2011 and came into effect on September 1, 2011, foreign nationals who have domiciles in the PRC, or have no domicile in China but have resided in the PRC for one year or more, would be subject to PRC individual income tax at progressive rates on their income gained within or outside the PRC. The Standing Committee of NPC has approved the amendment of the IIT Law, which became effective on January 1, 2019. Under the amended IIT law, foreign nationals who have no domicile in China but have resided in the PRC for a total of 183 days or more in a tax year would be subject to PRC individual income tax on their income gained within or outside the PRC. Our ability to attract and retain highly skilled foreign scientists and research personnel to work in China may be materially affected by such tax regulations, which may in turn have a material adverse effect on our business, results of operations, financial condition and prospects.

The liabilities, costs, obligations, and requirements associated with these laws and regulations may cause interruptions to our operations or impact our financial position and results of operations. For example, regulations concerning transfer pricing between associated enterprises require that intra-group transactions and related-party transactions comply with the arm's length principle. If any of such transactions fail to comply with this principle, the relevant tax authorities have the power to make adjustments following certain procedures. There is no assurance that competent tax authorities will not review and challenge our intra-group transactions and related-party transactions, or that the relevant regulations or standards will remain unchanged in the future. Any determination by a tax authority that the pricing of such transactions does not comply with applicable rules may result in adjustments to taxable income, reallocation of income, or additional tax liabilities, which could adversely affect our business, operations, and financial results.

The tax laws and regulations in jurisdictions in which we operate may change from time to time in the future and may also have an adverse effect on our business, results of operations, financial condition and prospects.

  • 92 -

RISK FACTORS

If our preferential tax treatments are revoked, become unavailable or if the calculation of our tax liability is successfully challenged by the PRC tax authorities, we may be required to pay tax, interest and penalties in excess of our tax provisions, and our results of operations and financial condition could be adversely affected.

Operating in the EV home charging solution industry, we enjoy various types of preferential tax treatment according to the prevailing mainland Chinese tax laws. Our mainland Chinese entities may, if they meet the relevant requirements, qualify for certain types of preferential treatment, including tax relief for high-tech enterprises and Tax incentives for small and micro enterprises.

If our preferential tax treatments are revoked, become unavailable or if the calculation of our tax liability is successfully challenged by the PRC tax authorities, the discontinuation of any of the various types of preferential tax treatment we enjoy could adversely affect our results of operations and financial condition. For details, see “Financial Information — Description of Key Components of Comprehensive Income — Taxation — PRC.”

The relevant competent authorities may require us to pay additional social insurance fees or housing provident fund or impose late payment penalties on us.

Pursuant to the PRC laws and regulations, we are required to participate in the employee social welfare plan administered by local governments. Such plan consists of pension insurance, medical insurance, work-related injury insurance, maternity insurance, unemployment insurance and housing provident fund. The amount we are required to contribute for each of our employees under such plan should be calculated based on the minimum and maximum level as from time to time prescribed by national laws and regulations and local authorities. During the Track Record Period and as of the Latest Practicable Date, we had not made social insurance and housing provident funds for some of our employees in full in accordance with the relevant PRC laws and regulations. As a result, we may be required by competent authorities to pay the outstanding amount, and may be subject to late payment penalties or enforcement application made to the court. For details, see “Business — Legal Proceedings and Non-Compliance — Social Insurance and Housing Provident Funds.” As advised by our PRC Legal Advisor, pursuant to relevant PRC laws and regulations, we may be required to pay all outstanding social insurance contributions within a prescribed period, with late fees at a daily rate of 0.05% of the outstanding amount, accruing from the date when the social insurance contributions are due. If this payment is not made within the stipulated period, the competent authority may further impose a fine of one to three times of the overdue amount on us. In addition, pursuant to relevant PRC laws and regulations, in case of a failure to pay housing provident fund in full, the relevant housing provident fund management center may require us to pay the outstanding amount within a prescribed period. If the payment is not made within such time limit, an application may be made to the PRC courts for compulsory enforcement. If these enforcement actions were taken by relevant authorities, our financial position and results of operations could be materially and adversely affected. As of the Latest Practicable Date, no competent government authorities had imposed administrative action, fine or penalty to us with respect to this non-compliance incident nor had any competent

  • 93 -

RISK FACTORS

government authorities required us to settle the outstanding amount of social insurance payments and housing provident fund contributions. We cannot guarantee you that the competent government authorities will not require us to settle the outstanding amount within the specified time limit or impose late payment penalties on us. Such action may have an adverse impact on our results of operations and financial condition.

According to the Interpretation II of the Supreme People's Court of Issues Concerning the Application of Law in the Trial of Labor Dispute Cases (《最高人民法院關於審理勞動爭議案件適用法律問題的解釋(二)》) enacted by the Supreme People's Court on 31 July 2025 and implemented on 1 September 2025, where an employer fails to pay social insurance premiums in accordance with the law, and the employee requests to terminate the employment contract and for the employer to pay economic compensation, the people's court shall support such requests in accordance with the law. Where an employer, after making up the social insurance contributions in accordance with the law under the circumstances stipulated in the preceding paragraph, requests the employee to return the social insurance compensation already paid, the people's court shall support such request in accordance with the law. If laws and regulations regarding social insurance and housing provident fund change in the future and if we fail to comply in a timely manner, we could be subject to penalties or other risks. In addition, although no employee has raised any disputes with us in relation to social insurance or housing provident fund matters as of the Latest Practicable Date, we cannot assure you that such claims or disputes will not arise in the future, which may adversely affect our results of operations and financial condition.

PRC cybersecurity and data security measures and regulations could affect our business. Complying with applicable data protection laws and regulations is essential to avoid regulatory actions and other legal liabilities that could adversely affect our reputation.

We acquire certain personal information of our customers and users, such as telephone numbers and address, during the course of our business. For more details, please refer to the paragraphs headed “Business — Intellectual Property Rights — Information Technology System” and “Regulations — Regulations on Internet Information Security and Privacy Protection.”

On December 28, 2021, the CAC and other regulatory authorities jointly revised and promulgated the Cybersecurity Review Measures, which stipulate that (i) critical information infrastructure operators (“CIIO”) purchasing network products and services which affects or may affect national security, must file for the cybersecurity review; (ii) the internet platform operators holding personal information of more than one million users seeking a listing in a foreign country must file for the cybersecurity review; and (iii) where members of the cybersecurity review working mechanism believe that network products and services and data processing activities affect or are likely to affect national security, the Cybersecurity Review Office shall report to the Central Cyberspace Affairs Commission for approval as per procedure, and then conduct a review in accordance with the Cybersecurity Review Measures. As of the Latest Practicable Date, we had not been identified as a CIIO under current effective PRC laws and regulations. Our PRC Legal Advisor conducted consultation via the hotline

  • 94 -

RISK FACTORS

published by the CAC on a named basis on behalf of us on February 6, 2024, with a staff member of the China Cybersecurity Review, Certification and Market Regulation Big Data Center (中國網絡安全審查認證和市場監管大數據中心) (the "CCRC"), whose name used before was 中國網絡安全審查技術與認證中心. The CCRC is a competent authority on this consultation, because it is entrusted by the Cybersecurity Review Office under the CAC with authority to accept and review of application materials and to set up a hotline for consultation regarding the cybersecurity review, according to the official announcement by the CAC. Based on such consultation, our PRC Legal Advisor advised us that we do not need to proactively file for the cybersecurity review, given Hong Kong is part of the PRC and does not belong to any "foreign country" as contemplated in the Cybersecurity Review Measures. Our PRC Legal Advisor also advised us that we are not obliged to file for the cybersecurity review when purchasing network products and services in accordance with the Cybersecurity Review Measures, on the basis that (i) as the Regulations on Protection of Critical Information Infrastructure (《關鍵信息基礎設施安全保護條例》) ("CIIO Regulation") stipulate that the competent authorities and the supervision and administration departments of the important industries and sectors involved in Article 2 ("Protection Departments") of the CIIO Regulation shall be responsible for the security protection of critical information infrastructures, and the Protection Departments shall be responsible for organizing the recognition of the critical information infrastructures within the industries and sectors according to the recognition rules, and shall inform the recognized CIIO accordingly; and (ii) as of the Latest Practicable Date, we had not received any notification from relevant regulatory authorities of being identified as a CIIO. In addition, during the Track Record Period and up to the Latest Practicable Date, we have not received any inquiry, notice, or warning from any PRC government authorities, and had not been subject to any investigation, sanctions or penalties made by any PRC government authorities regarding cybersecurity review. As the Cybersecurity Review Measures have been released recently, some provisions and implementation standards in the measures are still subject to the further guidance by relevant authorities. The relevant authorities have discretion in the interpretation and enforcement of such regulations, and we will closely monitor and assess any development in the rule-making process. If we become subject to cybersecurity review or investigations launched by PRC regulators in the future, despite our commitment to complying with applicable data protection laws and regulations, we may not be able to complete the cybersecurity review procedures on time, which may result in fines or other penalties, including suspension of relevant business, website closure, removal of our mini-programs from the relevant distribution platforms, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings or actions against us, which may have a material adverse effect on our business, financial condition or results of operations.

We have adopted internal measures to ensure our compliance with relevant laws and regulations, but we cannot assure you that we will always be able to comply with the evolving regulatory requirements in connection with cybersecurity, data and privacy protection in the PRC in all aspects, and a non-compliance may lead to regulatory actions against us, even not material. Even if we endeavor to comply with relevant laws and regulations and ensure those internal policies and measures to be effective and adequate, we may not always be able to do so, as these laws and regulations are relatively new and are subject to the interpretation and implementation by relevant government authorities in practice. Any resulting non-compliance

  • 95 -

RISK FACTORS

may lead to regulatory actions, investigations or litigations against us. Even if these actions, investigations or litigations do not result in any liability to us, we could incur significant costs in investigating and defending against them and could be subject to negative publicity about our privacy and data protection practices, which may affect our reputation in the marketplace. Our potential risks related to our collection and use of data and information system could require us to implement measures to reduce our exposure to liability, which may require us to expend substantial resources and limit the attractiveness of our services to our patients and partnered hospitals. As a result, our business, results of operations financial condition and prospects could be materially and adversely affected.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in the jurisdictions where we operate or our management named in the document based on foreign laws.

The recognition and enforcement of judicial decisions and arbitral awards across different jurisdictions usually involve certain difficulties. If there is a treaty or agreement on mutual legal assistance signed between countries or regions belonging to different jurisdictions, it is necessary to carry out the required processes and procedures for the recognition and enforcement of a foreign legal instrument in accordance with the relevant treaty or agreement, and the recognition and enforcement of the foreign legal instrument can only be carried out upon the approval of the local relevant competent authority. Such process may be complicated and time-consuming with a possibility of non-recognition or non-enforcement. If there is no such treaty or agreement, the application for the recognition and enforcement of a foreign legal instrument can usually only be made through the principle of reciprocity, which may be even more difficult or impossible.

On July 14, 2006, the Supreme People's Court of the PRC and the Government of the Hong Kong Special Administrative Region signed an Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters (《最高人民法院關於內地與香港特別行政區法院相互認可和執行當事人協議管轄的民商事案件判決的安排》)(the "Arrangement"). Under the Arrangement, a party with an enforceable final court judgment rendered by any designated people's court of China or any designated Hong Kong court requiring payment of money in a civil and commercial case according to a written choice of court agreement, may apply for recognition and enforcement of the judgment in the relevant people's court of China or Hong Kong court. A written choice of court agreement is defined as any agreement in writing entered into between parties after the effective date of the Arrangement in which a Hong Kong court or a PRC court is expressly designated as the court having sole jurisdiction for the dispute. Therefore, it may not be possible to enforce a judgment rendered by a Hong Kong court in China if the parties in the dispute did not agree to enter into a choice of court agreement in writing. As a result, it may be difficult or impossible for investors to effect service of process against certain of our assets or Directors in China in order to seek recognition and enforcement of foreign judgments in China.

  • 96 -

RISK FACTORS

On January 18, 2019, the Supreme People’s Court of the PRC and Hong Kong entered into an agreement regarding the scope of judgments which may be enforced between China and Hong Kong (《關於內地與香港特別行政區法院相互認可和執行民商事案件判決的安排》) (the “New Arrangement”). The New Arrangement will broaden the scope of judgments that may be enforced between China and Hong Kong under the Arrangement. Whereas a choice of jurisdiction needs to be agreed in writing in the form of an agreement between the parties for the selected jurisdiction to have exclusive jurisdiction over a matter under the Arrangement, the New Arrangement provides that the court where the judgment was sought could apply jurisdiction in accordance with the certain rules without the parties’ agreement. The New Arrangement replaced the Arrangement when the former became effective on January 29, 2024. We cannot assure you that any action brought in China by holders of H Shares to enforce a Hong Kong arbitration award made in favor of holders of H Shares would succeed.

Furthermore, although we will be subject to the Listing Rules and the Takeovers Code upon the listing of our H Shares on the Stock Exchange, the holders of H Shares will not be able to bring actions on the basis of violations of the Listing Rules and must rely on the Stock Exchange to enforce its rules. Moreover, the Takeovers Code does not have the force of law and provides only standards of commercial conduct considered acceptable for takeover and merger transactions and share repurchases in Hong Kong.

Disputes between holders of H Shares and us, our Directors, supervisors, senior officers or holders of non-listed shares, arising out of our Articles of Association or the rights or obligations conferred or imposed upon by the PRC Company Law and related rules and regulations concerning our affairs, including the transfer of our H Shares, are to be resolved through arbitration rather than by a court of law. A claimant may elect to submit a dispute to arbitration organizations in Hong Kong or in China. Awards that are made by the PRC arbitral authorities recognized under the Arbitration Ordinance of Hong Kong can be enforced in Hong Kong. Hong Kong arbitration awards may be recognized and enforced by PRC courts, subject to the satisfaction of certain PRC legal requirements. However, we cannot assure you that any action brought in China by any holder of H Shares to enforce a Hong Kong arbitral award made in favor of holders of H Shares would succeed.

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 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 (《財政部、國家稅務總局關於個

  • 97 -

RISK FACTORS

人所得税若干政策問題的通知》 (Cai Shui Zi [1994] No. 020) issued by the MOF and SAT on May 13, 1994, the income gained by individual foreigners from dividends and bonuses of enterprises with foreign investment are exempted from individual income tax for the time being. In addition, under the IIT Law and its implementation regulations, non-PRC resident individual holders of H shares are subject to individual income tax at a rate of 20% on gains realized upon the sale or other disposition of H shares. However, pursuant to Circular of Declaring that Individual Income Tax Continues to be Exempted over Income of Individuals from the Transfer of Shares (《關於個人轉讓股票所得繼續暫免徵收個人所得稅的通知》) (Cai Shui Zi [1998] No. 61) issued by the MOF and the SAT on March 30, 1998, from January 1, 1997, the income of individuals from the transfer of the shares of listed enterprises continues to be exempted from individual income tax.

As of the Latest Practicable Date, no aforementioned provisions have expressly provided that individual income tax shall be levied on non-PRC resident individual holders on the transfer of shares in PRC resident enterprises listed on overseas stock exchanges, and to our knowledge, no such individual income tax was levied by PRC tax authorities in practice. However, there is no assurance that the PRC tax authorities will not change these practices which could result in levying income tax on non-PRC resident individual holders on gains from the sale of H shares.

For non-PRC resident enterprises that do not have establishments or premises in China, and for those that have establishments or premises in China but whose income is not related to such establishments or premises, under the EIT Law and its implementation regulations, dividends paid by us and gains realized by such foreign enterprises upon the sale or other disposition of H Shares are subject to PRC enterprise income tax at a 10% rate. In accordance with the Circular on Issues Relating to Withholding of Enterprise Income Tax by PRC Resident Enterprises on Dividends Paid to Overseas Non-PRC Resident Enterprise Shareholders of H Shares (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》) (Guo Shui Han [2008] No. 897) issued by SAT on November 6, 2008, the withholding tax rate for dividends payable to non-PRC resident enterprise holders of H Shares will be 10% and we intend to withhold tax at a rate of 10% from dividends paid to non-PRC resident enterprise holders of our H Shares (including HKSCC Nominees). Non-PRC resident enterprises that are entitled to be taxed at a reduced rate under an applicable income tax treaty or arrangement will be required to apply to the PRC tax authorities for a refund of any amount withheld in excess of the applicable treaty rate, and payment of such refund will be subject to the PRC tax authorities' approval.

Despite the arrangements mentioned above, the PRC tax laws and regulations as well as the interpretation and application of such laws and regulations may change from time to time in the future which may adversely affect the value of your investment in our H Shares.

  • 98 -

RISK FACTORS

Payment of dividends is subject to restrictions in jurisdictions in which we operate.

Under PRC law, dividends may be paid only out of distributable profit, for which the PRC laws do not specify the applicable accounting principles. Distributable profit is our profit as determined under PRC GAAP or IFRS, whichever is lower, less any recovery of accumulated losses and appropriations to statutory and other reserves that we are required to make. We may not have sufficient or any distributable profit to enable us to make dividend distributions to our Shareholders, including in years in which we are profitable. Any distributable profit not distributed in a given year is retained and available for distribution in subsequent years. Our PRC Legal Advisor is of the view that after making up losses and appropriation of statutory reserves, we may distribute after-tax profits.

In addition, we are required to comply with the dividend distribution rules prescribed by the PRC regulatory authorities when determining our dividend payout ratios. The PRC regulatory authorities may further amend the dividend distribution rules for listed companies in the future, which may significantly affect the amount of capital available to support the development and growth of our business. Moreover, as the calculation of distributable profits under PRC GAAP is different from the calculation under IFRS in certain respects, our subsidiaries may not have distributable profits as determined under PRC GAAP, even if they have profits for that year as determined under IFRS, or vice versa.

Similarly, we may face restriction of dividend distribution from our subsidiaries in other geographic markets. For example, our subsidiaries in Thailand are required to set aside, at each dividend distribution, at least 5% of the profit until the reserve fund reaches 10% of the registered capital of the company. See "Regulations — Laws and Regulations in Relation to Our Business in Thailand — Regulation on Distribution of Dividend."

Accordingly, we may not receive sufficient distributions from our subsidiaries. Failure by our subsidiaries to pay dividends to us could have a negative impact on our cash flows and our ability to make dividend distributions to our Shareholders in the future, including those periods in which our financial statements indicate that our operations have been profitable.

RISKS RELATED TO THE GLOBAL OFFERING

There has been no prior public market for our H Shares and the liquidity and market price of our H Shares may be volatile.

Prior to the completion of the Global Offering, there has been no public market for our H Shares. There can be no guarantee that an active trading market for our H Shares will develop or be sustained after the completion of the Global Offering. The Offer Price is the result of negotiations between our Company, the Overall Coordinators (for themselves and on behalf of the Underwriters), which may not be indicative of the price at which our H Shares will be traded following completion of the Global Offering. The market price of our H Share may drop below the Offer Price at any time after completion of the Global Offering.

  • 99 -

RISK FACTORS

The trading price of our H Shares may be volatile, which could result in substantial losses to you.

The trading price of our H Shares may be volatile and could fluctuate widely in response to factors beyond our control, including general market conditions of the securities markets in Hong Kong, China, the United States and elsewhere in the world. In particular, the performance and fluctuation of the market prices of other companies with business operations located mainly in mainland China that have listed their securities in Hong Kong may affect the volatility in the price of and trading volumes for our H Shares. A number of mainland China-based companies have listed their securities, and some are in the process of preparing for listing their securities, in Hong Kong. Some of these companies have experienced significant volatility, including significant price declines after their initial public offerings. The trading performances of the securities of these companies at the time of or after their offerings may affect the overall investor sentiment towards mainland China-based companies listed in Hong Kong and consequently may impact the trading performance of our H Shares. Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing Shareholders (including the Pre-IPO Investors) could not dispose of any of the Shares held by them. Due to such lock-up requirement, the liquidity and trading volume of the H Shares in the short term following the Global Offering may be significantly affected. These factors may significantly affect the market price and volatility of our H Shares, regardless of our actual operating performance.

Future sales or perceived sales of substantial amounts of our H Shares in the public market could have a material 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 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.

You will incur immediate and substantial dilution if the Offer Price of the Offer Shares is higher than the net tangible asset value per H Share 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 H Share immediately prior to the Global Offering. Therefore, purchasers of the Offer Shares in the Global Offering will experience an immediate dilution in pro forma consolidated net tangible asset value. There can be no assurance that if we were to immediately liquidate after the Global Offering, any assets will be distributed to Shareholders after the creditors' claims. To expand

  • 100 -

RISK FACTORS

our business, we may consider offering and issuing additional Shares in the future. Purchaser 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.

Our Controlling Shareholders have significant influence over us and their interests may not always be aligned with the interest of our other Shareholders.

Immediately upon the completion of the Global Offering, without taking into account any Shares which may be issued pursuant to the exercise of the Over-Allotment Option, our Controlling Shareholders will collectively control approximately 42.93% of the voting power at our general meetings. Our Controlling Shareholders will, through their voting power at the Shareholders' meetings and their delegates on the Board, have significant influence over our business and affairs, including decisions in respect of mergers or other business combinations, acquisition or disposition of assets, issuance of additional Shares or other equity securities, timing and amount of dividend payments, and our management. Our Controlling Shareholders may not act in the best interests of our minority Shareholders. This concentration of ownership may also discourage, delay or prevent a change in control of our Company, which could deprive our Shareholders of an opportunity to receive a premium for the Shares as part of a sale of our Company and may significantly reduce the price of our H Shares.

There can be no assurance of the accuracy or completeness of certain facts, forecasts and other statistics obtained from official government sources.

This Prospectus, particularly the section headed "Industry Overview," contains information and statistics relating to the EV home charging solution industry that we obtained from various official government sources. We believe that the sources of the information are appropriate sources for such information, and we have taken reasonable care in extracting and reproducing such information. However, we cannot guarantee the quality or reliability of such source materials. The information from official governmental sources has not been independently verified by us, the Sole Sponsor, the Joint Global Coordinators, the Overall Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters or any other party involved in the Global Offering, and no representation is given as to its accuracy. Collection methods of such information may be flawed or ineffective, or there may be discrepancies between published information and market practice, which may result in the statistics being inaccurate or not comparable to statistics produced for other economies. In addition, we cannot assure you that such information is stated or compiled on the same basis or with the same degree of accuracy as or consistent with similar statistics presented elsewhere, and such information may not be complete or up to date. In any event, you should consider carefully the importance placed on such information or statistics.

  • 101 -

RISK FACTORS

You should read the entire Prospectus carefully and should not rely on any information contained in press articles or other media regarding us and the Global Offering.

We strongly caution you not to rely on any information contained in press articles or other media regarding us and the Global Offering. Prior to the publication of this Prospectus, there has been press and media coverage regarding us, our business, our industry and the Global Offering. There may be additional media coverage regarding us, our business, our industry and the Global Offering subsequent to the date of this Prospectus but prior to the completion of the Global Offering. Such press and media coverage may include references to certain information that does not appear in this Prospectus, including certain operating and financial information and projections, valuations and other information. None of us or any other person involved in the Global Offering has authorized the disclosure of any such information in the press or media and none of us accepts any responsibility for any such press or media coverage or the accuracy or completeness of any such information or publication. We make no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication. To the extent that any such information is inconsistent or conflicts with the information contained in this Prospectus, we disclaim responsibility for it and you should not rely on such information.

  • 102 -

INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

DIRECTORS' RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS

This Prospectus, for which our Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules and the Listing Rules for the purpose of giving information to the public with regard to the Group. Our Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this Prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this Prospectus misleading.

UNDERWRITING AND INFORMATION ON THE GLOBAL OFFERING

This Prospectus is published solely in connection with the Hong Kong Public Offering, which forms part of the Global Offering. The Global Offering comprises the Hong Kong Public Offering of initially 597,900 Offer Shares and the International Offering of initially 5,381,000 Offer Shares (subject to, in each case, reallocation on the basis referred to under the section headed "Structure of the Global Offering" in this Prospectus and, in case of the International Offering, to any exercise of the Over-Allotment Option).

The listing of our H Shares on the Stock Exchange is sponsored by the Sole Sponsor and the Global Offering is managed by the Overall Coordinators. The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters pursuant to the Hong Kong Underwriting Agreement. The International Underwriting Agreement relating to the International Offering is expected to be entered into on or around October 8, 2025. Further information regarding the Underwriters and the Underwriting Agreements are set out in the section headed "Underwriting."

The Hong Kong Offer Shares are offered solely on the basis of the information contained and representations made in this Prospectus and on the terms and subject to the conditions set out herein and therein. No person is authorized to give any information in connection with the Global Offering or to make any representation not contained in this Prospectus and any information or representation not contained herein and therein must not be relied upon as having been authorized by the Company, the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, any of their respective directors, officers, employees, partners, agents, or advisors or any other party involved in the Global Offering.

Neither the delivery of this Prospectus nor any subscription or acquisition made under it shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in our affairs since the date of this Prospectus or imply that the information contained in this Prospectus is correct as of any date subsequent to the date of this Prospectus.

  • 103 -

INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

Further information regarding the structure of the Global Offering, including its conditions, are set out in the section headed "Structure of the Global Offering," and the procedures for applying for our Hong Kong Offer Shares are set out in the section headed "How to Apply for the Hong Kong Offer Shares."

CSRC FILING

On May 13, 2025, the CSRC has issued a notification on our Company's completion of the PRC filing procedures for the listing of our H Shares on the Stock Exchange and the Global Offering. As advised by our PRC Legal Advisor, our Company has completed all necessary filings with the CSRC in the PRC in relation to the Global Offering and the Listing.

CONVERSION OF UNLISTED SHARES INTO H SHARES

The Company has applied for conversion of 53,809,907 Unlisted Shares held by all the existing Shareholders into H Shares. The relevant filing procedures in relation to the conversion of the Unlisted Shares have been completed on May 13, 2025. See the sections headed "History, Development and Corporate Structure" and "Share Capital" for details of the Shareholders and their interests in the Company and the relevant procedures for conversion of Unlisted Shares into H Shares.

RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES

Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will be required to, or be deemed by his/her acquisition of the Hong Kong Offer Shares to, confirm that he/she is aware of the restrictions on offers and sales of the Shares described in this Prospectus.

No action has been taken to permit a public offering of the Offer Shares in any jurisdiction other than Hong Kong, and no action has been taken to permit the distribution of this Prospectus in any jurisdiction other than Hong Kong. Accordingly, without limitation to the following, this Prospectus may not be used for the purpose of, and does not constitute, an offer or invitation in any jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer or invitation. The distribution of this Prospectus and the offering and sales of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom. In particular, the Hong Kong Offer Shares have not been publicly offered or sold, directly or indirectly, in the PRC or the United States.

  • 104 -

INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

APPLICATION FOR LISTING OF THE H SHARE ON THE STOCK EXCHANGE

We have applied to the Listing Committee for the granting of the listing of, and permission to deal in, the H Shares to be issued by us pursuant to the Global Offering (including any Shares which may be issued pursuant to the exercise of the Over-Allotment Option) and the Conversion of Unlisted Shares into H Shares.

Dealings in the H Shares on the Stock Exchange are expected to commence on Friday, October 10, 2025. No part of our share capital was listed on or dealt in on any other stock exchange and no such listing or permission to list was being or proposed to be sought on the Stock Exchange or any other stock exchange as of the date of this Prospectus. All the Offer Shares will be registered on our H Share register of members in order to enable them to be traded on the Stock Exchange.

Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any allotment made in respect of any application will be invalid if the listing of, and permission to deal in, our H Shares on the Stock Exchange is refused before the expiration of three weeks from the date of the closing of the application lists, or such longer period (not exceeding six weeks) as may, within the said three weeks, be notified to the Company by or on behalf of the Stock Exchange.

OVER-ALLOTMENT OPTION AND STABILIZATION

Details of the arrangements relating to the Over-Allotment Option and stabilization are set out under the sections headed "Underwriting" and "Structure of the Global Offering."

H SHARE REGISTER OF MEMBERS AND HONG KONG STAMP DUTY

All of the H Shares issued pursuant to applications made in the Hong Kong Public Offering will be registered on our H Share register of members to be maintained in Hong Kong by our H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. Our principal register of members will be maintained by us at our head office in the PRC.

Dealings in the H Shares registered in our H Share register will be subject to Hong Kong stamp duty. Hong Kong stamp duty currently is charged to each of the seller and purchaser at the ad valorem rate of 0.1% on the higher of the consideration for or the market value of the H Shares transferred. In other words, a total of 0.2% will be payable on a typical sale and purchase transaction of the H Shares. In addition, a fixed stamp duty of HK$5.00 is currently payable on each instrument of transfer of H Shares. Investors should seek professional tax advice for further details of Hong Kong stamp duty.

Unless otherwise determined by our Board, dividends will be paid to Shareholders whose names are listed on our H Share register of members in Hong Kong, by ordinary post, at the Shareholders' risk in Hong Kong dollars to the registered address of each Shareholder.

  • 105 -

INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

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 Offer Shares or exercising rights attached to them. None of us, the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, any of their respective directors, officers, employees, partners, agents, advisors or representatives or any other person or party involved in the Global Offering accepts responsibility for any tax effects on, or liabilities of, any person resulting from the subscription, purchasing, holding, disposition of, or dealing in, the Offer Shares or exercising any rights attached to them.

SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS

Subject to the granting of the listing of, and permission to deal in, the Offer Shares on the Stock Exchange and our compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the H Shares on the Stock Exchange or any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made for the H Shares to be admitted into CCASS.

Investors should seek the advice of their stockbrokers or other professional advisors for details of the settlement arrangements and how such arrangements will affect your rights and interests as such arrangements may affect their rights and interests.

PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES

The procedures for applying for Hong Kong Offer Shares are set out in the section headed "How to Apply for the Hong Kong Offer Shares."

STRUCTURE OF THE GLOBAL OFFERING

Details of the structure of the Global Offering, including its conditions, are set out in the section headed "Structure of the Global Offering."

  • 106 -

INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

EXCHANGE RATE CONVERSION

Solely for your convenience, this Prospectus contains translations among certain amounts denominated in RMB, Hong Kong dollars and USD. No representation is made that the amounts denominated in one currency could actually be converted into the amounts denominated in another currency at the rates indicated or at all. Unless indicated otherwise, (i) the translations between RMB and USD were made at the rate of RMB7.1106 to US$1.00, being the PBOC rate prevailing on September 22, 2025, (ii) the translations between Hong Kong dollars and RMB were made at the rate of RMB0.9150 to HK$1.00, being the PBOC rate prevailing on September 22, 2025; and (iii) the translations between US dollars and Hong Kong dollars were made at the rate of HK$7.7712 to US$1.00, being the PBOC rate prevailing on September 22. Any discrepancies in any table between totals and sums of amounts listed therein are due to rounding.

LANGUAGE

If there is any inconsistency between this Prospectus and the Chinese translation of this Prospectus, this Prospectus shall prevail. However, the English names of the PRC nationals, entities, departments, facilities, certificates, titles, laws, regulations and the like are translations of their Chinese names and are included for identification purposes only. If there is any inconsistency, the Chinese name prevails.

ROUNDING

Certain amounts and percentage figures included in this Prospectus have been subject to rounding adjustments, or have been rounded to one or two decimal places. Any discrepancies in any table, chart or elsewhere between totals and sums of amounts listed therein are due to rounding.

MARKET SHARE DATA CONVENTION

The statistical and market share information contained in this Prospectus has been derived from official government publications and other sources, including information or data provided by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. Unless otherwise indicated, the information has not been verified by us independently. This statistical information may not be consistent with other statistical information from other sources within or outside the PRC. While reasonable caution has been made in the process of reproducing the data and statistics extracted from such official government publications or other sources, the Sole Sponsor and our Company, or any of their directors, employees, agents, and representatives make no representation to the appropriateness, accuracy, completeness or reliability of any such statistical and market share information.

  • 107 -

WAIVERS

In preparation for the Global Offering, we have sought the following waivers from strict compliance with the relevant provisions of the Listing Rules:

WAIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG

Pursuant to Rule 8.12 of the Listing Rules, our Company must have a sufficient management presence in Hong Kong. This normally means that at least two of our Executive Directors must be ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further provides that the requirement in Rule 8.12 of the Listing Rules may be waived by having regard to, among other considerations, our arrangements for maintaining regular communication with the Stock Exchange.

We do not have sufficient management presence in Hong Kong for the purpose of satisfying the requirements under Rule 8.12 of the Listing Rules. Our Group's management, business operations and assets are primarily based outside Hong Kong. The principal management headquarters and senior management of our Group are primarily based in China. Our Directors consider that either by means of relocation of our existing Executive Directors or the appointment of Executive Directors who will be ordinarily resident in Hong Kong would not be beneficial to, or appropriate for, our Group and therefore would not be in the best interests of our Company and our Shareholders as a whole.

Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from strict compliance with the requirements under Rule 8.12 and Rule 19A.15 of the Listing Rules. We will ensure that there is a regular and effective communication between us and the Stock Exchange by way of the following arrangements:

(a) pursuant to Rule 3.05 of the Listing Rules, we have appointed and will continue to maintain two authorized representatives, who will act as our principal channel of communication with the Stock Exchange and ensure that our Company complies with the Listing Rules at all times. The two authorized representatives are Dr. Huang and Ms. Au Wing Sze (區詠詩) (“Ms. Au”). Each of our authorized representatives will be available to meet with the Stock Exchange within a reasonable time frame upon the request of the Stock Exchange and will be readily contactable by phone and email. Each of the authorized representatives is authorized to communicate on our behalf with the Stock Exchange;

(b) each of the authorized representatives has means to contact all of our Directors (including our independent non-executive Directors) promptly at all times as and when the Stock Exchange wishes to contact our Directors for any matters. To enhance communication between the Stock Exchange, our authorized representatives and our Directors, we have implemented a policy that (i) each Director has provided their respective contact details (including phone number and e-mail address) to the authorized representatives; (ii) in the event that a Director expects to travel or is otherwise out of office, he/she will endeavour to provide his/her phone number of the place of his/her accommodation to the authorized representatives or maintain an open line of communication via his/her mobile phone;

  • 108 -

WAIVERS

(c) our Directors who are not ordinarily resident in Hong Kong possess or can apply for valid travel documents to visit Hong Kong and will be able to meet with the Stock Exchange within a reasonable period of time when required;

(d) we have appointed Shenwan Hongyuan Capital (H.K.) Limited as our compliance advisor (the “Compliance Advisor”) pursuant to Rule 3A.19 of the Listing Rules for a period commencing on the Listing Date and ending on the date on which we comply with Rule 13.46 of the Listing Rules in respect of our financial results for the first full financial year commencing after the Listing Date. The Compliance Advisor will have access at all times to our authorized representatives, our Directors and our senior management as prescribed by Rule 3A.23 of the Listing Rules, who will act as the additional channel of communication with the Stock Exchange when the authorized representatives are not available. Our Company shall ensure that our authorized representatives, Directors and our senior management members will timely provide such information and assistance as the Compliance Advisor may need or may reasonably request in connection with the performance of the Compliance Advisor’s duties as set forth in the Listing Rules;

(e) we have provided the Stock Exchange with the names, mobile phone numbers, office phone numbers, fax numbers and email addresses of at least two of the Compliance Advisor’s officers who will act as our Compliance Advisor’s contact persons between the Stock Exchange and our Company. We will inform the Stock Exchange as soon as practicable in respect of any change of authorized representatives and/or the Compliance Advisor;

(f) each of our Directors has provided their respective mobile phone numbers, office phone numbers, email addresses and fax numbers (if applicable) to the Stock Exchange;

(g) we will appoint other professional advisors (including legal advisors in Hong Kong) after the Listing to assist us in dealing with any questions which may be raised by the Stock Exchange and to ensure that there will be prompt and effective communication with the Stock Exchange; and

(h) our Company has designated our staff members as the communication officer at our headquarters after the Listing who will be responsible for maintaining day-to-day communication with the authorized representatives and our Company’s professional advisors in Hong Kong, including our legal advisors in Hong Kong and the Compliance Advisor, to keep abreast of any correspondences and/or enquiries from the Stock Exchange and report to our Executive Directors to further facilitate communication between the Stock Exchange and our Company.

  • 109 -

WAIVERS

WAIVER IN RESPECT OF JOINT COMPANY SECRETARIES

Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary who, by virtue of his/her academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of the company secretary. Note 1 to Rule 3.28 of the Listing Rules provides that the Stock Exchange considers the following academic or professional qualifications to be acceptable:

(a) a member of The Hong Kong Chartered Governance Institute;

(b) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of the Laws of Hong Kong); and

(c) a certified public accountant as defined in the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong).

Note 2 to Rule 3.28 of the Listing Rules further provides that the Stock Exchange considers the following factors in assessing the "relevant experience" of the individual:

(a) length of employment with the issuer and other issuers and the roles he/she played;

(b) familiarity with the Listing Rules and other relevant laws and regulations including the SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code;

(c) relevant training taken and/or to be taken in addition to the minimum requirement under Rule 3.29 of the Listing Rules; and

(d) professional qualifications in other jurisdictions.

Our Company has appointed Mr. Jiang Yuxiao (蔣宇驍) ("Mr. Jiang"), as one of our joint company secretaries. Mr. Jiang has extensive experience in financing and investment services. The Company believes that it would be in the best interests of the Company and the corporate governance of the Group to have as its joint company secretary a person such as Mr. Jiang, who is the secretary of Board and who has day-to-day knowledge of the Company's affairs. Mr. Jiang has the necessary nexus to the Board and close working relationship with management of the Company in order to perform the function of a joint company secretary and to take the necessary actions in the most effective and efficient manner. However, Mr. Jiang presently does not possess any of the qualifications under Rules 3.28 and 8.17 of the Listing Rules, and may not be able to solely fulfill the requirements of the Listing Rules. Therefore, we have appointed Ms. Au Wing Sze (區詠詩) ("Ms. Au"), an associate member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom, who fully meets the requirements stipulated under Rules 3.28 and 8.17 of the Listing Rules to act as the other joint company secretary and to provide assistance to Mr. Jiang for an initial period of three years from the Listing Date to enable Mr. Jiang to acquire the "relevant experience" under Note 2 to Rule 3.28 of the Listing Rules so as to fully comply with the requirements set forth under Rules 3.28 and 8.17 of the Listing Rules.

  • 110 -

WAIVERS

Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules such that Mr. Jiang may be appointed as a joint company secretary of our Company. The waiver is valid for an initial period of three years from the Listing Date, and is granted on the condition that Ms. Au will work closely with Mr. Jiang to jointly discharge the duties and responsibilities as company secretary and assist Mr. Jiang in acquiring the relevant experience as required under Rules 3.28 and 8.17 of the Listing Rules. Ms. Au will also assist Mr. Jiang in organizing Board meetings and Shareholders' meetings of our Company as well as other matters of our Company which are incidental to the duties of a company secretary. Ms. Au is expected to work closely with Mr. Jiang and will maintain regular contact with Mr. Jiang, the Directors, the Supervisors and the senior management of our Company. The waiver will be revoked immediately if Ms. Au ceases to provide assistance to Mr. Jiang as a joint company secretary for the three-year period after the Listing or where there are material breaches of the Listing Rules by our Company. In addition, Mr. Jiang will comply with the annual professional training requirement under Rule 3.29 of the Listing Rules and will enhance his knowledge of the Listing Rules during the three-year period from the Listing. Mr. Jiang will also be assisted by (a) the Compliance Advisor of our Company, particularly in relation to compliance with the Listing Rules; and (b) the Hong Kong legal advisors of our Company, on matters concerning our Company's ongoing compliance with the Listing Rules and the applicable laws and regulations.

Before the end of the three-year period, the Company must demonstrate and seek the Exchange's confirmation that Mr. Jiang, having had the benefit of Ms. Au's assistance during the three-year period, has attained the relevant experience under note 2 to Rule 3.28 and is capable of discharging the functions of company secretary so that a further waiver would not be necessary.

  • 111 -

DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

DIRECTORS

Name Address Nationality
Executive Directors
Dr. Huang Zhiming (黄志明) Room 1102, No. 12
Lane 10, Weide Road
Yangpu District, Shanghai
PRC Chinese
Mr. Li Xinrui (李欣瑞) Room 402, No. 15
Lane 1199, Jiangwancheng Road
Yangpu District, Shanghai
PRC Chinese
Independent Non-Executive Directors
Ms. Sun Zhili (孫枝麗) Room C2, The Repulse Bay Apartments, No. 101
Repulse Bay Road, Repulse Bay
Hong Kong Chinese (Hong Kong)
Ms. Wu Yushan (吳瑜珊) Room 601, Building 37, No. 13
Wanshou Road
Siming District, Xiamen, Fujian
PRC Chinese
Dr. Lu Ming (陸銘) Room 1401, No. 26
Lane 2828, Chuanzhou Highway
Pudong New District, Shanghai
PRC Chinese
  • 112 -

DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

SUPERVISORS

Mr. Shen Qi (沈琪)
Room 1201, No. 11
Lane 815, Taolin Road
Pudong New District, Shanghai
PRC
Chinese

Ms. Dai Can (戴燦)
Room 7B, Building 1
Block 1, Hongshu Lvzhou
Futian District, Shenzhen, Guangdong
PRC
Chinese

Mr. Liu Xi (劉希)
Room 205, Building 8
No. 1088 Pingxingguan Road
Jing'an District, Shanghai
PRC
Chinese

For details with respect to our Directors and Supervisors, see “Directors, Supervisors and Senior Management.”

  • 113 -

DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

PARTIES INVOLVED IN THE GLOBAL OFFERING

Sole Sponsor

Shenwan Hongyuan Capital (H.K.) Limited
Level 6, Three Pacific Place
1 Queen's Road East
Hong Kong

Sponsor-Overall Coordinator

Shenwan Hongyuan Securities (H.K.) Limited
Level 6, Three Pacific Place
1 Queen's Road East
Hong Kong

Overall Coordinators

Shenwan Hongyuan Securities (H.K.) Limited
Level 6, Three Pacific Place
1 Queen's Road East
Hong Kong

BOCOM International Securities Limited
9/F, Man Yee Building
68 Des Voeux Road Central
Hong Kong

China Industrial Securities International
Capital Limited
32/F, Infinitus Plaza
199 Des Voeux Road Central
Sheung Wan
Hong Kong

First Shanghai Securities Limited
19/F, Wing On House
71 Des Voeux Road Central
Hong Kong

Joint Global Coordinators

Shenwan Hongyuan Securities (H.K.) Limited
Level 6, Three Pacific Place
1 Queen's Road East
Hong Kong

BOCOM International Securities Limited
9/F, Man Yee Building
68 Des Voeux Road Central
Hong Kong

  • 114 -

DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

China Industrial Securities International
Capital Limited
32/F, Infinitus Plaza
199 Des Voeux Road Central
Sheung Wan
Hong Kong

First Shanghai Securities Limited
19/F, Wing On House
71 Des Voeux Road Central
Hong Kong

Joint Bookrunners

Shenwan Hongyuan Securities (H.K.) Limited
Level 6, Three Pacific Place
1 Queen's Road East
Hong Kong

BOCOM International Securities Limited
9/F, Man Yee Building
68 Des Voeux Road Central
Hong Kong

China Industrial Securities International
Capital Limited
32/F, Infinitus Plaza
199 Des Voeux Road Central
Sheung Wan
Hong Kong

First Shanghai Securities Limited
19/F, Wing On House
71 Des Voeux Road Central
Hong Kong

Livermore Holdings Limited
Unit 1214A, 12/F, Tower II
Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong

– 115 –


DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

Yellow River Securities Limited
Room 2701B, 27/F, Tower 1,
Admiralty Center
18 Harcourt Road
Admiralty
Hong Kong

SPDB International Capital Limited
33/F, SPD Bank Tower
1 Hennessy Road
Hong Kong

Joint Lead Managers

Shenwan Hongyuan Securities (H.K.) Limited
Level 6, Three Pacific Place
1 Queen's Road East
Hong Kong

BOCOM International Securities Limited
9/F, Man Yee Building
68 Des Voeux Road Central
Hong Kong

China Industrial Securities International
Capital Limited
32/F, Infinitus Plaza
199 Des Voeux Road Central
Sheung Wan
Hong Kong

First Shanghai Securities Limited
19/F, Wing On House
71 Des Voeux Road Central
Hong Kong

Livermore Holdings Limited
Unit 1214A, 12/F, Tower II
Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong

  • 116 -

DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

Yellow River Securities Limited
Room 2701B, 27/F, Tower 1,
Admiralty Center
18 Harcourt Road
Admiralty
Hong Kong

SPDB International Capital Limited
33/F, SPD Bank Tower
1 Hennessy Road
Hong Kong

West Bull Securities Limited
2701-2703, 27/F, Infinitus Plaza
199 Des Voeux Rd Central
Sheung Wan
Hong Kong

Yuen Meta (International) Securities Limited
2601, 26/F, Wanchai Central Building
89 Lockhart Road
Wanchai
Hong Kong

Capital Market Intermediaries
Shenwan Hongyuan Securities (H.K.) Limited
Level 6, Three Pacific Place
1 Queen's Road East
Hong Kong

BOCOM International Securities Limited
9/F, Man Yee Building
68 Des Voeux Road Central
Hong Kong

  • 117 -

DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

China Industrial Securities International
Capital Limited
32/F, Infinitus Plaza
199 Des Voeux Road Central
Sheung Wan
Hong Kong

First Shanghai Securities Limited
19/F, Wing On House
71 Des Voeux Road Central
Hong Kong

Livermore Holdings Limited
Unit 1214A, 12/F, Tower II
Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong

Yellow River Securities Limited
Room 2701B, 27/F, Tower 1,
Admiralty Center
18 Harcourt Road
Admiralty
Hong Kong

SPDB International Capital Limited
33/F, SPD Bank Tower
1 Hennessy Road
Hong Kong

West Bull Securities Limited
2701-2703, 27/F, Infinitus Plaza
199 Des Voeux Rd Central
Sheung Wan
Hong Kong

Yuen Meta (International) Securities Limited
2601, 26/F, Wanchai Central Building
89 Lockhart Road
Wanchai
Hong Kong

  • 118 -

DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

Legal Advisors to our Company

As to Hong Kong law and United States law

Davis Polk & Wardwell
10/F, The Hong Kong Club Building
3A Chater Road
Hong Kong

As to PRC law

Commerce & Finance Law Offices
12-14th Floor, China World Office 2
No. 1 Jianguomenwai Avenue
Beijing 100004
PRC

As to United States tariffs and export control laws

Commerce & Finance Law Offices LLP
45 Rockefeller Plaza Suite 2000
New York
NY 10111

As to Thailand Law

Siam Premier International Law Office Limited
The Offices at Central World, 26TH Floor
999/9 Rama 1 Road, Pathumwan
Bangkok 10330 Thailand

As to Singapore Law

Gurbani & Co LLC
138 Cecil Street

09-01 Cecil Court

Singapore 069538

  • 119 -

DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

Legal Advisors to the Sole Sponsor and the Underwriters
As to Hong Kong law and United States law
Paul Hastings (Hong Kong) LLP
22F, Bank of China Tower
1 Garden Road
Central
Hong Kong

As to PRC law
Hylands Law Firm
11F Fortune Financial Center
No. 5 Dongsanhuan Zhong Road
Chaoyang District, Beijing
PRC

Reporting Accountant and Auditor
PricewaterhouseCoopers
Certified Public Accountants
Registered Public Interest Entity Auditor
22/F, Prince's Building
Central
Hong Kong

Industry Consultant
Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.
Room 2504
Wheelock Square
1717 Nanjing West Road
Shanghai
PRC

Compliance Advisor
Shenwan Hongyuan Capital (H.K.) Limited
Level 6
Three Pacific Place
1 Queen's Road East
Hong Kong

Main Receiving Bank
Bank of China (Hong Kong) Limited
1 Garden Road
Hong Kong

  • 120 -

DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

Sub-Receiving Banks

Industrial and Commercial Bank of China
(Asia) Limited
33/F, ICBC Tower
3 Garden Road
Central
Hong Kong

Bank of Communications (Hong Kong)
Limited
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

  • 121 -

CORPORATE INFORMATION

Registered Office
Room 1001-1, No. 127, Guotong Road
Yangpu District, Shanghai
PRC

Headquarters and Principal Place of Business in the PRC
Room 1001-1, No. 127, Guotong Road
Yangpu District, Shanghai
PRC

Principal Place of Business in Hong Kong
31/F, Tower Two, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

Company's Website
www.shzhida.com
(The information contained in this website does not form part of this Prospectus)

Joint Company Secretaries
Mr. Jiang Yuxiao (蔣宇驕)
Room 1001-1, No. 127, Guotong Road
Yangpu District, Shanghai
PRC

Ms. Au Wing Sze (區詠詩)
ACG, HKACG
31/F, Tower Two, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

Authorized Representatives
Dr. Huang Zhiming (黃志明)
Room 1102, No. 12
Lane 10, Weide Road
Yangpu District, Shanghai
PRC

Ms. Au Wing Sze (區詠詩)
31/F, Tower Two, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

  • 122 -

CORPORATE INFORMATION

Audit Committee
Ms. Wu Yushan (吳瑜珊) (Chairperson)
Ms. Sun Zhili (孫枝麗)
Dr. Lu Ming (陸鎔)

Remuneration Committee
Ms. Sun Zhili (孫枝麗) (Chairperson)
Dr. Huang Zhiming (黃志明)
Dr. Lu Ming (陸鎔)

Nomination Committee
Dr. Huang Zhiming (黃志明) (Chairperson)
Ms. Sun Zhili (孫枝麗)
Dr. Lu Ming (陸鎔)

H Share Registrar
Computershare Hong Kong Investor Services Limited
Shops 1712-1716, 17th Floor
Hopewell Centre
183 Queen's Road East
Wan Chai
Hong Kong

Principal Bank
Industrial and Commercial Bank of China Shanghai Wujiaochang Branch
Floor L1, No. 1099 Xiangyin Road
Yangpu District, Shanghai
PRC

  • 123 -

INDUSTRY OVERVIEW

The information and statistics set out in this section have been extracted, in part, from various official government sources and a market research report prepared by Frost & Sullivan (the "F&S Report") and commissioned by us. We believe that these sources of this information are appropriate sources for such information and have taken reasonable care in extracting and reproducing such information. We have no reason to believe that such information is false or misleading or that any fact has been omitted that would render such information false or misleading. The information from official government sources has not been independently verified by us, the sponsor, the overall coordinators, the underwriters or any other party involved in the global offering and no representation is given as to its accuracy.

OVERVIEW OF GLOBAL EV INDUSTRY

Electric vehicles (EVs) refer to vehicles that use electricity as their primary fuel. By different functions, electric vehicles can be divided into passenger vehicles and commercial vehicles. The global EV industry is undergoing rapid evolution, emerging as a pivotal force in driving the transformation of the automotive sector and reshaping the energy landscape. Propelled by the convergence of carbon neutrality goals, energy security imperatives, and the growing demand for intelligent mobility, EVs have transitioned from early-stage policy-driven adoption to a critical phase of market-oriented and large-scale development. Major automotive markets worldwide are accelerating their electrification strategies, fostering collaborative innovation across the entire value chain, which includes the breakthroughs in battery technology, the enhancement of charging and swapping infrastructure, and the advancements in vehicle intelligence.

Global Sales Volume of EVs by Type

From 2020 to 2024, the global sales volume of EVs increased from approximately 3.1 million to 18.0 million, representing a CAGR of 54.9%. During the same period, the sales volume of passenger EVs and commercial EVs grew at a CAGR of 55.1% and 50.8%, respectively. By 2029, the global sales volume of EVs is anticipated to increase to approximately 40.3 million, growing at a CAGR of 17.5% from 2024 to 2029. From 2024 to 2029, the sales volume of passenger EVs and commercial EVs is expected to grow at a CAGR of 17.3% and 21.8%, respectively.

  • 124 -

INDUSTRY OVERVIEW

img-0.jpeg
Sales Volume of EVs by Type (Global), 2020 - 2029E

Source: International Energy Agency; China Association of Automobile Manufacturers; China Passenger Cars Association; Frost & Sullivan Analysis

Global Sales Volume of Passenger EVs by Region

Owing to the de-carbonization goals of the global automobile industry, the improvement of EV technologies, and the development of EV home charging infrastructure, the global EV market has been experiencing rapid development. From 2020 to 2024, the global sales volume of passenger EVs increased from approximately 3.0 million to 17.2 million, representing a CAGR of $55.1\%$ . During the same period, the sales volume of passenger EVs in China, Europe, North America, South America, Middle East and Southeast Asia grew at a CAGR of $77.1\%$ , $22.0\%$ , $48.3\%$ , $99.3\%$ , $93.9\%$ and $256.6\%$ , respectively.

By the end of 2029, the global sales volume of passenger EVs is anticipated to increase to approximately 38.2 million, representing a CAGR of $17.3\%$ from 2024 to 2029. From 2024 to 2029, the sales volume of passenger EVs in China, Europe, North America, South America, Middle East and Southeast Asia is expected to grow at a CAGR of $15.3\%$ , $14.9\%$ , $14.8\%$ , $46.3\%$ , $45.7\%$ and $59.7\%$ , respectively.


INDUSTRY OVERVIEW

img-1.jpeg
Sales Volume of Passenger EVs by Region (Global), 2020 - 2029E

Sales Volume of Passenger EVs CAGR (2020-2024) CAGR (2024-2029E)
China 77.1% 15.3%
Europe 22.0% 14.9%
North America 48.3% 14.8%
South America 99.3% 46.3%
Middle East 93.9% 45.7%
Southeast Asia 256.6% 59.7%
Others 10.1% 18.2%
Total 55.1% 17.3%
Sales Volume of Passenger EVs (Thousand) 2,976.6 6,201.2 10,094.9 13,628.0 17,212.9 20,819.0 24,831.8
0 2020 2021 2022 2023 2024 2025E 2026E
Total 2,976.6 6,201.2 10,094.9 13,628.0 17,212.9 20,819.0 24,831.8
○ China 1,245.7 3,334.0 6,549.0 9,047.6 12,259.4 15,115.9 17,912.3
○ Europe 1,004.6 1,674.3 1,892.7 2,230.2 2,223.5 2,336.9 2,584.6
○ North America 353.6 733.5 1,127.8 1,646.6 1,712.5 1,897.5 2,206.8
○ South America 8.1 26.9 40.2 77.3 127.8 205.5 321.2
○ Middle East 10.2 27.1 49.2 89.7 144.1 226.5 350.4
○ Southeast Asia 1.4 5.6 37.1 115.8 226.3 407.8 704.3
○ Others 353.0 399.8 398.9 420.8 519.3 628.9 752.2

Source: International Energy Agency; China Association of Automobile Manufacturers; China Passenger Cars Association; Frost & Sullivan Analysis

The global market size of passenger EVs in terms of revenue increased from RMB568.1 billion in 2020 to RMB3,102.1 billion in 2024, with a CAGR of $52.9\%$ . By 2029, the global market size of passenger EVs in terms of revenue is expected to reach RMB7,401.3 billion, growing at a CAGR of $19.0\%$ from 2024 to 2029. The global average price of passenger EVs has experienced a decrease from RMB190.9 thousand per unit in 2020 to RMB180.2 thousand per unit in 2024, with a CAGR of $-1.4\%$ . With the improvement in the intelligence and performances of passenger EVs, the global average price of passenger EVs is expected to rebound and reach RMB193.6 thousand per unit by 2029, growing at a CAGR of $1.4\%$ from 2024 to 2029.

The market size of passenger EVs in China in terms of revenue increased from RMB218.0 billion in 2020 to RMB2,096.4 billion in 2024, with a CAGR of $76.1\%$ . From 2022 to 2024, the market size of passenger EVs in China in terms of revenue grew at a CAGR of $37.6\%$ . By 2029, the market size of passenger EVs in China in terms of revenue is expected to reach RMB4,490.0 billion, growing at a CAGR of $16.5\%$ from 2024 to 2029. The average price of passenger EVs in China amounted to RMB169.0 thousand per unit, RMB184.0 thousand per unit and RMB171.0 thousand per unit in 2022, 2023 and 2024, respectively. The average price of passenger EVs in China experienced a slight increase from 2022 to 2024, with a CAGR of $0.6\%$ .


INDUSTRY OVERVIEW

img-2.jpeg

Source: China Association of Automobile Manufacturers; China Passenger Cars Association; Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis

Since the beginning of 2025, the global sales volume of passenger EVs has continued to grow at a robust pace. In the five months ended May 31, 2025, the global sales volume of passenger EVs reached 7.7 million, representing a year-on-year growth of 32.1%. In the Chinese market, spurred by government subsidies under the national ultra-long-term bond program aimed at encouraging vehicle replacement, passenger EV sales have maintained high growth momentum. In the five months ended May 31, 2025, the sales volume of passenger EVs in China reached 5.2 million, representing a year-on-year growth of 41.1%. In North America, the EV market experienced a slowdown in growth due to the discontinuation of government subsidies in the United States. As a result, the sales volume of passenger EVs in North America reach 0.7 million during the same period, reflecting a modest 3.8% year-on-year growth. In Europe, various governments continued to roll out supportive policies for EV market. For instance, Spain reactivated the MOVES plan in April 2025 and extended a personal income tax deduction of 15% for EV purchases. In Italy, new tax rates on company vehicles were introduced in 2025, reducing the fringe benefit tax rate to 10% for EVs. Meanwhile, in September 2024, Germany implemented tax incentives for electric vehicles, offering corporate buyers a tax deduction of up to 40% on newly purchased EVs or qualifying zero-emission vehicles. These measures have collectively driven a rebound in European EV demand. In the five months ended May 31, 2025, the sales volume of passenger EVs in Europe reached 1.4 million, representing a year-on-year growth of 21.0%.

  • 127 -

INDUSTRY OVERVIEW

The global EV industry is expected to maintain steady growth driven by the following key factors:

(i) Rising EV penetration rates. In recent years, the global EV industry has experienced rapid development, fueled by global efforts to reduce carbon emissions and growing consumer awareness of sustainability. Governments around the world have introduced supportive policies to encourage EV adoption and have invested heavily in charging infrastructure. At the same time, advancements in EV intelligence have greatly enhanced the user experience, offering greater convenience and efficiency to meet increasingly diversified consumer demands. Moreover, continuous improvements in battery technology have significantly extended driving ranges and reduced charging times, boosting consumer confidence and accelerating the shift toward EVs. As a result, EV penetration rate is expected to keep rising, becoming a key driver of the automotive industry's growth. The global passenger EV penetration rate is projected to increase from 24.3% in 2024 to 47.3% by 2029;

(ii) Rapid technological innovation and smart technologies. Propelled by technological innovation, the EV industry is undergoing accelerated transformation toward intelligence. Key smart technologies include autonomous driving and intelligent cockpits. Nowadays, autonomous driving has achieved full-scene automation of steering and braking, moving toward hands-free operation — significantly improving driving comfort, safety, and convenience. In addition, intelligent cockpits now incorporate advanced technologies such as AI voice assistants, enabling more seamless and intuitive human-machine interaction. Over-the-air (OTA) updates also allow continuous enhancements to in-vehicle systems, enabling vehicles to evolve over their lifecycle and delivering ongoing value to users; and

(iii) Opportunities in emerging markets. Emerging markets such as South America, the Middle East, and Southeast Asia are witnessing a rapid rise in EV industries, driven by robust consumer demand and favorable policy environments. These regions demonstrate strong growth momentum and development potential. By 2029, the sales volume of passenger EVs is expected to reach 0.9 million in South America, 0.9 million in the Middle East, and 2.4 million in Southeast Asia, with CAGR of 46.3%, 45.7%, and 59.7%, respectively, from 2024 to 2029.

EV home charging solutions are the primary method of energy replenishment for EVs, offering households a convenient and cost-effective way to charge their EVs. As a result, the EV industry is closely linked to the EV home charging solution market. With the continued rise in the global sales volume of EVs, the demand for the installation of home EV chargers is also expected to grow accordingly. Therefore, the expansion of the global EV industry will directly drive the development of the global EV home charging solution market.


INDUSTRY OVERVIEW

Global Penetration Rate of Passenger EVs by Region

Along with the development of global EV market, the penetration rate of passenger EVs in terms of sales volume globally rapidly increased from approximately 5.0% in 2020 to approximately 24.3% in 2024. By the end of 2029, it is expected to reach 47.3%. In major regions of the world, such as China, Europe, North America, South America, Middle East and Southeast Asia, the penetration rate of passenger EVs in terms of sales volume has rapidly increased from approximately 6.2%, 10.0%, 2.3%, 0.7%, 0.6% and 0.1% in 2020 to approximately 43.7%, 25.8%, 11.7%, 4.0%, 5.2% and 2.9% in 2024, respectively.

img-3.jpeg

Source: International Energy Agency; China Association of Automobile Manufacturers; China Passenger Cars Association; Frost & Sullivan Analysis

The proportion of China's EV exports to the United States is minimal. According to the General Administration of Customs of the PRC, in 2024, China's EV exports to the U.S. amounted to USD156.3 million, representing 0.4% of China's total EV export value, which amounted to USD40.1 billion. This indicates that U.S. tariff policies have a limited impact on China's EV manufacturers. In 2024, China's home EV charger exports to the U.S. accounted for less than 1% of China's total home EV charger exports, which indicates that the U.S. tariff policies have a limited impact on China's home EV charger manufacturers.


INDUSTRY OVERVIEW

EV HOME CHARGING SOLUTIONS

Overview of EV Home Charging and EV Public Charging

EV chargers can be categorized into home EV chargers and public EV chargers, among which home EV chargers are a convenient and cost-effective way to charge EVs at home, whilst public EV chargers allow EV owners to charge their vehicles away from home in publicly accessible EV charging stations in public locations such as parking lots, shopping centers, highway service areas, among others. In 2024, the sales volume of public EV chargers reached 0.9 million in China and 1.5 million globally, with a CAGR of 29.9% and 36.9% from 2020 to 2024, respectively. By 2029, the sales volume of public EV chargers is expected to reach 1.4 million in China and 2.2 million globally, growing at a CAGR of 8.2% and 8.5% from 2024 to 2029, respectively. The penetration rate of public EV chargers (number of public EV chargers in use divided by parc of passenger EVs) reached 13.3% in China and 10.1% globally as of December 31, 2024. As of December 31, 2029, the penetration rate of public EV chargers is expected to reach 15.2% in China and 13.1% globally. Meanwhile, the sales volume of home EV chargers reached 3.3 million in China and 5.7 million globally in 2024, with a CAGR of 111.7% and 93.2% from 2020 to 2024, respectively. By 2029, the sales volume of home EV chargers is expected to reach 6.7 million in China and 14.4 million globally, growing at a CAGR of 15.1% and 20.3% from 2024 to 2029, respectively.

The sales volume of public EV chargers installed in the commercial and residential properties reached 97.7 thousand and 79.3 thousand in 2024, and is expected to reach 148.9 thousand and 125.7 thousand, growing at a CAGR of 8.8% and 9.7% from 2024 to 2029, respectively. The public EV chargers installed in the commercial and residential properties may divert the demand for the Group's products, but the impact remains limited, primarily as the number of public EV chargers installed in the commercial and residential properties is typically limited. At present, the number of parking lots equipped with public EV chargers in the commercial and residential properties generally accounts for less than 10% of the total number of parking lots in China, far from meeting the charging needs of EV owners, who often face long waiting times. In addition, charging EVs at public EV chargers installed in commercial and residential properties usually involves additional service fees. Therefore, EV owners normally prefer to install and use home EV chargers. Moreover, the "Guidelines for the Development of Electric Vehicle Charging Infrastructure (2015-2020)" (《電動汽車充電基礎設施發展指南(2015-2020年)》), issued by the State Council, proposed that home EV chargers represent the future development trend and are expected to account for over 90% of all EV chargers, which drives the demand for home EV chargers. Accordingly, the public EV chargers installed in commercial and residential properties may have limited impact on the demand for the Group's products.

  • 130 -

INDUSTRY OVERVIEW

Market Definition and Overview

EV home charging solutions mainly refer to EV home charging solutions provided to households, including both product offerings and service offerings, providing a safe charging experience as well as efficient energy management. Specifically, the product offerings of EV home charging solutions mainly include home EV chargers and related accessories including portable EV chargers, whilst the service offerings mainly include installation and after-sales services of home EV chargers, and digital energy management services during charging process, such as smart remote control, safe charging, off-peak charging and data analytics.

Compared to regular home EV chargers, smart home EV chargers, equipped with technologies such as IoT, can be controlled via mobile apps for real-time monitoring and management around the clock and make EV home charging more convenient, efficient and secure. In this way, smart home EV chargers serve as a gateway to digital energy management services to EV home users.

Home EV chargers are generally AC chargers. The main difference of technologies between AC chargers and DC chargers is the location where AC power gets converted. AC chargers are coupled with built-in converters in EVs, known as onboard chargers. Onboard chargers achieve energy conversion from AC to DC within EVs and then supply DC to battery packs. EVs are usually charged by AC chargers at home or at dedicated EV home charging stations. Compared with AC chargers, DC chargers have the converters inside the chargers themselves and AC from the power grid is converted to DC before transmitting to EVs. EVs are usually charged by DC chargers at public EV home charging stations.

The technologies required for AC chargers mainly include (i) versatility, which can support the EV home charging of a variety of EV brands and models; (ii) security protection mechanism, including over-voltage protection, over-current protection, leakage protection, among others, to ensure the safety and reliability of the charging process; and (iii) data monitoring and management technology, which can achieve real-time monitoring of the charging process.

The technologies required for DC chargers mainly include (i) fast charging technology, which is capable to provide a large amount of power for EVs in a short period of time; (ii) high-efficiency charging technology, which can reduce the energy loss in energy conversion and improve charging efficiency; and (iii) intelligent management technology, which realizes the functions of monitoring, regulating and billing of the charging with intelligent management systems.


INDUSTRY OVERVIEW

Advantages of EV Home Charging

For EV Home Users

Low costs. Home EV chargers, which typically utilize household electricity, offer a more cost-effective solution due to lower electricity rates. They also enable users to plan efficient and personalized charging schedules by calculating peak and off-peak charging periods, thereby reducing home energy costs. On the other hand, public EV chargers often use commercial electricity, which comes with relatively higher rates. Furthermore, as the charging speed increases, the charging cost of public EV chargers will escalate.

Convenience. Home EV chargers are usually installed near the users' homes or parking lots, allowing users to charge their EVs in close proximity to their homes. Home EV chargers, compared to public ones, provide superior convenience by eliminating the need for trips to public charging stations and the uncertainty of waiting for available spaces.

Safety. Since EVs need to withstand large current and voltage when charging, it is easy to cause safety accidents if the charging facilities are of poor quality or improperly operated. In general, home EV chargers are AC chargers, which have a relatively low charging power, and more stable current and voltage, making them safer and more reliable during the charging. EV home charging can also reduce damage to the battery and extend its service life. In addition, home EV chargers also have a variety of safety protection functions such as over-current, over-voltage and short circuit protection, among others, which effectively avoids safety accidents caused by improper operation or equipment failure.

For Providers of EV Home Charging Solutions

Lower investment. Public DC chargers, due to their complex technology and equipment, have high production and installation costs. Operating public charging stations also demands significant investment in site leasing, civil construction, equipment, and security systems. In contrast, home EV chargers, which are typically AC chargers, require less investment.

Provision of smart charging experiences. With innovative business layout of EV home charging solutions, market participants can access a broad spectrum of EV home users, which allow them to collect, integrate, and analyze relevant data to provide smart charging experiences to EV home users, supporting the development of home energy management services, and further driving vertical integration in EV home charging.

Resilience against alternative energy substitution. While alternative energy sources like hydrogen are advancing, their use in vehicles is expected to increase. However, since home users cannot store hydrogen and other alternative energy, this type of alternative energy will likely be more prevalent in the public sector. Thus, infrastructure such as public charging stations are more likely to be replaced by alternative energy. EV home charging, due to its key role in home energy management, remains resilient against risks of substitution by alternative energies.

  • 132 -

INDUSTRY OVERVIEW

Pain Points of EV Home Charging Solutions

Installation and after-sales challenges. Many EV home users lack the knowledge to install home EV chargers and need professional services. Automakers also face challenges in finding reliable after-sales installation service providers across different regions. Therefore, providers of EV home charging solutions with service networks can offer timely installation and after-sales services, aiding automakers in expanding their business rapidly in new and overseas markets.

Growing demand for smart charging. There is a growing demand among EV home users for features like data visualization, remote control, smart charging and discharging control, real-time alerts, fault diagnosis, and charging schedule planning. To meet these rising needs and improve user experience, providers of EV home charging solutions offer digital platforms to help users manage their charging process efficiently and reduce energy costs.

Value Chain of Global EV Home Charging Solutions

The global EV home charging solutions encompass a value chain that includes upstream component manufacturers, midstream providers of EV home charging solutions, and downstream automakers and EV home users. The providers of EV home charging solutions can sell home EV chargers to automakers or directly to EV home users through retail channels, providing products and services. While some automakers have started producing or assembling home EV chargers, most of them are gradually withdrawing from the market as they often lack the quality services that professional providers of EV home charging solutions with strong service networks and digital platforms can offer. The service offerings of EV home charging solution providers include EV charger installation and after-sales services, community shared charging which allows users to conveniently locate and share the use of home EV chargers, and digital energy management services such as smart remote control, safe charging and off/peak charging. The automakers lack the quality installation and after-sales services primarily as (i) automakers generally focus on their main business as the manufacturing and sales of EVs; and (ii) automakers do not have nationwide coverage and even overseas layout of service networks for the installation and after-sales services of home EV chargers. Additionally, some energy enterprises have entered the home energy management ecosystem by partnering with the providers of EV home charging solutions, adopting innovative business models such as commission based on the energy consumed during EV home charging.


INDUSTRY OVERVIEW

img-4.jpeg
Source: Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis

Market Size of Global EV Home Charging Solutions

Global and China's Sales Volume of Home EV Chargers

The sales volume of home EV chargers refers to the sales volume by home EV charger manufacturers, which include both automakers and third-party providers. Driven by the growing sales volume of EVs, the global sales volume of home EV chargers increased from 0.4 million in 2020 to 5.7 million in 2024, representing a CAGR of 93.2%. In 2020, due to the impact of COVID-19 pandemic, the on-site installation services of EV chargers were interrupted, causing a decrease in the sales volume of home EV chargers. From 2020 to 2024, the sales volume of home EV chargers in China, Europe, North America, South America, Middle East and Southeast Asia grew at a CAGR of 111.7%, 53.2%, 57.8%, 109.3%, 97.5% and 277.8%, respectively.

The EV industry's growth is expected to drive the rapid growth in home EV charger demand. In 2029, the global sales volume of home EV chargers is expected to reach 14.4 million, representing a CAGR of 20.3% from 2024 to 2029. During the same period, the sales volume of home EV chargers in China, Europe, North America, South America, Middle East and Southeast Asia are expected to grow at a CAGR of 15.1%, 15.0%, 14.5%, 51.6%, 52.3% and 64.9%, respectively.

With the development of EV industry, the sales volume of home EV chargers in China has experienced a rapid growth from 0.2 million in 2020 to 3.3 million in 2024, representing a CAGR of 111.7%. In recent years, Chinese government has introduced favourable policies to promote the penetration of EVs in the lower-tier cities, such as the "Implementation Opinions on Accelerating the Construction of Charging Infrastructure and Better Supporting the Use of New Energy Vehicles in Rural Areas and the Rural Revitalization" (《關於加快推進充電基礎設施建設更好支持新能源汽車下鄉和鄉村振興的實施意見》), thereby driving a rapid growth in the sales volume of home EV chargers in third, fourth and lower-tier cities, from 0.1 million in 2020 to 1.8 million in 2024, representing a CAGR of 131.0%. In 2029, the sales volume of

  • 134 -

INDUSTRY OVERVIEW

home EV chargers in China is expected to reach 6.7 million, representing a CAGR of 15.1% from 2024 to 2029. During the same period, the sales volume of home EV chargers in third, fourth and lower-tier cities is expected to reach 4.3 million, representing a CAGR of 19.5%.

Although the EV subsidy policy in China was terminated in December 2022, the Chinese government continued to encourage the development of EV market. For instance, in June 2023, the Ministry of Finance, the State Taxation Administration, and the Ministry of Industry and Information Technology announced the “Notice on Continuing and Optimizing Vehicle Purchase Tax Exemption Policy for New Energy Vehicles” (《關於延續和優化新能源汽車車輛購置稅減免政策的公告》), extending the vehicle purchase tax exemption policy for new energy vehicles from December 31, 2023 to December 31, 2027. In the long term, except for EV subsidy policy, the lower usage costs of EVs, and license plate restrictions of ICEs will become the main driving forces of the market. Therefore, the termination of EV subsidy policy and the vehicle purchase tax exemptions in China may not have material impacts on the development of EV market as well as EV home charging solution market in China. Additionally, in 2025, the China Association of Automobile Manufacturers issued the “Initiative on Maintaining Fair Competition and Promoting Healthy Industry Development” (《關於維護公平競爭秩序促進行業健康發展的倡議》), supporting China’s automotive enterprises to engage in market competition through legitimate means, while firmly opposing unbridled price competition, thereby fostering the healthy development of China’s EV market and EV home charging solution market. Subsequently, on June 28, 2025, multiple automakers including BYD, DENZA, FANGCHENGBAO, DEEPAL, and ARCFOX announced they would gradually implement new vehicle purchase policies. The new energy vehicle industry is expected to make healthy adjustments to product pricing and supply chain pricing. In July 2025, Toyota Motor Corporation announced to raise component procurement prices by 10% to 15% in the first half of fiscal year 2025. The price adjustment is intended to proactively share cost pressures with suppliers and safeguard supply chain stability. In the same year, the State Council revised the “Regulations on Ensuring Payment to Small and Medium-sized Enterprises” (《保障中小企業款項支付條例》), aiming to address the issue of overdue payments faced by SMEs. The regulations officially came into effect on June 1, 2025. As a result, by June 11, 2025, several automotive manufacturers, including Guangzhou Automobile Group Co., Ltd, China FAW Group Corp., Ltd., Dongfeng Motor Group Co., Ltd. Seres Group Co., Ltd., Geely Automobile Holdings Limited, and BYD Auto Co., Ltd., have been committed to ensuring that payment terms to their suppliers would not exceed 60 days.

  • 135 -

INDUSTRY OVERVIEW

img-5.jpeg

Source: International Energy Agency; China Electric Vehicle Charging Infrastructure Promotion Alliance; Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis

Revenue of Global EV Home Charging Solutions

From 2020 to 2024, the total revenue of global EV home charging solutions increased from RMB1.5 billion to RMB14.2 billion, representing a CAGR of 75.3%. In 2020, due to the impact of the COVID-19 pandemic, the on-site installation services of EV chargers were interrupted, which caused a reduction in sales volume of home EV chargers and consequently resulted in a decrease in total revenue of global EV home charging solution market. During the same period, the total revenue of EV home charging solution market in China, Europe, North America, South America, Middle East and Southeast Asia grew at a CAGR of 103.6%, 48.2%, 55.6%, 110.4%, 94.9% and 270.9%, respectively.

By 2029, with the growing sales volume of EVs and home EV chargers, the total revenue of global EV home charging solution market is expected to reach RMB34.2 billion, representing a CAGR of 19.2% from 2024 to 2029. The average prices of home EV chargers in the overseas markets are generally higher than that in China, which contributes to higher profitability in the overseas markets. It is expected that the overseas market will become one of main driving forces for the development of global EV home charging solution market in the future. During the same period, the total revenue of EV home charging solution market in China, Europe, North America, South America, Middle East and Southeast Asia is expected to grow at a CAGR of 12.6%, 14.4%, 14.3%, 52.3%, 49.4% and 63.2%, respectively.


INDUSTRY OVERVIEW

img-6.jpeg

The total revenue of China's EV home charging solution market increased from RMB396.3 million in 2020 to RMB6,810.6 million in 2024, with a CAGR of 103.6%. From 2022 to 2024, the total revenue of China's EV home charging solution market grew at a CAGR of 31.6%. In the future, the total revenue of China's EV home charging solution market is expected to maintain a stable growth and reach RMB12,346.2 million in 2029, growing at a CAGR of 12.6% from 2024 to 2029. The average price of home EV chargers in China amounted to RMB1.2 thousand per unit, RMB1.1 thousand per unit and RMB1.0 thousand per unit in 2022, 2023 and 2024, respectively. The average price of home EV chargers in China has experienced a decrease from 2022 to 2024, with a CAGR of -8.7%.


INDUSTRY OVERVIEW

img-7.jpeg

Source: China Electric Vehicle Charging Infrastructure Promotion Alliance; Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis

The revenue of global EV home charging solutions is primarily derived from (i) product offerings such as home EV chargers and related accessories and (ii) service offerings such as installation and after-sales services. From 2020 to 2024, the revenue of product offerings increased from RMB0.9 billion to RMB8.0 billion, representing a CAGR of 72.0%. During the same period, the revenue of service offerings grew from RMB0.6 billion in 2020 to RMB6.2 billion in 2024, with a CAGR of 80.0%. By 2029, the revenue of product offerings and service offerings is expected to reach RMB18.3 billion and RMB15.9 billion, respectively, representing a CAGR of 18.0% and 20.8% from 2024 to 2029, respectively.

From 2020 to 2024, the total sales value of home EV chargers globally increased from RMB0.8 billion to RMB7.2 billion, with a CAGR of 74.8%. By 2029, the total sales value of home EV chargers globally is expected to reach RMB16.8 billion, with a CAGR of 18.4% from 2024 to 2029. The total sales value of home EV chargers in China increased from RMB0.2 billion in 2020 to RMB3.5 billion in 2024, with a CAGR of 101.8%. By 2029, the total sales value of home EV chargers in China is expected to reach RMB6.6 billion, with a CAGR of 13.6% from 2024 to 2029.

From 2020 to 2024, the global average price of home EV chargers decreased from RMB1.9 thousand per unit to RMB1.3 thousand per unit, with a CAGR of -9.6%. By 2029, the global average price of home EV chargers is expected to reach RMB1.2 thousand per unit, with a CAGR of -1.6% from 2024 to 2029.

  • 138 -

INDUSTRY OVERVIEW

Revenue Breakdown of EV Home Charging Solution Market (Global), 2020-2029E
img-8.jpeg
Source: Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis

Market Drivers of Global and China's EV Home Charging Solutions

Supportive policies. In order to support the development of the EV industry, governments across the globe are committed to promoting the construction of charging infrastructure including EV home charging, which boosted the development of the global EV home charging solution market. For instance, in 2022, China's National Development and Reform Commission and the National Energy Administration issued the "Implementation Opinions on Further Improving Service Guarantee Capability of EV Home Charging Infrastructure" (《關於進一步提升電動汽車充電基礎設施服務保障能力的實施意見》), proposing to accelerate the construction and installation of charging facilities in residential communities. In Europe, France provided a tax credit up to the value of EUR500 to residents for the purchase and installation of an EV charger, whilst all German residents can apply for a grant of EUR900 for the purchase and installation of an EV charger. In Thailand, the government has granted a tariff exemption on the import of EV charging equipment until 2027. In Brazil, the government has launched the "Green Mobility and Innovation Program" in 2024, which promotes the development of EVs and charging infrastructure through tax incentives, fiscal subsidies, and other supportive measures. In Australia, the government has committed AUD178 million to promote the use of EVs and assist 50,000 households in installing home EV chargers. In Indonesia, the government has established dedicated subsidy funds for charging piles and exempted charging equipment from import duties. In Malaysia, the government grants a full exemption from income tax for charging equipment manufacturers from 2023 to 2032, with an investment tax allowance of $100\%$ . These supporting policies have provided policy guarantees for the rapid development of the global EV home charging solution market.

  • 139 -

INDUSTRY OVERVIEW

Steady growth of EV sales. With the increasing global attention to environmental protection and sustainable development, the global energy structure has been shifting from fossil energy to green energy, which has driven the rapid growth of EV sales. From 2020 to 2024, the global sales volume of passenger EVs grew from 3.0 million to 17.2 million, representing a CAGR of 55.1%. In the future, the global sales volume of passenger EVs is expected to reach 38.2 million by 2029, representing a CAGR of 17.3% from 2024 to 2029. In China, the sales volume of passenger EVs grew from 1.2 million in 2020 to 12.3 million in 2024, with a CAGR of 77.1%. By 2029, the sales volume of passenger EVs in China is expected to reach 25.0 million, growing at a CAGR of 15.3% from 2024 to 2029. The global popularity of EVs and the prominent advantages of EV home charging in terms of low costs, convenience and safety provide enormous development potentials for the global EV home charging solution market.

Supportive infrastructure requiring installation of home EV chargers. Some countries have introduced policies that require new residential buildings to have the conditions for the installation of home EV chargers. For instance, in 2023, the State Council in China issued the "Guiding Opinions on Further Building a High-Quality Charging Infrastructure System" (《關於進一步構建高品質充電基礎設施體系的指導意見》), which stipulates that all fixed parking lots in newly-built residential properties must have the conditions for the installation of home EV chargers to meet the requirements for direct meter connection. In addition, as EVs develop as the primary transportation mode for home users, they may prefer to install home EV chargers in advance to enjoy the convenience of charging once they purchase an EV. Thereby, the installation in advance can stimulate the further increase in the demand for home EV chargers.

Product, technology and service development and innovation. The continuous advancement of production technologies of EV chargers and the continuous improvement of product standards, such as waterproof, dustproof, leakage protection, short circuit protection and other technical requirements, provide more stable and safer EV home charging solutions. The charging technologies have been further upgraded, such as the development of autonomous EV charging robots. Additionally, the providers of EV home charging solutions have expanded their service scope from traditional installation and after-sales services to smart charging services through digital platforms, such as visualization of power usage data, remote control of EV chargers, and off-peak charging services.

Uneven distribution of public charging infrastructure in China drives demand for home EV chargers. In cities with more developed economies such as first and second tier cities in China, the investment in public charging infrastructure is relatively high, resulting in an extensive distribution of public EV chargers. By contrast, in lower-tier cities and rural areas, the distribution of public EV chargers remains limited. In these lower-tier markets, the insufficient supply of public EV chargers cannot meet the energy replenishment needs of EVs, thereby accelerating the growth in demand for home EV chargers. The sales volume of home EV chargers in third, fourth and lower-tier cities in China increased from 0.1 million in 2020 to 1.8 million in 2024, representing a CAGR of 131.0%.

  • 140 -

INDUSTRY OVERVIEW

Future Opportunities of Global EV Home Charging Solutions

Overseas market demand. The majority of global passenger EV sales is concentrated in China, Europe and the United States, among which the sales volume of passenger EVs in China accounted for 71.2% of global sales volume in 2024. Some overseas regions, such as Southeast Asia and South America, where the development of EV industry is in the initial stage, have significant growth potentials. The sales volume of passenger EVs in Southeast Asia is expected to grow from 226.3 thousand in 2024 to 2.4 million in 2029, representing a CAGR of 59.7%, whilst the sales volume of passenger EVs in South America is expected to grow from 127.8 thousand in 2024 to 856.1 thousand in 2029, representing a CAGR of 46.3%. The rapid development of the passenger EV industry in overseas regions will stimulate a significant growth in demand for EV home charging solutions, which will bring broad development opportunities for market players who have already established overseas presence.

Digital energy solutions. EV home charging solutions can further optimize the energy management mode by utilizing digital energy solutions such as V2H (Vehicle-to-Home). The V2H technology enables an EV to be used as an energy storage system to power home devices during a blackout or when electricity prices are high. The emergence and widespread adoption of digital energy solutions will help EV home users to more flexibly and efficiently utilize and manage energy, and provide them with more stable and low-cost electricity services.

Autonomous EV charging robots. From 2020 to 2024, the penetration rate of assisted autonomous driving system in new passenger vehicles sold in China grew significantly from 13.0% to 57.3%. With the development of assisted autonomous driving, EV home charging will achieve a higher level of intelligence and adopt new charging technologies, such as EV charging robots, which are designed to locate a user's EV and autonomously initiate the charging process to achieve unmanned and safe EV home charging. Consequently, the development of autonomous EV charging robots will further improve charging efficiency and provide a more convenient charging experience, thereby changing the charging method of EV home users. In addition, autonomous EV charging robots will play an important role in the vehicle-to-energy interaction, such as acquiring real-time data for efficient management of charging facilities, realizing charging scheduling, and involving in home energy management. The total sales volume of autonomous EV charging robots in the world is expected to witness a significant increase and reach approximately 902.0 thousands in 2029, representing a CAGR of 191.3% from 2024 to 2029.


INDUSTRY OVERVIEW

Entry Barriers of Global EV Home Charging Solutions

Product barrier. The core technologies of EV home charging primarily consist of power technology, charging control technology and communication technology. Mastering these core technologies requires a large amount of R&D investment and sufficient technical reserves. In addition, in order to expand business layout in various regions around the world, new entrants need to obtain corresponding regional safety and performance standard certifications, such as CE certification (Europe), UL certification (United States), and TÜV Rheinland certification (Germany). Existing providers have mature technical experience and necessary certifications, making it challenging for new entrants to quickly obtain product qualifications and master core technologies.

Service barrier. Service capability is crucial for the providers of EV home charging solutions. Possessing strong service capabilities, the providers of EV home charging solutions can promptly respond to and fulfill various service requirements from users. Along with the business expansion to overseas regions, the providers of EV home charging solutions can maintain efficient operations and increase market shares rapidly by establishing overseas service networks. New entrants may face challenges in establishing a service network covering national and overseas markets.

Digitalization barrier. With IoT technology, existing providers of EV home charging solutions have developed digital energy management solutions that enable real-time monitoring, control, adjustments and optimization of EV home charging and home energy consumption, which also lays the technological foundation for the future application of vehicle-to-energy home energy management. However, it is rather difficult for new entrants to possess strong digitalization capabilities.

Manufacturing barrier. Strong manufacturing capabilities, especially having localized factories, is one of the entry barriers for new entrants. In order to support the expansion in overseas markets, it is important for the providers of EV home charging solutions to construct local factories to satisfy the growing market demands and enable stable and timely supply.

Branding barrier. The providers of EV home charging solutions need to accumulate brand reputation through the provision of products and services in the long term. Automakers and home users prefer renowned providers to ensure reliable product quality, timely service response, and smart charging experience. Existing providers of EV home charging solutions have established customer trust and brand awareness, posing a significant entry barrier for new entrants.

  • 142 -

INDUSTRY OVERVIEW

Competitive Landscape of Global EV Home Charging Solutions

Depending on different application scenarios, EV charging solutions can be divided into EV home charging solutions and EV public charging solutions. EV home charging solution providers primarily focus on AC chargers, catering primarily to automakers and retail customers. On the other hand, EV public charging solution providers offer both AC and DC chargers, targeting charging point operators, fleets, public transport companies, among others. Within the EV home charging segment, there's a division between third-party providers and automakers. However, most automakers are gradually exiting this market due to their primary focus on EV manufacturing and sales, lacking nationwide service networks for home charging solutions. Globally, there are approximately 4,000 manufacturers of home EV chargers and 1,000 manufacturers of public EV chargers. Some manufacturers specialize in one type like the Group, while others offer both. Although some providers of EV public charging solutions may also enter the EV home charging market, competition dynamics between those specializing in public charging and those focusing on home charging are relatively mild due to differing customer bases and target markets.

During the Track Record Period, the global sales volume of EV chargers reached approximately 19.2 million, among which the global sales volume of home EV chargers accounted for approximately 77.3%. In terms of global sales volume of home EV chargers during the Track Record Period, the global top five providers of EV home charging solutions accounted for approximately 33.7%. In terms of sales volume and sales value of home EV chargers in China during the Track Record Period, the Group both ranked first, with a market share of approximately 13.6% and 10.3%, respectively. In terms of sales value of global home EV chargers in 2024, the Group ranked fifth, with a market share of approximately 3.9%. In terms of sales value of home EV chargers in China in 2024, the Group ranked third, with a market share of approximately 6.6%.

Global Top Five Providers of EV Home Charging Solutions by Global Sales Volume of Home EV Chargers During the Track Record Period

Ranking Company Name Background Information Listing Status Market Share (%)
1 Zhida See “Business” - 9.0%
2 Company A Founded in 2014 and headquartered in Jiangsu Province, China, it provides devices, platforms and data operation services to global customers and creates a full-lifecycle platform for EV home charging through private charging and public charging. During the Track Record Period, its global sales volume of home EV chargers reached approximately 1.0 million. Not listed 6.8%
3 Company B Founded in 1988 and headquartered in Switzerland, its electrification business offers a portfolio of products and digital solutions including home EV chargers. During the Track Record Period, its global sales volume of home EV chargers reached approximately 0.9 million. Listed on SIX Swiss Exchange and Nasdaq Stockholm 6.1%
4 Company C Founded in 2015 and headquartered in Guangdong Province, China, it is a global supplier for EV home charging facilities and software platform. During the Track Record Period, its global sales volume of home EV chargers reached approximately 0.9 million. Not Listed 6.1%
5 Company D Founded in 2002 and headquartered in Shanghai, China, it is one of the leading suppliers of industrial intelligent solutions focusing on intelligent electricity, intelligent robots, intelligent equipment and industrial Internet. During the Track Record Period, its global sales volume of home EV chargers reached approximately 0.8 million. Listed on Shenzhen Stock Exchange 5.7%
Top 5 33.7%

Source: Annual Reports; Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis


INDUSTRY OVERVIEW

Top Five Providers of EV Home Charging Solutions by Sales Volume of Home EV Chargers in China During the Track Record Period

Ranking Company Name Background Information Listing Status Market Share (%)
1 Zhida See “Business” 13.6%
2 Company A Founded in 2014 and headquartered in Jiangsu Province, China, it provides devices, platforms and data operation services to global customers and creates a full-lifecycle platform for EV home charging through private charging and public charging. During the Track Record Period, its sales volume of home EV chargers in China reached approximately 0.9 million. Not Listed 10.7%
3 Company C Founded in 2015 and headquartered in Guangdong Province, China, it is a global supplier for EV home charging facilities and software platform. During the Track Record Period, its sales volume of home EV chargers in China reached approximately 0.8 million. Not Listed 9.7%
4 Company D Founded in 2002 and headquartered in Shanghai, China, it is one of the leading suppliers of industrial intelligent solutions focusing on intelligent electricity, intelligent robots, intelligent equipment and industrial Internet. During the Track Record Period, its sales volume of home EV chargers in China reached approximately 0.7 million. Listed on Shenzhen Stock Exchange 7.8%
5 Company E Founded in 2008 and headquartered in Zhejiang Province, China, it provides intelligent EV home charging solutions for the global users. During the Track Record Period, its sales volume of home EV chargers in China reached approximately 0.6 million. Listed on Shanghai Stock Exchange 7.3%
Top 5 49.1%

Source: Annual Reports; Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis

Global Top Five Providers of EV Home Charging Solutions by Global Sales Value of Home EV Chargers During the Track Record Period

Ranking Company Name Background Information Listing Status Market Share (%)
1 Company B Founded in 1988 and headquartered in Switzerland, its electrification business offers a portfolio of products and digital solutions including home EV chargers. During the Track Record Period, its global sales value of home EV chargers reached approximately RMB3.4 billion. Listed on SIX Swiss Exchange and Nasdaq Stockholm 17.3%
2 Company F Founded in 1937 and headquartered in Netherlands, the company provides transformer stations, energy storage systems, charging stations for global customers. During the Track Record Period, its global sales value of home EV chargers reached approximately RMB2.4 billion. Listed on Euronext Amsterdam 12.1%
3 Company G Founded in 2015 and headquartered in Spain, the product portfolio of company include AC Charger, DC Charger, Software and Services. During the Track Record Period, its global sales value of home EV chargers reached approximately RMB2.2 billion. Listed on New York Stock Exchange 11.3%
4 Zhida See “Business” 5.7%
5 Company A Founded in 2014 and headquartered in Jiangsu Province, China, it provides devices, platforms and data operation services to global customers and creates a full-lifecycle platform for EV home charging through private charging and public charging. During the Track Record Period, its global sales value of home EV chargers reached approximately RMB1.0 billion. Not Listed 5.0%
Top 5 51.4%

Source: Annual Reports; Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis


INDUSTRY OVERVIEW

Top Five Providers of EV Home Charging Solutions by Global Sales Value of Home EV Chargers in 2024

Ranking Company Name Background Information Listing Status Market Share (%)
1 Company B Founded in 1988 and headquartered in Switzerland, its electrification business offers a portfolio of products and digital solutions including home EV chargers. In 2024, its global sales value of home EV chargers reached approximately RMB1.0 billion. Listed on SIX Swiss Exchange and Nasdaq Stockholm 13.9%
2 Company G Founded in 2015 and headquartered in Spain, the product portfolio of company include AC Charger, DC Charger, Software and Services. In 2024, its global sales value of home EV chargers reached approximately RMB0.7 billion. Listed on New York Stock Exchange 10.0%
3 Company F Founded in 1937 and headquartered in Netherlands, the company provides transformer stations, energy storage systems, charging stations for global customers. In 2024, its global sales value of home EV chargers reached approximately RMB0.6 billion. Listed on Euronext Amsterdam 8.4%
4 Company E Founded in 2008 and headquartered in Zhejiang Province, China, it provides intelligent EV home charging solutions for the global users. During the Track Record Period, its global sales value of home EV chargers reached approximately RMB0.3 billion. Listed on Shanghai Stock Exchange 4.2%
5 Zhida See “Business” 3.9%
Top 5 40.4%

Source: Annual Reports; Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis

Top Five Providers of EV Home Charging Solutions by Sales Value of Home EV Chargers in China During the Track Record Period

Ranking Company Name Background Information Listing Status Market Share (%)
1 Zhida See “Business” 10.3%
2 Company A Founded in 2014 and headquartered in Jiangsu Province, China, it provides devices, platforms and data operation services to global customers and creates a full-lifecycle platform for EV home charging through private charging and public charging. During the Track Record Period, its sales value of home EV chargers in China reached approximately RMB0.9 billion. Not Listed 10.2%
3 Company C Founded in 2015 and headquartered in Guangdong Province, China, it is a global supplier for EV home charging facilities and software platform. During the Track Record Period, its sales value of home EV chargers in China reached approximately RMB0.8 billion. Not Listed 9.0%
4 Company D Founded in 2002 and headquartered in Shanghai, China, it is one of the leading suppliers of industrial intelligent solutions focusing on intelligent electricity, intelligent robots, intelligent equipment and industrial Internet. During the Track Record Period, its sales value of home EV chargers in China reached approximately RMB0.7 billion. Listed on Shenzhen Stock Exchange 7.3%
5 Company E Founded in 2008 and headquartered in Zhejiang Province, China, it provides intelligent EV home charging solutions for the global users. During the Track Record Period, its sales value of home EV chargers in China reached approximately RMB0.6 billion. Listed on Shanghai Stock Exchange 6.4%
Top 5 43.2%

Source: Annual Reports; Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis


INDUSTRY OVERVIEW

Top Five Providers of EV Home Charging Solutions by Sales Value of Home EV Chargers in China in 2024

Ranking Company Name Background Information Listing Status Market Share (%)
1 Company E Founded in 2008 and headquartered in Zhejiang Province, China, it provides intelligent EV home charging solutions for the global users. In 2024, its sales value of home EV chargers in China reached approximately RMB0.3 billion. Listed on Shanghai Stock Exchange 8.6%
2 Company A Founded in 2014 and headquartered in Jiangsu Province, China, it provides devices, platforms and data operation services to global customers and creates a full-lifecycle platform for EV home charging through private charging and public charging. In 2024, its sales value of home EV chargers in China reached approximately RMB0.3 billion. Not Listed 7.3%
3 Zhida See “Business” - 6.6%
4 Company C Founded in 2015 and headquartered in Guangdong Province, China, it is a global supplier for EV home charging facilities and software platform. In 2024, its sales value of home EV chargers in China reached approximately RMB0.2 billion. Not Listed 6.5%
5 Company D Founded in 2002 and headquartered in Shanghai, China, it is one of the leading suppliers of industrial intelligent solutions focusing on intelligent electricity, intelligent robots, intelligent equipment and industrial Internet. In 2024, its sales value of home EV chargers in China reached approximately RMB0.2 billion. Listed on Shenzhen Stock Exchange 6.1%
Top 5 35.1%

Source: Annual Reports; Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis

Top Three Providers of EV Home Charging Solutions by Number of Cities Covered in China, as at March 31, 2025

Ranking Company Name Background Information Listing Status Number of Cities Covered
1 Zhida See “Business” - Over 360
2 Company A Founded in 2014 and headquartered in Jiangsu Province, China, it provides devices, platforms and data operation services to global customers and creates a full-lifecycle platform for EV home charging through private charging and public charging. During the Track Record Period, its sales volume of home EV chargers in China reached approximately 0.9 million. Not Listed Approximately 320
3 Company C Founded in 2015 and headquartered in Guangdong Province, China, it is a global supplier for EV home charging facilities and software platform. During the Track Record Period, its sales volume of home EV chargers in China reached approximately 0.8 million. Not Listed Approximately 240

Source: Annual Reports; Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis

Cost of EV Home Charging Solution Market

Home EV chargers are mainly composed of control board, charging gun with cable, outer casing and other components. The control board, with an integrated circuit, controls the discharge power of home EV chargers. Due to relatively complex manufacturing process and technology, the control board is the largest cost of home EV chargers, accounting for approximately 37.4% of the total cost. The second largest cost is the charging gun with cable, which is an important part that connects with the EV, accounting for approximately 32.2% of the total cost. The third largest cost is the outer casing of home EV charger, accounting for approximately 28.0%.


INDUSTRY OVERVIEW

Cost Structure of EV Home Chargers, 2024

  • Control Board
  • Charging Gun with Cable
  • Outer Casing
  • Others

img-0.jpeg

Source: Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis

Service capability is crucial for the providers of EV home charging solutions, and the labor costs of installation workers are the major costs of service offerings by the providers of EV home charging solutions. The average wages of installation workers in EV home charging solution market has increased continuously in recent years. The global monthly average wages of installation workers in the EV home charging solution market increased from RMB10,405 in 2020 to RMB13,015 in 2024, representing a CAGR of 5.8%. The monthly average wages of installation workers in EV home charging solution market in China increased from RMB8,755 in 2020 to RMB11,257 in 2024, representing a CAGR of 6.5%. In 2029, the global and Chinese average monthly wages are expected to reach RMB15,608 and RMB14,979, respectively, representing a CAGR of 3.7% and 5.9% from 2024 to 2029, respectively.

Average Monthly Wages of Installation and Maintenance Workers in EV Home Charging Solution Market

Monthly Average Wages CAGR (2020-2024) CAGR (2024-2029E)
China 6.5% 5.9%
Global 5.8% 3.7%

img-1.jpeg

Source: World Bank; National Bureau of Statistics; Frost & Sullivan Analysis


INDUSTRY OVERVIEW

SMART EV HOME CHARGING-BASED HOME ENERGY MANAGEMENT

Market Definition and Overview

Smart EV home charging-based home energy management refers to the integration of various equipment including EV, power generation, electricity consumption and energy storage in the household as a home microgrid, the use of energy management systems for home energy control and management, and the provision of diversified digital energy services for home users. The Group has not yet entered into the smart EV home charging-based home energy management market.

In the ecosystem of smart EV home charging-based home energy management, the EV serves as both the home equipment that consumes electricity, and as a home energy storage equipment, which is connected to the home microgrid through EV bidirectional chargers. EV power batteries are one of the most cost-efficient forms of energy storage since they require no additional investments in hardware. EV bidirectional chargers, which apply technologies such as V2H, are an important foundation for the smart EV home charging-based home energy management ecosystem. V2H technology allows EVs to power homes by using the EV power batteries to store energy sourced from the grid or from renewable energy sources, such as solar or wind power, which can then be used to power homes when needed, such as during a blackout or when electricity prices are high. In addition, the development of autonomous EV charging robots, which serve as hardware gateways to home energy management, can play an important role in this vehicle-to-energy & vehicle-to-home interaction.

The major market players in the smart EV home charging-based home energy management ecosystem include (i) manufacturers of V2H/V2E home microgrid equipment, including EV home charging facilities, home photovoltaic systems, home energy storage systems and energy management systems, (ii) service providers that can offer installation, debugging and after-sales services for home microgrids, and various home digital energy services, and (iii) technology suppliers that can provide a series of technology solutions such as information and communication technologies. Some market players can provide solutions that cover diverse home microgrid equipment, services and technology solutions.

V2H home energy services

V2H home energy services refer to the product offerings of PV-storage-charging systems including EV home charging facilities, home photovoltaic systems, home energy storage systems and energy management systems, as well as the services offerings including the installation, debugging and after-sales services. V2H home energy services contributed to reduce home energy consumption and improve energy management efficiency.


INDUSTRY OVERVIEW

As illustrated in the diagram below, in V2H home energy solutions, the energy generation end is the photovoltaic power generation system and the power grid system, the energy storage end is the home energy storage system and the EV power battery, and the energy consumption end is the EV and various home appliances. EVs can be charged and transmit power to home appliances through EV bidirectional chargers, thereby achieving reasonable and efficient distribution of the generation and consumption of home energy.

img-2.jpeg
Source: Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis

V2E home energy services

V2E home energy services refer to the diversified digital energy services provided based on the business scenarios of bidirectional interaction between EV and energy sources, which effectively leverages the flexibility of EV power batteries connected to EV bidirectional chargers as both controllable loads and mobile energy storage systems, and also integrates the energy sources of EV home users to establish a digital home energy ecosystem.

  • Aggregated transaction platforms. Aggregated transaction platforms refer to aggregated platforms where households can transact electricity or carbon sink. The service providers that own aggregated transaction platforms may charge commissions from the transaction conducted on their platforms.
  • Supply of home green electricity. Supply of home green electricity refers to the supply of green electricity to EVs through EV chargers. EVs can use the green electricity as a load or further transmit green electricity to home appliances as home energy storage devices. Service providers may obtain subsidies by connecting green electricity, and further extend their business to the provision of home green electricity generation equipment.

INDUSTRY OVERVIEW

Market Size of Global Smart EV Home Charging-Based Home Energy Management Services

Revenue of V2H home energy services

Before 2023, the development of global V2H home energy services is in the initial stage, and the revenue mainly comes from pilot or small-scale application projects. In the future, driven by robust market demand stimulated by increasing penetration of EVs, favorable policies and decreasing costs of power generation, the total revenue of V2H home energy services in the world is expected to enjoy a significant increase and reach approximately RMB220.4 billion in 2029, representing a CAGR of 130.3% from 2024 to 2029. Overseas regions including Europe, the United States, Southeast Asia and Middle East are expected to have significant growth potentials. In 2029, the total revenue of V2H home energy services in Europe, the United States, Southeast Asia and Middle East is expected to reach RMB121.9 billion, RMB36.8 billion, RMB22.5 billion, RMB16.3 billion, respectively.

Revenue of V2H Home Energy Services (Global), 2024 – 2029E
img-3.jpeg
Source: Eurostat; Energy Storage Application Branch of China Industrial Association of Power Sources; Interviews Conducted by Frost & Sullivan with Experts from Leading Market Players; Frost & Sullivan Analysis

Future Opportunities of Global Smart EV Home Charging-Based Home Energy Management

Diversified home digital energy services. Along with the development of digital energy and bidirectional charging technologies such as V2H/V2E, the interaction between EVs and energy will bring about diversified potential business scenarios, such as aggregated transaction platforms, supply of home green electricity and private energy transactions. The expanding scope of home digital energy services can further transform business models of market players. For instance, in order to reach a wide range of home users to monetize digital energy services, solution providers may proactively give up the profits or even revenue from part of product offerings.


INDUSTRY OVERVIEW

Technological advancements. Continuous technological advancements will facilitate the popularity of smart EV home charging-based home energy management solutions. The technology innovation of energy storage batteries, such as the development of solid-state batteries, will further improve the energy density of home energy storage systems, extend the service life of home energy storage and charging systems, and provide a more convenient charging experience. In addition, with the development of the IoT and big data technologies, V2H home energy management systems will develop towards systems that can achieve real-time monitoring, remote control and energy consumption planning, further enhancing user adhesion to the systems.

Enhanced cross-industry cooperation. V2H and V2E home energy services have created opportunities for cross-industry cooperation among equipment manufacturers, automakers, energy companies and technology companies. By leveraging their respective advantages, they provide home users with more efficient energy management solutions. Furthermore, the enhanced cross-industry cooperation can foster innovative business models. For instance, the equipment manufacturers with digital platforms can cooperate with energy companies by providing aggregated platform for energy transactions so that energy companies can reach home user resources while platform operators can help their platform users to manage home energy and obtain commission from energy transactions.

SOURCE AND RELIABILITY OF INFORMATION

In connection with the Global Offering, we engaged Frost & Sullivan, an independent market research consultant, to conduct an analysis of, and prepare an industry report on the markets we operate in with a commission fee of RMB750,000. Founded in 1961 in New York, Frost & Sullivan provides market research on a variety of industries, among other services. The information from Frost & Sullivan disclosed in this Prospectus is extracted from the Frost & Sullivan Report with its consent.

In compiling and preparing the Frost & Sullivan Report, Frost & Sullivan used the following key methodologies to collect multiple sources, validate the data and information collected, and cross-check each respondent's information and views against those of others: (i) secondary research, which involved reviewing published official statistical sources including company reports, independent research reports and data based on Frost & Sullivan's in-house research database; and (ii) primary research, which involved in-depth interviews with the industry experts and competitors, and in-house analysis using appropriate models and indicators to arrive at an estimate.

Frost & Sullivan adopted the following primary assumptions while making projections for preparing the Frost & Sullivan Report: (i) global economy is likely to maintain steady growth in the next decade; (ii) global social, economic, and political environment is likely to remain stable in the forecast period; (iii) market drivers like supporting policies, rapid growth in EV sales, upgrading of products and services, etc.; and (iv) the COVID-19 is likely to affect the stability of global macro economy in short term.

  • 151 -

INDUSTRY OVERVIEW

Except as otherwise noted, all of the data and forecasts contained in this section are derived from the Frost & Sullivan Report. Our Directors confirm that after taking reasonable care, there is no material adverse change in the overall market information since the date of the Frost & Sullivan Report that would materially qualify, contradict, or have an impact on such information.

  • 152 -

REGULATIONS

LAWS AND REGULATIONS IN RELATION TO OUR BUSINESS IN THE PRC

REGULATIONS ON ELECTRIC VEHICLE CHARGING INFRASTRUCTURE

Pursuant to the Guidance Opinions of the General Office of the State Council on Accelerating the Promotion and Application of the New Energy Vehicles (《國務院辦公廳關於加快新能源汽車推廣應用的指導意見》), which became effective on July 14, 2014, the Guidance Opinions of the General Office of the State Council on Accelerating the Development of Charging Infrastructures of the Electric Vehicle (《國務院辦公廳關於加快電動汽車充電基礎設施建設的指導意見》), which became effective on September 29, 2015, the Guidance on the Development of Electric Vehicle Charging Infrastructure (2015-2020) (《電動汽車充電基礎設施發展指南(2015-2020年)》), which became effective on October 9, 2015, and the Development Plan for the New-energy Vehicle Industry (2021-2035) (《新能源汽車產業發展規劃(2021-2035年)》), which became effective on October 20, 2020, the Guidance Opinions of the General Office of the State Council on Further Building a High-Quality Charging Infrastructure System《國務院辦公廳關於進一步構建高質量充電基礎設施體系的指導意見》, which became effective on June 8, 2023, the PRC government encourages the construction and development of charging infrastructure for electric vehicles, such as charging stations and battery swap stations, and when individuals install charging facilities in their own parking garages and parking spaces, and residential areas and units install charging facilities in existing parking Spaces, there is no need to apply for construction land planning permits, construction project planning permits and construction permits. When building an urban public parking lot, it is not necessary to separately handle the construction project planning permit and construction permit for the simultaneous construction of charging infrastructure.

The Circular on Accelerating the Development of Electrical Vehicle Charging Infrastructures in Residential Areas (《關於加快居民區電動汽車充電基礎設施建設的通知》) promulgated on July 25, 2016 provides that the operators of electrical vehicle charging and battery swap infrastructure are required to be covered under liability insurance policies to protect the purchasers of electric vehicles, covering the safety of electric vehicle charging.

REGULATIONS ON ELECTRIC VEHICLE FAVORABLE MARKET POLICIES

On January 11, 2016, the MOF, the Ministry of Science and Technology, the MIIT, the NDRC, and the National Energy Administration jointly promulgated the Circular on Incentive Policies on the Charging Infrastructures of New Energy Vehicles and Strengthening the Promotion and Application of New Energy Vehicles During the 13th Five-year Plan Period (《財政部、科技部、工業和信息化部等關於“十三五”新能源汽車充電基礎設施獎勵政策及加強新能源汽車推廣應用的通知》), which became effective on January 11, 2016. Pursuant to this circular, the central finance department is expected to provide certain local governments with funds and subsidies for the construction and operation of charging facilities and other relevant charging infrastructure.


REGULATIONS

REGULATIONS ON PRODUCT LIABILITY

Pursuant to the Product Quality Law of the PRC («中華人民共和國產品質量法»), promulgated on February 22, 1993 and latest amended on December 29, 2018, a manufacturer is prohibited from producing or selling products that do not meet applicable standards and requirements for safeguarding human health and ensuring human and property safety. Products must be free from unreasonable dangers threatening human and property safety. Where a defective product causes physical injury to a person or property damage, the aggrieved party may make a claim for compensation from the producer or the seller of the product. Producers and sellers of non-compliant products may be ordered to cease the production or sale of the products and could be subject to confiscation of the products and/or fines. Earnings from sales in contravention of such standards or requirements may also be confiscated, and in severe cases, an offender's business license may be revoked.

The Administrative Measures for Online Live-Streaming Marketing (for Trial Implementation)

Pursuant to the Administrative Measures for Online Live-Streaming Marketing (for Trial Implementation) («網絡直播營銷管理辦法(試行)») promulgated by the Cyberspace Administration of China and Ministry of Commerce on April 23, 2021, and effective from May 25, 2021, those who engage in online live-streaming marketing activities shall comply with laws and regulations. Operators of live studios and live-streaming marketing personnel engaging in online live-streaming marketing activities shall comply with laws, regulations and the relevant provisions of the State, follow public order and good customs, and truthfully, accurately and comprehensively release information on goods or services. Live-streaming marketing personnel shall not engage in online live-streaming marketing activities at places that involve national security, public security, or affect the normal production and life order of others and the society.

The E-Commerce Law of the PRC

According to the E-Commerce Law of the PRC («中華人民共和國電子商務法») which was promulgated by the SCNPC on August 31, 2018 and became effective on January 1, 2019, e-commerce operators refer to natural persons, legal persons and unincorporated organizations that engage in business activities of selling commodities or offering services through the internet and other information networks, including e-commerce platform operators, intraplatform business operators and other e-commerce operators that sell commodities or offer services through a self-built website or other network services. An e-commerce operator shall, in business operation, abide by the principles of voluntariness, equality, fairness and good faith, observe the law and business ethics, fairly participate in market competition, perform obligations in aspects including protection of consumer rights and interests, environment, intellectual property rights, cybersecurity and individual information, assume responsibility for quality of products or services and accept the supervision by the government and the public.

  • 154 -

REGULATIONS

E-commerce operators shall complete the market entity registration (unless no such registration is required by laws and administrative regulations) and obtain the relevant administrative licenses for conducting those operational activities which are required by law to obtain administrative licenses. Commodities sold or services offered by e-commerce operators shall meet the requirements to protect personal and property safety and the environmental protection requirements, and e-commerce operators shall not sell or provide any commodity or service prohibited by laws and administrative regulations. E-commerce operators shall (including without limitation): (i) continuously display its business license information and administrative license, or relevant information which indicates that it does not need to complete the market entity registration in a prominent position on its homepage; (ii) disclose information about commodities or services in a comprehensive, truthful, accurate and timely manner so as to safeguard the consumers' right to know and right of choice; (iii) deliver commodities or services according to its commitment or the ways and time limits as agreed upon with consumers, and bear the risks and responsibilities when commodities are in transit; and (iv) bring the tie-in sales of commodities or services to consumers' attention in significant manner and shall not set tie-in commodities or services as default options. Where an e-commerce operator ceases to engage in e-commerce business, it shall continuously announce relevant information in a prominent position on its homepage 30 days in advance.

The Administrative Measures for the Supervision on Online Trading

According to the Administrative Measures for the Supervision on Online Trading (《網絡交易監督管理辦法》) which was promulgated by the SAMR on March 15, 2021 and became effective on May 1, 2021, e-commerce operators shall obtain relevant administrative licenses required by law.

The Administrative Measures for the Supervision on Online Trading further regulates and refines the e-commerce supervision system, including, but not limited to (i) clarifying the characteristics and responsibilities of e-commerce operators; (ii) refining the requirements of the collection and use of personal information, expressly stating that consumers cannot be forced directly or in any disguised manner to consent to the collection or use of personal information that is not directly related to the business activities by means of a general authorization, default authorization, bundling with other authorization, and discontinuing installation, etc., and clarifying the obligation of the e-commerce operators and their staff to keep the personal information collected confidential; (iii) strengthening the protection of consumer rights, for example, if e-commerce operators provide services with auto-renewable subscriptions, e-commerce operators shall remind the consumers in a conspicuous way five days before each automatic renewal and let the consumers make the decisions; and (iv) reinforcing the liabilities of e-commerce operators.

  • 155 -

REGULATIONS

REGULATIONS ON CONSUMER RIGHTS PROTECTION

Our business is subject to a variety of consumer protection laws, including the PRC Consumer Rights and Interests Protection Law (《中華人民共和國消費者權益保護法》), as amended in 2013 and became effective on March 15, 2014, which imposes stringent requirements and obligations on business operators. Failure to comply with these consumer protection laws could subject us to administrative sanctions, such as the issuance of a warning, confiscation of illegal income, imposition of fines, an order to cease business operations, revocation of business licenses, as well as potential civil or criminal liabilities.

REGULATIONS ON INTERNET INFORMATION SECURITY AND PRIVACY PROTECTION

Internet information in China is regulated and restricted from a national security standpoint.

The SCNPC, has enacted the Decisions on Maintaining Internet Security (《全國人民代表大會常務委員會關於維護互聯網安全的決定》) on December 28, 2000, amended on August 27, 2009, which may subject violators to criminal punishment in China for any effort to: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial information; or (v) infringe intellectual property rights. The Ministry of Public Security of the PRC has promulgated the Administration Measures on the Security Protection of Computer Information Network with International Connections (《計算機信息網絡國際聯網安全保護管理辦法》) on December 16, 1997 and the State Council of the PRC has amended it on January 8, 2011 to prohibit use of the Internet in ways which, among other things, result in a leakage of state secrets or infringement of the legitimate rights and interests of the state, the society, the community or the citizens. If an internet information service provider violates these measures, the Ministry of Public Security and the local security bureaus may, when necessary, suggest the issuing or approving government agency to revoke its operating license and shut down its websites.

The Administrative Measures for the Hierarchical Protection of Information Security (《信息安全等級保護管理辦法》) promulgated by the Ministry of Public Security (the "MPS"), the State Secrecy Bureau, the State Cipher Code Administration and the former Information Office of the State Council on June 22, 2007, divide the security protection of information systems into five grades based on the degree of harm caused by the destruction of the information system to the legitimate rights and interests of citizens, legal persons and other organisations, social public order and public interests and the national security and require the operators of information systems ranking Grade II or above to file an application with the local competent public security authorities for information systems already put into operation within 30 days since the date when its security protection grade was determined and for newly built information system of Grade II or above within 30 days since its information system is put into operation.

  • 156 -

REGULATIONS

In November 7, 2016, the Standing Committee of the National People's Congress (the "SCNPC", promulgated the Cyber Security Law of the PRC (《中華人民共和國網絡安全法》) (the "Cyber Security Law"), which became effective on June 1, 2017. The Cyber Security Law requires that a network operator, which includes, among others, internet information services providers, take technical measures and other necessary measures in accordance with applicable laws and regulations and the compulsory requirements of the national and industrial standards to safeguard the safe and stable operation of its networks. We are subject to such requirements as we are operating a website, mobile application and mini-program and providing certain internet services mainly through our mobile application and mini-program. The Cyber Security Law further requires internet information services providers to formulate contingency plans for network security incidents, report to the competent departments immediately upon the occurrence of any incident endangering cyber security and take corresponding remedial measures.

Internet information services providers are also required to maintain the integrity, confidentiality and availability of network data. The Cyber Security Law reaffirms the basic principles and requirements specified in other existing laws and regulations on personal data protection, such as the requirements on the collection, use, processing, storage and disclosure of personal data, and internet information services providers being required to take technical and other necessary measures to ensure the security of the personal information they have collected and prevent the personal information from being divulged, damaged or lost. Any violation of the Cyber Security Law may subject the internet information services provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, shutdown of websites or criminal liabilities.

On November 28, 2019, the Secretary Bureau of the CAC, the General Office of the MIIT, the General Office of the Ministry of Public Security and the General Office of the SAMR jointly issued the Notice on the Measures for Determining the Illegal Collection and Use of Personal Information through Mobile Applications (《App違法違規收集使用個人信息行為認定方法》), which aims to provide reference for supervision and administration departments and provide guidance for mobile applications operators' self-examination and self-correction and social supervision by netizens, and further elaborates the forms of behavior constituting illegal collection and use of the personal information through mobile applications including: (i) failing to publish the rules on the collection and use of personal information; (ii) failing to explicitly explain the purposes, methods and scope of the collection and use of personal information; (iii) collecting and using personal information without the users' consent; (iv) collecting personal information unrelated to the services they provide and beyond the necessary principle; (v) providing personal information to others without the users' consent; (vi) failing to provide the function of deleting or correcting the personal information according to the laws or failing to publish information such as ways of filing complaints and reports.

  • 157 -

REGULATIONS

Pursuant to the Notice of the Ministry of Industry and Information Technology on the Record-filing of Mobile Internet Apps (《工業和信息化部關於開展移動互聯網應用程序備案工作的通知》), promulgated by the MIIT on July 21, 2023 and took effective on the same day, any operator of APP (including mini programs and quick applications) that engages in Internet information services within the territory of the PRC shall go through the record-filing formalities in accordance with the Law of the People's Republic of China Against Telecommunications and Internet Frauds (《中華人民共和國反電信網絡詐騙法》), the Administrative Measures on Internet-based Information Services (《互聯網信息服務管理辦法》) and other regulations. Any APP operator that fails to complete the record-filing formalities shall not engage in APP Internet information services.

On July 7, 2022, the CAC issued the Measures for the Security Assessment of Data Exit (《數據出境安全評估辦法》), which stipulates that data processors who provide overseas the important data collected and generated during operations within the PRC and personal information that shall be subject to security assessment shall conduct a security assessment. Furthermore, if the data processor provides data overseas and meets one of the following circumstances, it shall declare the security assessment: (i) the data contains important data; (ii) operators of critical information infrastructure and personal information processors who have processed personal information of one million people provide personal information abroad; (iii) accumulatively provided personal information of more than one hundred thousand people or sensitive personal information of more than ten thousand people abroad from 1 January of the previous year; and (iv) other circumstances as specified by the CAC. The assessment results of the data exit are valid for two years.

In December 2011, the Ministry of Industry and Information Technology (the "MIIT") issued Several Provisions on Regulating the Market Order of Internet Information Services (《規範互聯網信息服務市場秩序若干規定》), which provides that an internet information service provider may not collect any user's personal information or provide any such information to third parties without such user's consent. Pursuant to the Several Provisions on Regulating the Market Order of Internet Information Services, internet information service providers are required to, among others, (i) expressly inform the users of the method, content and purpose of the collection and processing of such users' personal information and may only collect such information necessary for the provision of its services; and (ii) properly maintain the users' personal information, and in case of any leak or possible leak of a user's personal information, online lending service providers must take immediate remedial measures and, in severe circumstances, make an immediate report to the telecommunications regulatory authority.

Pursuant to the Decision on Strengthening the Protection of Online Information (《全國人民代表大會常務委員會關於加強網絡信息保護的決定》), issued by the SCNPC in December 2012, and the Order for the Protection of Telecommunication and Internet User Personal Information (《電信和互聯網用戶個人信息保護規定》), issued by the MIIT in July 2013, any collection and use of any user personal information must be subject to the consent of the user, and abide to the applicable law, rationality and necessity of the business and fall within the specified purposes, methods and scopes in the applicable laws.

– 158 –


REGULATIONS

Pursuant to the Ninth Amendment to the Criminal Law (《中華人民共和國刑法修正案 (九)》), issued by the SCNPC in August 2015, which became effective in November 2015, any Internet service provider that fails to fulfill its obligations related to Internet information security administration as required under applicable laws and refuses to rectify upon orders shall be subject to criminal penalty. In addition, Interpretations of the Supreme People's Court and the Supreme People's Procuratorate on Several Issues Concerning the Application of Law in the Handling of Criminal Cases Involving Infringement of Personal Information (《最高人民法院、最高人民检察院關於辦理侵犯公民個人信息刑事案件適用法律若干問題的解釋》), issued on May 8, 2017 and effective as of June 1, 2017, clarified certain standards for the conviction and sentencing of the criminals in relation to personal information infringement. In addition, the Opinions of the Supreme People's Court, the Supreme People's Procuratorate, and the Ministry of Public Security on Several Issues Concerning the Application of Criminal Procedures in Handling of Criminal Cases Involving Information Networks (《最高人民法院、最高人民检察院公安部關於辦理信息網絡犯罪案件適用刑事訴訟程序若干問題的意見》), which took effect on September 1, 2022, further provide detailed procedures on facilitating the handling of criminal cases of (i) refusing to perform the obligation of managing the security of the information networks, (ii) illegally using the information networks, or (iii) assisting in the criminal activities of the information networks.

In addition, on May 28, 2020, the National People's Congress of the PRC approved the PRC Civil Code (《中華人民共和國民法典》), which came into effect on January 1, 2021. Pursuant to the PRC Civil Code, the collection, storage, use, process, transmission, provision and disclosure of personal information should follow the principles of legitimacy, properness and necessity.

In July 2021, General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law (《關於依法從嚴打擊證券違法活動的意見》) (the "Opinions"), which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and incidents of China-concept overseas listed companies.

On June 10, 2021, the Standing Committee of the National People's Congress of China promulgated the Data Security Law (《數據安全法》) (the "Data Security Law"), which took effect in September 1st, 2021. The Data Security Law sets forth data security and privacy related compliance obligations on entities and individuals carrying out data related activities. The Data Security Law also introduces a data classification and layered protection system based on the importance of data and the degree of impact on national security, public interests or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked or illegally acquired or used. According to the PRC National Security Law, the State shall establish institutions and mechanisms for national security review and regulation, and conduct national security review on data processing activities that affect or may affect PRC national security.

  • 159 -

REGULATIONS

On December 28, 2021, the CAC, NDRC, MIIT, the MPS, the Ministry of National Security, the MOF, the MOFCOM, the People's Bank of China, the SAMR, the National Radio and Television Administration, the CSRC, the National Administration of State Secrets Protection and the State Cryptography Administration jointly released the Cybersecurity Review Measures (《網絡安全審查辦法》), which took effect on February 15, 2022. Pursuant to the Cybersecurity Review Measures, network platform operators with information of over one million users shall be subject to cybersecurity review before listing abroad (國外上市). The cybersecurity review will evaluate, among others, the risk of critical information infrastructure, core data, important data, or the risk of a large amount of personal information being influenced, controlled or maliciously used by foreign governments after going public, and Cyber information security risk. As of the date of this Prospectus, we have not been informed by any PRC governmental authority of any requirement to file for approval for this Listing.

On July 30, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure (《關鍵信息基礎設施安全保護條例》), or the Regulations, which took effect in September 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cyber Security Law. The Regulations provide, "critical information infrastructure" (CII) refers to an important network facility and information system in important industries and fields such as, among others, public communications and information services, as well as other important network facilities and information systems that may seriously endanger national security, the national economy, the people's livelihood, or the public interests in the event of damage, loss of function, or data leakage. In addition, The Regulations stipulate that the competent authorities and the supervision and administration departments of the important industries and sectors involved in Article 2 ("Protection Departments") of the Regulations shall be responsible for the security protection of critical information infrastructures, and the Protection Departments shall be responsible for organizing the recognition of the critical information infrastructures within the industries and sectors according to the recognition rules, and shall inform the recognized critical information infrastructure operator (CIIO) accordingly.

On August 20, 2021, the SCNPC promulgated the PRC Personal Information Protection Law (《中華人民共和國個人信息保護法》), which took effect on November 1, 2021. Pursuant to the Personal Information Protection Law, "personal information" refers to any kind of information related to an identified or identifiable individual as electronically or otherwise recorded but excluding the anonymised information. The processing of personal information includes the collection, storage, use, processing, transmission, provision, disclosure and deletion of personal information. The Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of the PRC, as well as personal information processing activities outside the territory of PRC, for the purpose of providing products or services to natural persons located within China, or for analysing or evaluating the behaviors of natural persons located within China, or for other circumstances as prescribed by laws and administrative regulations. A personal information processor may process the personal information of this individual only under the following circumstances: (i) where consent is obtained from the individual; (ii) where it is necessary for the execution or performance of a contract to which the individual is a party, or where it is necessary for

  • 160 -

REGULATIONS

carrying out human resource management pursuant to employment rules legally adopted or a collective contract legally concluded; (iii) where it is necessary for performing a statutory responsibility or statutory obligation; (iv) where it is necessary in response to a public health emergency, or for protecting the life, health or property safety of a natural person in the case of an emergency; (v) where the personal information is processed within a reasonable scope to carry out any news reporting, supervision by public opinions or any other activity for public interest purposes; (vi) where the personal information, which has already been disclosed by an individual or otherwise legally disclosed, is processed within a reasonable scope; or (vii) any other circumstance as provided by laws or administrative regulations. In principle, the consent of an individual must be obtained for the processing of his or her personal information, except under the circumstances of the aforementioned items (ii) to (vii). Where personal information is to be processed based on the consent of an individual, such consent shall be a voluntary and explicit indication of intent given by such individual on a fully informed basis. If laws or administrative regulations provide that the processing of personal information shall be subject to the separate consent or written consent of the individual concerned, such provisions shall prevail.

On August 16, 2021, the CAC promulgated the Provisions on the Administration of Automobile Data Security (for Trial Implementation) (《汽車數據安全管理若干規定(試行)》), or the Provisions on Automobile Data Security, which took effect in October 2021. The Provisions on Automobile Data Security clearly define the definition of “automobile data”, “automobile data operating”, “automobile data operator”, “personal information”, “sensitive personal information” and “important data”, and further elaborate the principles of and requirements for the automobile data operating activities within the PRC. Furthermore, the Provisions on Automobile Data Security also prescribe the implementation of classified protection of cybersecurity, the obligations of automobile data operators to inform, anonymize and obtain individuals’ consents, and the specific requirements for operating sensitive personal information, as well as the risk assessment when operating important data and the security assessment when providing important data abroad.

On September 24, 2024, the State Council promulgated the Regulations on the Administration of Cyber Data Security (《網絡數據安全管理條例》) (the “Data Security Regulations”), which is applicable to network data processing activities and the security supervision and administration thereof conducted within the territory of the People’s Republic of China and took effect on January 1, 2025. The Data Security Regulations stipulate that data processors engaging in data processing activities that affect or may affect national security shall be subject to cyber security review in accordance with relevant laws and regulations and do not include the article of “if a data processor’s proposed listing in Hong Kong affect or may affect national security, the data processor shall apply for the cybersecurity review according to relevant laws and regulations” as presented in the Cyber Data Security Administration Regulations (Draft for Comment)(《網絡數據安全管理條例(徵求意見稿)》), which was promulgated by the CAC on November 14, 2021. Furthermore, the Data Security Regulations include, but are not limited to, the following provisions: (i) the Data Security Regulations provide specific guidelines to clarify the PIPL regarding notification, consent, and individuals’ rights; (ii) the Data Security Regulations outline the requirements for establishing an important

  • 161 -

REGULATIONS

data catalog and stipulate the responsibilities of network data processors to identify and report important data; (iii) the Data Security Regulations optimize regulations for cross-border data security management, specifying conditions under which network data processors may provide personal information abroad in accordance with international treaties or agreements. The regulations clarify that data not identified or publicly disclosed as important data by relevant regions or departments need not undergo cross-border security assessments for important data; (iv) the Data Security Regulations set forth network data security protection requirements for network platform service providers, third-party product and service providers, and other relevant entities.

On March 22, 2024, the CAC promulgated the Regulations on Promoting and Regulating Cross-Border Data Flow (《促進和規範數據跨境流動規定》), which came into effect from the date of promulgation. The regulations provide several exemptions for enterprises from the need to conduct data security assessments, obtain personal information protection certifications, or enter into standard contracts for the export of personal information. These exemptions include, but are not limited to, situations where data processors other than operators of critical information infrastructure have provided personal information (excluding sensitive personal information) to overseas recipients for less than 100,000 individuals since January 1 of the current year. Data processors other than operators of critical information infrastructure who have provided (a) personal information (excluding sensitive personal information) to overseas recipients for more than 100,000 but less than 1,000,000 individuals, or (b) sensitive personal information for less than 10,000 individuals since January 1 of the current year, shall enter into standard contracts for the export of personal information or obtain personal information protection certifications with the overseas recipients in accordance with the law. The regulations also explicitly stipulate that data processors are not required to declare a data export security assessment for data that has not been notified or publicly released as important data by relevant departments or regions.

On December 8, 2022, the MIIT issued the "Measures for Data Security Management in the Industrial and Information Technology Fields (Trial)" (《工業和信息化領域數據安全管理辦法(試行)》) ("The Measures for Data Security Management"), which was implemented from January 1, 2023. The Measures for Data Security Management refine the requirements for national data security management in the industrial and information technology fields, clarify specific requirements for carrying out activities such as data classification and grading protection and important data management, refine data security obligations throughout the entire lifecycle of the data processing, and provide institutional guarantees for industry data security supervision. The Measures for Data Security Management also establish a data security supervision system in the industrial and information technology fields, clarify the responsibilities of the MIIT and local industry regulatory departments, and establish a working mechanism with consistent rights and responsibilities. Finally, Measures for Data Security Management provide guidance on data security management and technical protection measures for data processors, and require them to fulfill their responsibilities as the main body of security protection based on the actual situation in the industrial, telecommunications, and radio fields.

  • 162 -

REGULATIONS

On February 22, 2023, the CAC promulgated Measures for the Standard Contract for Outbound Transfer of Personal Information (《個人信息出境標準合同辦法》), which came into effect on June 1, 2023. Pursuant to Measures for the Standard Contract for Outbound Transfer of Personal Information, personal information processor transferring personal information abroad shall conclude Standard Contract if satisfy all the following conditions: (1) the data processor who intends to transfer personal information abroad is not a critical information infrastructure operator; (2) the data processor processes personal information of less than one million individuals; (3) the data processor has cumulatively transferred abroad the personal information of less than 100,000 individuals since January 1 of the previous year; and (4) the data processor has cumulatively transferred abroad the sensitive personal information of less than 10,000 individuals since January 1 of the previous year.

On February 12, 2025, the Cyberspace Administration of China issued the Administrative Measures for the Compliance Audit of Personal Information Protection (《個人信息保護合規審計管理辦法》), which took effect on May 1, 2025. According to the Measures, the term “compliance audit of personal information protection” refers to supervisory activities that review and evaluate whether the personal information processing activities of personal information processors comply with laws and administrative regulations. Personal information processors that handle the personal information of over 10 million individuals shall conduct a personal information protection compliance audit at least once every two years. Where a personal information processor is in any of the following circumstances, the Cyberspace Administration of China and other departments performing personal information protection duties (hereinafter collectively referred to as the “Protection Departments”) may require it to entrust a professional institution to conduct a compliance audit of its personal information processing activities: (i) Where significant risks are identified in the personal information processing activities, such as severe impacts on individual rights or insufficient security measures; (ii) Where the personal information processing activities may infringe upon the rights and interests of a large number of individuals; (iii) In the event of a personal information security incident resulting in the leakage, tampering, loss, or destruction of personal information of over 1 million individuals or sensitive personal information of over 100,000 individuals.

REGULATIONS ON ENVIRONMENTAL PROTECTION AND WORK SAFETY

Regulations on Environmental Protection

Pursuant to the Environmental Protection Law of the PRC (《中華人民共和國環境保護法》) promulgated by the SCNPC, on December 26, 1989, amended on April 24, 2014 and effective on January 1, 2015, any entity which discharges or will discharge pollutants during the course of operations or other activities must implement effective environmental protection safeguards and procedures to control and properly treat waste gas, waste water, waste residue, dust, malodorous gases, radioactive substances, noise, vibrations, electromagnetic radiation and other hazards produced during such activities.


REGULATIONS

Environmental protection authorities impose various administrative penalties on persons or enterprises in violation of the Environmental Protection Law. Such penalties include warnings, fines, orders to rectify within the prescribed period, orders to cease construction, orders to restrict or suspend production, orders to make recovery, orders to disclose relevant information or make an announcement, imposition of administrative action against relevant responsible persons, and orders to shut down enterprises. Any person or entity that pollutes the environment resulting in damage could also be held liable under the PRC Civil Code (《中華人民共和國民法典》). In addition, environmental organizations may also bring lawsuits against any entity that discharges pollutants detrimental to the public welfare.

Regulations on Work Safety

Under relevant construction safety laws and regulations, including the Work Safety Law of the PRC (《中華人民共和國安全生產法》) which was promulgated by the SCNPC on June 29, 2002 and latest amended on June 10, 2021, production and operating business entities must establish objectives and measures for work safety and improve the working environment and conditions for workers in a planned and systematic way. A work safety protection scheme must also be set up to implement the work safety job responsibility system. In addition, production and operating business entities must arrange work safety training and provide the employees with protective equipment that meets the national standards or industrial standards. Furthermore, production and operating business entities shall report their major hazard sources and related safety and emergency measures to the emergency management department and other relevant departments for the record, and establish a safety risk grading control system and take corresponding control measures. Automobile and components manufacturers are subject to the above-mentioned environment protection and work safety requirements.

REGULATIONS ON FIRE CONTROL

Pursuant to the Fire Safety Law of the PRC (《中華人民共和國消防法》) promulgated by the SCNPC on April 29, 1998 and latest amended on April 29, 2021, for special construction projects stipulated by the housing and urban-rural development authority of the State Council, the developer shall submit the fire safety design documents to the housing and urban-rural development authority for examination, while for construction projects other than those stipulated as special development projects, the developer shall, at the time of applying for the construction permit or approval for work commencement report, provide the fire safety design drawings and technical materials which satisfy the construction needs. According to Interim Regulations on Administration of Examination and Acceptance of Fire Control Design of Construction Projects (《建設工程消防設計審查驗收管理暫行規定》) promulgated on April 1, 2020 and amended on August 21, 2023, an examination system for fire prevention design and acceptance only applies to special construction projects, and for other projects, a record-filing and spot check system would be applied.

  • 164 -

REGULATIONS

REGULATIONS ON INTELLECTUAL PROPERTY RIGHTS

Patent Law

According to the Patent Law of the PRC (《中華人民共和國專利法》) promulgated by the SCNPC on March 12, 1984 and currently effective from June 1, 2021, the State Intellectual Property Office is responsible for administering patent law in the PRC. The patent administration departments of provincial, autonomous region or municipal governments are responsible for administering patent law within their respective jurisdictions. The Chinese patent system adopts a first-to-file principle, which means that when more than one person files different patent applications for the same invention, only the person who files the application first is entitled to obtain a patent of the invention. To be patentable, an invention or a utility model must meet three criteria: novelty, inventiveness and practicability. The protection period is twenty years for an invention patent and ten years for a utility model patent and fifteen years for a design patent, commencing from their respective application dates.

Regulations on Copyright

The Copyright Law of the PRC (《中華人民共和國著作權法》) (the "Copyright Law"), which took effect on June 1, 1991 and was latest amended in 2020 and came into effect on June 1, 2021, provides that Chinese citizens, legal persons, or other organizations shall, whether published or not, own copyright in their copyrightable works, which include, among others, works of literature, art, natural science, social science, engineering technology and computer software. Copyright owners enjoy certain legal rights, including right of publication, right of authorship and right of reproduction. The Copyright Law extends copyright protection to Internet activities, products disseminated over the Internet and software products. In addition, the Copyright Law provides for a voluntary registration system administered by the China Copyright Protection Center. According to the Copyright Law, an infringer of the copyrights shall be subject to various civil liabilities, which include ceasing infringement activities, apologizing to the copyright owners and compensating the loss of the copyright owner. Infringers of a copyright may also be subject to fines and/or administrative or criminal liabilities in severe situations.

Pursuant to the Computer Software Copyright Protection Regulations (《計算機軟件保護條例》) promulgated by the State Council on December 20, 2001 and amended on January 30, 2013, the software copyright owner may go through the registration formalities with a software registration authority recognized by the State Council's copyright administrative department. The software copyright owner may authorize others to exercise that copyright, and is entitled to receive remuneration.

  • 165 -

REGULATIONS

Trademark Law

Trademarks are protected by the Trademark Law of the PRC (《中華人民共和國商標法》) which was adopted on August 23, 1982 and latest amended in 2019, as well as by the Implementation Regulations of the PRC Trademark Law (《中華人民共和國商標法實施條例》) adopted by the State Council in 2002 and as most recently amended on April 29, 2014. The Trademark Office under the State Administration for Industry and Commerce, handles trademark registrations. The Trademark Office grants a ten-year term to registered trademarks and the term may be renewed for another ten-year period upon request by the trademark owner. A trademark registrant may license its registered trademarks to another party by entering into trademark license agreements, which must be filed with the Trademark Office for its record. As with patents, the Trademark Law has adopted a first-to-file principle with respect to trademark registration. If a trademark applied for is identical or similar to another trademark which has already been registered or subject to a preliminary examination and approval for use on the same or similar kinds of products or services, such trademark application may be rejected. Any person applying for the registration of a trademark may not injure existing trademark rights first obtained by 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.

Regulations on Domain Names

The MIIT promulgated the Measures on Administration of Internet Domain Names (《互聯網域名管理辦法》) (the “Domain Name Measures”), on August 24, 2017, which took effect on November 1, 2017 and replaced the Administrative Measures on China Internet Domain Name (《中國互聯網絡域名管理辦法》) promulgated by the MIIT on November 5, 2004. According to the Domain Name Measures, the MIIT is in charge of the administration of PRC internet domain names. The domain name registration follows a first-to-file principle. Applicants for registration of domain names must provide the true, accurate and complete information of their identities to domain name registration service institutions. The applicants will become the holder of such domain names upon the completion of the registration procedure.

REGULATIONS ON FOREIGN INVESTMENT IN CHINA

Catalogue for the Guidance of Foreign Investment Industries

Investments in the PRC by foreign investors and foreign-invested enterprises were regulated by the Catalogue for the Guidance of Foreign Investment Industries (《外商投資產業指導目錄》) (the “Foreign Investment Catalogue”), jointly promulgated by the MOFCOM and NDRC on June 28, 1995 and amended from time to time. The Foreign Investment Catalogue was last repealed by the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version) (《外商投資准入特別管理措施(負面清單)(2024年版)》) (the “Negative List”), which was jointly promulgated by the MOFCOM and the NDRC on September 6, 2024 and came into effect on November 1, 2024, and the Catalogue of


REGULATIONS

Industries for Encouraging Foreign Investment (2020 Version) (《鼓勵外商投資產業目錄 (2022年版)》)(the “2022 Encouraging Catalogue”), which was jointly promulgated by the MOFCOM and the NDRC on October 26, 2022 and became effective on January 1, 2023. The 2022 Encouraging Catalogue and the Negative List set out the industries and economic activities in which foreign investment in the PRC is encouraged, restricted or prohibited. Pursuant to the 2022 Encouraging Catalogue, the manufacture and the development of key parts and components of NEVs fall within the encouraged catalogue, and the Negative List lifts the limit on foreign ownership of automakers for ICE passenger vehicles.

Foreign Investment Law

The establishment, operation and management of corporate entities in the PRC is governed by the PRC Company Law (《中華人民共和國公司法》), which was latest amended on December 29, 2023. The PRC Company Law generally governs two types of companies — limited liability companies and joint stock limited companies. The PRC Company Law shall also apply to foreign-invested companies. Where laws on foreign investment have other stipulations, such stipulations shall prevail. On March 15, 2019, the National People's Congress promulgated the Foreign Investment Law of PRC (《中華人民共和國外商投資法》), which has become effective on January 1, 2020 and replaced three laws on foreign investments in China, namely, the PRC Equity Joint Venture Law (《中華人民共和國中外合資經營企業法》), the PRC Cooperative Joint Venture Law (《中華人民共和國中外合作經營企業法》) and the PRC Wholly Foreign-owned Enterprise Law (《中華人民共和國外資企業法》), together with their implementation rules and ancillary regulations. The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in China. The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition.

According to the Foreign Investment Law, "foreign investment" refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as "foreign investor") within China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other similar rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations or the State Council.

  • 167 -

REGULATIONS

According to the Foreign Investment Law, the State Council will publish or approve to publish a catalogue for special administrative measures, or the "negative list." The Foreign Investment Law grants national treatment to foreign invested entities, except for those foreign invested entities that operate in industries deemed to be either "restricted" or "prohibited" in the "negative list." Because the "negative list" has yet been published, it is unclear whether it will differ from the current Negative List. The Foreign Investment Law provides that foreign invested entities operating in foreign restricted or prohibited industries will require market entry clearance and other approvals from relevant PRC governmental authorities.

Furthermore, the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementation of the Foreign Investment Law.

In addition, the Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that local governments shall abide by their commitments to the foreign investors; foreign-invested enterprises are allowed to issue stocks and corporate bonds; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; mandatory technology transfer is prohibited; and the capital contributions, profits, capital gains, proceeds out of asset disposal, licensing fees of intellectual property rights, indemnity or compensation legally obtained, or proceeds received upon settlement by foreign investors within China, may be freely remitted inward and outward in RMB or a foreign currency. Also, foreign investors or the foreign investment enterprise should be imposed legal liabilities for failing to report investment information in accordance with the requirements.

On December 26, 2019, the State Council promulgated the Implementation Regulations on the Foreign Investment Law of PRC (《中華人民共和國外商投資法實施條例》), effective on January 1, 2020, which further requires that foreign-invested enterprises and domestic enterprises shall be treated equally with respect to policy making and implementation. Pursuant to the Implementation Regulations on the Foreign Investment Law, if the existing foreign-invested enterprises fail to change their original forms as of January 1, 2025, the relevant market regulation departments will not process other registration matters for the enterprises, and may disclose their relevant information to the public.

On December 30, 2019, the MOFCOM and the SAMR jointly issued the Measures for Reporting of Foreign Investment Information (《外商投資信息報告辦法》) (the “Foreign Investment Information Measures”), which became effective on January 1, 2020 and replaced the Interim Administrative Measures for the Record-filing of the Establishment and Modification of Foreign-invested Enterprises (《外商投資企業設立及變更備案管理暫行辦法》). Since January 1, 2020, for foreign investors carrying out investment activities directly or indirectly in the PRC, foreign investors or foreign-invested enterprises shall submit investment information through the Enterprise Registration System and the National Enterprise

  • 168 -

REGULATIONS

Credit Information Publicity System operated by the State Administration for Market Regulation. Foreign investors or foreign-invested enterprises shall disclose their investment information by submitting reports for their establishments, modifications and cancellations and their annual reports in accordance with the Foreign Investment Information Measures. If a foreign-invested enterprise investing in the PRC has finished submitting its reports for its establishment, modifications and cancellation and its annual reports, the relevant information will be shared by the competent market regulation department to the competent commercial department, and such foreign-invested enterprise is not required to submit the reports to the two departments separately.

REGULATIONS ON FOREIGN EXCHANGE

General Principles of Foreign Exchange

Under the Regulations on the Foreign Exchange System of the PRC (《中華人民共和國外匯管理條例》) promulgated on January 29, 1996 and most recently amended on August 5, 2008 and various regulations issued by the State Administration of Foreign Exchange of the PRC (the "SAFE"), and other relevant PRC government authorities, Renminbi is convertible into other currencies for current account items, such as trade-related receipts and payments and payment of interest and dividends. The conversion of Renminbi into other currencies and remittance of the converted foreign currency outside the PRC of capital account items, such as direct equity investments, loans and repatriation of investment, requires the prior approval from the SAFE or its local office.

Payments for transactions that take place within the PRC must be made in Renminbi. Unless otherwise approved, PRC companies may not repatriate foreign currency payments received from abroad or retain the same abroad. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks under the current account items subject to a cap set by the SAFE or its local branch. Foreign exchange proceeds under the current accounts may be either retained or sold to a financial institution engaged in settlement and sale of foreign exchange pursuant to relevant SAFE rules and regulations. For foreign exchange proceeds under the capital accounts, approval from the SAFE is generally required for the retention or sale of such proceeds to a financial institution engaged in settlement and sale of foreign exchange.

According to the Notice on Relevant Issue Concerning the Administration of Foreign Exchange for Overseas Listing (《關於境外上市外匯管理有關問題的通知》) issued by the SAFE on December 26, 2014 and as amended by the SAFE Circular No. 16 (defined below), the domestic companies shall register the overseas listing 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.

  • 169 -

REGULATIONS

Pursuant to the Circular of the SAFE on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment (《關於進一步改進和調整直接投資外匯管理政策的通知》) (the “SAFE Circular No. 59”), promulgated by SAFE on November 19, 2012, which became effective on December 17, 2012 and was further amended on May 4, 2015 and October 10, 2018, approval of SAFE is not required for opening a foreign exchange account and depositing foreign exchange into the accounts relating to the direct investments. The SAFE Circular No. 59 also simplified foreign exchange-related registration required for the foreign investors to acquire the equity interests of Chinese companies and further improve the administration on foreign exchange settlement for foreign-invested enterprises.

The Circular on Further Simplifying and Improving the Foreign Currency Management Policy on Direct Investment (《關於進一步簡化和改進直接投資外匯管理政策的通知》) (the “SAFE Circular No. 13”), effective from June 1, 2015, cancels the administrative approvals of foreign exchange registration of direct domestic investment and direct overseas investment and simplifies the procedure of foreign exchange-related registration. Pursuant to SAFE Circular No. 13, the investors shall register with banks for direct domestic investment and direct overseas investment.

The Circular on Reforming the Management Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise (《關於改革外商投資企業外匯資本金結匯管理方式的通知》) (the “SAFE Circular No. 19”), which was promulgated by the SAFE on March 30, 2015 and last amended on March 23, 2023, provides that a foreign-invested enterprise may, according to its actual business needs, settle with a bank the portion of the foreign exchange capital in its capital account for which the relevant foreign exchange administration has confirmed monetary capital contribution rights and interests (or for which the bank has registered the injection of the monetary capital contribution into the account). Pursuant to SAFE Circular No. 19, for the time being, foreign-invested enterprises are allowed to settle 100% of their foreign exchange capital on a discretionary basis; a foreign-invested enterprise shall truthfully use its capital for its own operational purposes within the scope of business; where an ordinary foreign-invested enterprise makes domestic equity investment with the amount of foreign exchanges settled, the foreign-invested enterprise must first go through domestic re-investment registration and open a corresponding account for foreign exchange settlement pending payment with the foreign exchange administration or the bank at the place where it is registered.

The Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts (《關於改革和規範資本項目結匯管理政策的通知》) (the “SAFE Circular No. 16”), which was promulgated by the SAFE and became effective on June 9, 2016 and amended on December 4, 2023, provides that enterprises registered in the PRC may also convert their foreign debts from foreign currency into Renminbi on a self-discretionary basis. SAFE Circular No. 16 also provides an integrated standard for conversion of foreign exchange under capital account items (including, but not limited to, foreign currency capital and foreign debts) on a self discretionary basis, which applies to all enterprises registered in the PRC.

  • 170 -

REGULATIONS

On October 23, 2019, SAFE issued the Circular on Further Promoting Cross-border Trade and Investment Facilitation (《關於進一步促進跨境貿易投資便利化的通知》). This circular allows the foreign-invested enterprises without equity investment as in their approved business scope to use their capital obtained from foreign exchange settlement to make domestic equity investment as long as the investments are real and in compliance with the foreign investment-related laws and regulations. In addition, this circular stipulates that qualified enterprises in certain pilot areas may use their capital income from registered capital, foreign debt and overseas listing, for the purpose of domestic payments without providing authenticity certifications to the relevant banks in advance for those domestic payments. Payments for transactions that take place within the PRC must be made in RMB. Foreign currency revenues received by PRC companies may be repatriated into the PRC or retained outside of the PRC in accordance with requirements and terms specified by SAFE.

According to the Circular on Optimizing Administration of Foreign Exchange to Support the Development of Foreign-related Business (《國家外匯管理局關於優化外匯管理支持涉外業務發展的通知》) (“SAFE Circular 8”), issued by SAFE in April 2020, under the prerequisite of ensuring true and compliant use of funds and compliance with the prevailing administrative provisions on use of income under the capital account, eligible enterprises are allowed to make domestic payments by using their capital funds, foreign credits and the income under capital accounts of overseas listing, without prior provision of the evidentiary materials concerning authenticity to the bank for each transaction. The handling banks shall conduct spot checks afterwards in accordance with the relevant requirements.

REGULATIONS ON DIVIDEND DISTRIBUTION

Wholly foreign-owned enterprises and Sino-foreign equity joint ventures in the PRC may pay dividends only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, these foreign-invested enterprises may not pay dividends unless they set aside at least 10% of their respective accumulated profits after tax each year, if any, to fund certain reserve funds, until such time as the accumulative amount of such fund reaches 50% of the enterprise’s registered capital. In addition, these companies also may allocate a portion of their after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash dividends.

Regulations governing abovementioned dividend distribution arrangements have been replaced by the Foreign Investment Law of PRC (《中華人民共和國外商投資法》) and its implantation rules, which do not provide specific dividend distribution rules for foreign invested enterprises. The Foreign Investment Law and its implementation rules also provide that after the conversion from a wholly foreign-owned enterprise or sino-foreign equity joint venture to a foreign invested enterprise under the Foreign Investment Law, distribution method of gains agreed in the joint venture agreements may continue to apply.

  • 171 -

REGULATIONS

REGULATIONS ON TAXATION

Enterprise Income Tax

On March 16, 2007, the SCNPC promulgated the PRC Enterprise Income Tax Law (《中華人民共和國企業所得稅法》) which was amended on February 24, 2017 and December 29, 2018. On December 6, 2007, the State Council enacted the Regulations for the Implementation of the Enterprise Income Tax Law (《中華人民共和國企業所得稅法實施條例》) (collectively, the “EIT Law”). The EIT Law came into effect on January 1, 2008 and amended on April 23, 2019. Under the EIT Law, both resident enterprises and non-resident enterprises are subject to tax in the PRC. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but are actually or in effect controlled from within the PRC. Non-resident enterprises are defined as enterprises that are organized under the laws of foreign countries and whose actual management is conducted outside the PRC, but have established institutions or premises in the PRC, or have no such established institutions or premises but have income generated from inside the PRC. Under the EIT Law and relevant implementing regulations, a uniform corporate income tax rate of 25% is applied. However, if non-resident enterprises have not formed permanent establishments or premises in the PRC, or if they have formed permanent establishment or premises in the PRC but there is no actual relationship between the relevant income derived in the PRC and the established institutions or premises set up by them, enterprise income tax is set at the rate of 10% with respect to their income sourced from inside the PRC.

Value-added Tax

The Provisional Regulations of the PRC on Value-added Tax (《中華人民共和國增值稅暫行條例》) were promulgated by the State Council on December 13, 1993, came into effect on January 1, 1994 and were subsequently amended from time to time; and the Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax (Revised in 2011) (《中華人民共和國增值稅暫行條例實施細則(2011修訂)》) was promulgated by the MOF on December 25, 1993 and subsequently amended on December 15, 2008 and October 28, 2011 (collectively, the “VAT Law”). On November 19, 2017, the State Council promulgated the Decisions on Abolishing the Provisional Regulations of the PRC on Business Tax and Amending the Provisional Regulations of the PRC on Value-added Tax (《關於廢止<中華人民共和國營業稅暫行條例>和修改<中華人民共和國增值稅暫行條例>的決定》) (the “Order 691”). On March 20, 2019, the MOF, the SAT and the General Administration of Customs jointly issued the Announcement on Relevant Policies on Deepen the Reform of Value-added Tax (《關於深化增值稅改革有關政策的公告》) (the “Announcement 39”). According to the VAT Law and the Order 691, all enterprises and individuals engaged in the sale of goods, the provision of processing, repair and replacement services, sales of services, intangible assets, real property and the importation of goods within the territory of the PRC are the taxpayers of value-added tax (the “VAT”). According to the Announcement 39, the VAT tax rates generally applicable are simplified as 13%, 9%, 6% and 0%, which will become effective on April 1, 2019, and the VAT tax rate applicable to the small-scale taxpayers is 3%.

  • 172 -

REGULATIONS

Taxation on Dividends

Individual Investors

According to the IIT Law which was promulgated on September 10, 1980 and last amended on August 31, 2018 by the SCNPC, and which came into effect on 1 January 2019, and the Regulations for the Implementation of the Individual Income Tax Law of the PRC (《中華人民共和國個人所得稅法實施條例》), which were last amended by the State Council on December 18, 2018 and which came into effect on January 1, 2019, dividends paid by PRC enterprises to individual investors are generally subject to a withholding tax at a flat rate of 20%. For a foreign individual who is not a resident of the PRC, the receipt of dividends from an enterprise in the PRC is normally subject to individual income tax of 20% unless specifically exempted by the tax authority of the State Council or reduced by a relevant tax treaty. In addition, pursuant to the Circular on Certain Policy Questions Concerning Individual Income Tax (《關於個人所得稅若干政策問題的通知》) issued by the MOF and SAT on May 13, 1994, the income gained by individual foreigners from dividends and bonuses of enterprises with foreign investment are exempted from individual income tax for the time being.

Corporate Investors

According to the EIT Law, and the Regulations for the Implementation of the Law of the PRC on Enterprise Income Tax (《中華人民共和國企業所得稅法實施條例》) that were last amended and which came into effect on April 23, 2019, where a non-resident enterprise has not set up any institutions or establishments in China, or it has done so, but its income generated in the PRC is irrelevant to the said institutions or establishments, it shall pay tax on the portion of its income generated in the PRC (including dividends received from a PRC resident enterprise whose shares are issued and listed in the Hong Kong Special Administrative Region) and the enterprise income rate is generally 10%. The aforesaid income tax payable by a non-resident enterprise must be withheld at source. The payer of the income is the withholding obligator. When making such payment or when such payment becomes due and payable, the withholding obligator shall withhold the income tax from the payment or the amount due and payable.

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 (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》), which was promulgated by the SAT and which came into effect on November 6, 2008, further clarifies that with regard to dividends generated after January 1, 2008, PRC resident enterprises must withhold and pay enterprise income tax at a tax rate of 10% on dividends distributed to H-share non-PRC resident enterprise shareholders. The Reply of the Imposition of Enterprise Income Tax on B-share and Other Dividends of Non-resident Enterprises (《關於非居民企業取得B股等股票股息徵收企業所得稅問題的批覆》), which was promulgated by the SAT on July 24, 2009, further provides that any PRC resident enterprise listed on any overseas stock exchange must withhold enterprise income tax at a rate of 10% on dividends of 2008 and thereafter distributed to non-PRC resident enterprise shareholders. Such tax rates may be further changed pursuant to the tax treaty or agreement that China has concluded with a relevant jurisdiction, where applicable.

  • 173 -

REGULATIONS

Taxes on Income from Share Transfer

Individual Investors

According to the IIT Law and its implementation regulations, individuals shall pay the individual income tax at the rate of 20% on their income from the sale of shares of PRC resident enterprises.

In accordance with the Circular of Declaring that Individual Income Tax Continues to be Exempted over Income of Individuals from the Transfer of Shares (《關於個人轉讓股票所得繼續暫免徵收個人所得稅的通知》) that was promulgated by the MOF and the SAT on March 30, 1998, from January 1, 1997, income of individuals from the transfer of shares of listed companies remains exempted from individual income tax. The Circular of Issues concerning the Individual Income Tax on Individuals' Income from the Transfer of Restricted Shares of Listed Companies (《關於個人轉讓上市公司限售股所得徵收個人所得稅有關問題的通知》) which was jointly promulgated on December 31, 2009 by the MOF, the SAT and the CSRC, provided that income from the transfer of shares of listed companies on relevant domestic stock exchanges by individuals shall continue to be exempt from income tax, except for the relevant restricted shares as defined in Supplemental Circular of Issues concerning the Individual Income Tax on Individuals' Income from the Transfer of Restricted Shares of Listed Companies (《關於個人轉讓上市公司限售股所得徵收個人所得稅有關問題的補充通知》). As of the Latest Practicable Date, the foresaid provisions don't specify whether income tax on transfer of shares of a PRC resident enterprise listed on an overseas stock exchange by non-PRC resident would be levied.

Corporate Investors

According to the EIT Law and its implementation regulations, where a non-PRC resident enterprise has not set up any institutions or establishments in China, or it has done so but its income generated in China is irrelevant to the said institutions or establishments, it shall pay tax on the portion of its income generated in China (including gains from the disposal of shares of PRC resident enterprises) and the enterprise income tax rate is generally 10%. Such tax may be reduced or eliminated under applicable tax treaties or arrangements.

Dividend Withholding Tax

The EIT Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC.

  • 174 -

REGULATIONS

Pursuant to the Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital (《內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》)(the “Double Taxation Avoidance Arrangement”), and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Taxation Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties (《關於執行稅收協定股息條款有關問題的通知》) (the “SAT Circular 81”), issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretions, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. According to the Circular on Several Questions regarding the “Beneficial Owner” in Tax Treaties (《關於稅收協定中“受益所有人”有關問題的公告》), which was issued on February 3, 2018 by the SAT and took effect on April 1, 2018, when determining the applicant’s status as the “beneficial owner” regarding tax treatments in connection with dividends, interests or royalties in the tax treaties, several factors, including, without limitation, whether the applicant is obligated to pay more than 50% of his or her income in twelve months to residents in third country or region, whether the business operated by the applicant constitutes the actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax or grant any tax exemption on relevant incomes or levy tax at an extremely low rate, will be taken into account, and such factors will be analyzed according to the actual circumstances of the specific cases. This circular further provides that an applicant who intends to prove his or her status as the “beneficial owner” shall submit the relevant documents to the relevant tax bureau according to the Announcement on Issuing the Measures for the Administration of Non-Resident Taxpayers’ Enjoyment of the Treatment under Agreements (《關於發佈<非居民納稅人享受協定待遇管理辦法>的公告》).

REGULATIONS ON EMPLOYMENT AND SOCIAL WELFARE

Labor Contract Law

The Labor Contract Law of the PRC (《中華人民共和國勞動合同法》)(the “Labor Contract Law”), which was promulgated on June 29, 2007 and amended on December 28, 2012, is primarily aimed at regulating rights and obligations of employer and employee relationships, including the establishment, performance and termination of labor contracts. Pursuant to the Labor Contract Law, labor contracts shall be concluded 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 shall pay employees for overtime work in accordance with national regulations. In addition, employee wages shall be no lower than local standards on minimum wages and must be paid to employees in a timely manner.


REGULATIONS

Interim Provisions on Labor Dispatch

Pursuant to the Interim Provisions on Labor Dispatch (《勞務派遣暫行規定》) promulgated by the Ministry of Human Resources and Social Security on January 24, 2014, which became effective on March 1, 2014, dispatched workers are entitled to equal pay with full-time employees for equal work. Employers are allowed to use dispatched workers for temporary, auxiliary or substitutive positions, and the number of dispatched workers may not exceed 10% of the total number of employees.

Social Insurance and Housing Fund

As required under the Regulation of Insurance for Labor Injury (《工傷保險條例》) implemented on January 1, 2004 and amended in 2010, the Provisional Measures for Maternity Insurance of Employees of Corporations (《企業職工生育保險試行辦法》) implemented on January 1, 1995, the Decisions on the Establishment of a Unified Program for Old-Aged Pension Insurance of the State Council (《國務院關於建立統一的企業職工基本養老保險制度的決定》) issued on July 16, 1997, the Decisions on the Establishment of the Medical Insurance Program for Urban Workers of the State Council (《國務院關於建立城鎮職工基本醫療保險制度的決定》) promulgated on December 14, 1998, the Unemployment Insurance Measures (《失業保險條例》) promulgated on January 22, 1999 and the Social Insurance Law of the PRC (《中華人民共和國社會保險法》) implemented on July 1, 2011 and amended on December 29, 2018, employers are required to provide their employees in the PRC with welfare benefits covering pension insurance, unemployment insurance, maternity insurance, work-related injury insurance and medical insurance. These payments are made to local administrative authorities. Any employer that fails to make social insurance contributions may be order 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.

In accordance with the Regulations on the Administration of Housing Funds (《住房公積金管理條例》) which was promulgated by the State Council in 1999 and latest amended in 2019, employers must register at the designated administrative centers and open bank accounts for depositing employees' housing funds. Employer and employee are also required to pay and deposit housing 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. See "Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the Country where We Mainly Operate in — Increases in labor costs and enforcement of stricter labor laws and regulations in the PRC may adversely affect our business and our profitability."

  • 176 -

REGULATIONS

Employee Stock Incentive Plan

Pursuant to the Notice of Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Listed Company (《國家外匯管理局關於境內個人參與境外上市公司股權激勵計劃外匯管理有關問題的通知》), which was issued by the SAFE on February 15, 2012, employees, directors, supervisors, and other senior management who participate in any stock incentive plan of a publicly-listed overseas company and who are PRC citizens or non-PRC citizens residing in China for a continuous period of no less than one year, subject to a few exceptions, are required to register with the SAFE through a qualified domestic agent, which may be a PRC subsidiary of such overseas listed company, and complete certain other procedures.

In addition, the SAT has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, employees working in the PRC who exercise stock options or are granted restricted shares will be subject to PRC individual income tax. The PRC subsidiaries of an overseas listed company are required to file documents related to employee stock options and restricted shares with relevant tax authorities and to withhold individual income taxes of employees who exercise their stock options or purchase restricted shares. If the employees fail to pay or the PRC subsidiaries fail to withhold income tax in accordance with relevant laws and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC governmental authorities.

REGULATIONS ON OVERSEAS LISTING

On February 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》)(the “Trial Administrative Measures”) and relevant five guidelines, which came into force on March 31, 2023.

According to the Trial Administrative Measures, (i) PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and submit relevant information to the CSRC; if a domestic company fails to complete the filing procedure or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) domestic companies that seek to offer or list securities overseas directly are limited by shares offer or list securities in overseas securities markets; and (iii) any PRC company limited by shares is required to file with the CSRC within three business days after its application for overseas listing is submitted. Failure to complete the filing under the Trial Administrative Measures may subject a PRC domestic company to rectification ordered by the CSRC, a warning and a fine of RMB1 million to RMB10 million.

  • 177 -

REGULATIONS

Besides, PRC domestic companies seeking to overseas offering and listing shall strictly comply with the laws, administrative regulations and relevant provisions of the PRC government on foreign investment, state-owned assets, industry regulation, overseas investment, etc., shall not disrupt domestic market order, and shall not harm national interests, public interest and the legitimate rights and interests of domestic investors. PRC domestic companies that conducts overseas offering and listing shall (i) formulate their articles of association, improve their internal control system and standardize their corporate governance, financial affairs and accounting activities in accordance with the PRC Company Law, the PRC Accounting Law and other PRC laws, administrative regulations and applicable provisions; (ii) abide by the legal system of the PRC on confidentiality and take necessary measures to implement the confidentiality responsibility, not divulge any state secret or the work secrets of state authorities, and also comply with laws, administrative regulations and the relevant provisions of the PRC where involved in the overseas provision of personal information and important data. In addition, the Trial Administrative Measures also provides the circumstances where the overseas offering and listing is explicitly prohibited, including: (i) such securities offering and listing are explicitly prohibited by specific PRC laws and regulations; (ii) such securities offering and listing constitute a threat to or endanger national security; (iii) the PRC domestic company, or its controlling shareholder(s) and the actual controller, have committed relevant 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 PRC domestic company 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 controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or the actual controller.

On February 24, 2023, the CSRC and other three relevant government authorities jointly promulgated the Provisions on Strengthening the Confidentiality and Archives Administration of Overseas Securities Issuance and Listing by Domestic Enterprises (關於加強境內企業境外發行證券和上市相關保密和檔案管理工作的規定) (“the Provision on Confidentiality”). Pursuant to the Provision on Confidentiality, where a domestic enterprise provides or publicly discloses any document or material that involving state secrets and working secrets of state agencies to the relevant securities companies, securities service institutions, overseas regulatory authorities and other entities and individuals, it shall report to the competent department with the examination and approval authority for approval in accordance with the law, and submit to the secrecy administration department of the same level for filing. The working papers formed within the territory of the PRC by the securities companies and securities service agencies that provide corresponding services for the overseas issuance and listing of domestic enterprises shall be kept within the territory of the PRC, and cross-border transfer shall go through the examination and approval formalities in accordance with the relevant provisions of the State.

  • 178 -

REGULATIONS

Full Circulation of H Shares

"Full Circulation" represents listing and circulating on the Stock Exchange of the domestic unlisted shares of an H-share listed company, including unlisted domestic shares held by domestic shareholders prior to overseas listing, unlisted domestic shares additionally issued after overseas listing, and unlisted shares held by foreign shareholders. On November 14, 2019, CSRC announced the Guidelines for the "Full Circulation" Program for Domestic Unlisted Shares of H-share Listed Companies (《H股公司境內未上市股份申請“全流通”業務指引》), which was amended on August 10, 2023, allows certain qualified H-share listed companies and H-share companies to be listed for the application of full circulation to CSRC.

According to the Guidelines for the "Full Circulation" Program for Domestic Unlisted Shares of H-share Listed Companies, shareholders of domestic unlisted shares may determine by themselves through consultation the amount and proportion of shares, for which an application will be filed for circulation, provided that the requirements laid down in the relevant laws and regulations and set out in the policies for state-owned asset administration, foreign investment and industry regulation are met, and the corresponding H-share listed company may be entrusted to file the said application for "Full Circulation." According to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, shareholders holding domestic unlisted shares shall comply with the relevant requirements of the CSRC and entrust domestic enterprises to file with the CSRC.

On December 31, 2019, China Securities Depository and Clearing Corporation Limited and Shenzhen Stock Exchange jointly announced the Measures for Implementation of H-share "Full Circulation" Business (《H股“全流通”業務實施細則》), (the "Measures for Implementation"). The businesses of crossborder share transfer registration, maintenance of deposit and holding details, transaction entrustment and instruction transmission, settlement, management of settlement participants, services of nominal holders, etc., in relation to the H-share "Full Circulation" business, are subject to these Measures for Implementation.

In order to fully promote the reform of H-shares "Full Circulation" and clarify the business arrangement and procedures for the relevant shares' registration, custody, settlement and delivery, China Securities Depository and Clearing Corporation Limited has issued the Circular on Issuing the Guidelines to the Program for "Full Circulation" of H-shares (《H股“全流通”業務指南》) in February 2020, which specifies the business preparation, account arrangement, cross-border share transfer registration and overseas centralized custody, etc.

In February 2020, China Securities Depository and Clearing (Hong Kong) Co., Ltd. promulgated the Guidelines to the Program for Full Circulation of H-shares of China Securities Depository and Clearing (Hong Kong) Co., Ltd. (《中國證券登記結算(香港)有限公司H股“全流通”業務指南》) to specify the relevant escrow, custody, agent service of China Securities Depository and Clearing (Hong Kong) Co., Ltd., the arrangement for settlement and delivery and other relevant matters.

  • 179 -

REGULATIONS

LAWS AND REGULATIONS IN RELATION TO OUR BUSINESS IN THAILAND

The operations of ZD Energy (Thailand) Co., Ltd. and ZD Trading (Thailand) Co., Ltd. are governed by various laws and regulations in Thailand. Below is an overview of the key legal and regulatory framework applicable to our business activities in Thailand.

Regulations on Business Operation by Foreigners

The main regulation under Thai law that regulates business operation by foreigners (including foreign entities) in Thailand is the Foreign Business Act B.E. 2542 (1999) ("FBA"). Pursuant to the FBA, limited companies registered in Thailand having half or more of their share capital held by individual who does not have Thai nationality and/or legal entity not registered in Thailand is considered 'foreigners' who are regulated under the FBA.

Under the FBA, a foreigner is restricted from conducting certain businesses set out in three lists attached to the FBA. List 1 contains businesses which are absolutely prohibited from being conducted by foreigners. List 2 contains businesses which may only be conducted by foreigners after obtaining approval from the Cabinet of Thailand. List 3 contains businesses which can be conducted by foreigner after obtaining a permission from the Director-General of the DBD with the approval of the Foreign Business Committee (by way of granting foreign business license or foreign business certificate, as the case may be).

One of businesses that are restricted under List 3 is service business. Although the business activity of manufacturing of products for distribution in Thailand and/or for exporting does not fall as restricted business under the FBA, but in case the manufacturing activity amount to contract manufacturing (OEM), where the manufacturing of the products is conducted according to customers' orders and specifications (including manufacturing of products according to orders and specifications made by affiliates or other related parties of the manufacturer), such contract manufacturing activity may be regarded as a service business which falls as a restricted business under List 3. In case of contract manufacturing, foreigner will be required to obtain permission from the Director-General of the DBD with the approval of the Foreign Business Committee prior to operation of such business in Thailand. In this regard, provision of installation service and after sale service shall fall as service businesses which are restricted under List 3 where foreigners are required to obtain the same permission to operate such activities in Thailand as well.

In addition to the service business, wholesale and retail businesses are also restricted businesses under List 3 of the FBA with exceptions (i) for a foreign company operating wholesale business who has a paid-up registered capital of at least THB100,000,000 per store; and (ii) for a foreign company operating retail business who has paid-up registered capital of at least THB100,000,000 or at least THB20,000,000 per store. A foreigner or foreign company who operates those businesses with paid-up registered capital less than the said minimum registered capital shall be required to obtain the permission from the Director-General of the DBD with the approval of the Foreign Business Committee in order to operate such activities in Thailand.

  • 180 -

REGULATIONS

The FBA also prohibits the scheme where a Thai national or juristic person acting as a foreign shareholder's nominee in holding shares in a limited company with a view to enable the foreigner to operate the business in circumvention or violation of the provisions under the FBA. Thai national or juristic person who violates such provision will be liable for criminal penalties, including imprisonment and fines. The relevant foreigner will also be subject to the same penalties. In addition, the court is empowered to order for cessation of such assistance and order for termination of the business operation if the foreigner still breach the provision under the FBA.

Regulations on Foreign Exchange

The Exchange Control Act B.E. 2458 (1942) and the Ministerial Regulation No. 13 B.E. 2497 (1954) set out key principles of foreign exchange control to centralize the foreign exchange in Thailand and stabilize the value of Thai Baht.

The exchange control regulations require that all transactions involving foreign exchange must be conducted through commercial banks or authorized non-banks, such as authorized money changers and authorized money transfer agents. Such transactions include: (i) remittance of a foreign currency (to be converted into Thai Baht) into Thailand for a sale and purchase transaction; and (ii) remittance of Thai Baht (to be converted into a foreign currency) to outside of Thailand for a payment of dividends to a non-Thai shareholder. There is no general limitation imposed on the remittance of foreign currencies into Thailand. However, depending on the purpose and value of each remittance, the remittance of Thai Baht (to be converted into a foreign currency) to outside of Thailand may be subject to limitations and legal requirements. If the amount of funds to be remitted to outside Thailand exceeds the amount specified in the exchange control regulations, a prior approval of the Bank of Thailand will be required and must be obtained before the relevant remittance.

Failure to comply with any legal requirements would subject the violator to a fine or an imprisonment, or both.

Regulation on Distribution of Dividend

Distribution of dividend by a limited company registered in Thailand, regardless of whether to shareholders domiciled in or outside Thailand, is subject to the provisions under the Civil and Commercial Code of Thailand ("CCC").

Pursuant to the CCC, the declaration and distribution of dividend requires a resolution passed by the shareholders of such company. However, in situations where the board of directors anticipates that the company's financial status would be profitable, the board of directors, by a majority vote, may declare and distribute an interim dividend to the shareholders subject to the article of association of the company. In this regard, dividend to be distributed to shareholders of a limited company must come from net profits made by such company only. In addition, at each distribution of dividend, the company must appropriate to a reserve fund of at least 5% of the profits, until the reserved fund reaches the amount of 10% of the registered capital of the company.

  • 181 -

REGULATIONS

Pursuant to the Revenue Code of Thailand, when a company distributes dividends to shareholders who are Thai-registered companies holding at least 25% of the total issued shares of such company distributing the dividend for three months before and after the dividend distribution, the dividend distributed to such Thai-registered companies will be exempted from corporate income tax imposed on such Thai registered companies. On the other hand, when a company distributes dividends to shareholders not qualifying for the tax exceptions, the amount of dividends distributed to each of such shareholder will be subject to the withholding tax at the rate of 10% of the aggregate amount of dividends distributed to each such shareholder. In this regard, the amount of dividends withheld pursuant to the withholding tax in Thailand may be exempted or reduced due to regulations issued by the governmental authorities or the double taxation agreements.

Regulation on Factory Operation

The Factory Act B.E. 2535 (1992) (“Factory Act”) regulates operation of factories in Thailand whereby ‘factories’ that are regulated under the Factory Act mean building, place or vehicle which (i) use machineries having aggregated capacity of 50 horse power (or similar capacity) or more; or (ii) use 50 or more workers, with or without machineries. Pursuant to the Factory Act, factories can be categorized into 3 types i.e. (i) factory under list 1 where no notification or permission required for the operator to operate the factory; (ii) factory under list 2 where the operator is required to notify relevant authorities prior to the operation; and (iii) factory under list 3 where the operator is required to obtain permission from relevant authorities prior to the operation. Failure to comply with such requirements, the factory operator shall be subject to certain penalties (imprisonment and/or fine) specified for wrongful operation of each type of factory.

Factories that operate activity of manufacturing of electronic vehicle (EV) charging devices would likely be categorized as factory under list 2 or list 3, depending on a nature of business and/or aggregated capacity i.e., power house of machineries used in such factories. Factory operator who has notified relevant authority of is factory operation or obtained permission from the relevant authority must operate their factory in accordance with the notification made by or permission obtained by them in terms of, among others, size of factory, machinery capacity, activities operated therein. In this regard, the relevant authority may, upon receipt of notification or granting of permission, specify specific conditions or requirements that such factory operator must comply with in operation of their factory.

In case of expansion of factory, e.g. by way of increase of machinery capacity, factory operator must firstly obtain permission from relevant authority as well.

In addition to requirements on notification to be made to relevant authorities of factory operation (for factories under list 2) and permission to be obtained from relevant authority for factory operation (for factories under list 3), factory operator will also be required to comply with requirements under ministerial regulation issued by the Ministry of Industry by the virtue of the Factory Act or under regulations announced by the Department of Industrial Works for the purpose of regulating and controlling certain factory operation on certain matters. Different


REGULATIONS

types of industries and sizes of factory will be subject to different requirements. The regulations can be issued to govern various matters, including but not limited to (i) location and surrounding environment of a factory; (ii) types or nature of machineries to be used in a factory; (iii) qualification of person/workers that a factory is required to have; (iv) standard and method for waste management of factory, and etc. Failure of a factory operator to comply with any requirements or regulations imposed on them shall result in punishment in terms of fine.

Regulation on Industrial Product Standard

The main regulation that governs product standard is Industrial Product Standard Act B.E. 2511 (1968) ("IPS Act"). Under the IPS Act, the Ministry of Industry of Thailand, with recommendation proposed by the Thai Industrial Standards Institute ("TISI"), is empowered to determine standards applicable to industrial products in Thailand ("Thailand Industrial Standard" or "TIS"). There are two types of Thailand Industrial Standard applicable to industrial products:

(a) Mandatory Thailand Industrial Standard: This type of standard is applicable for industrial products which are subject to royal decree issued by the virtue of IPS Act requiring relevant industrial products to comply with relevant Thailand Industrial Standard. A manufacturer and/or importer of such products is required to obtain license prior to manufacturing or importing such products and, once manufactured or imported, such product must comply with the relevant Thailand Industrial Standard and must obtain TIS marks (mandatory TIS mark); and

(b) Voluntary Thailand Industrial Standard: This type of standards are applicable for industrial products that are not subject to a royal decree that require such product to comply with relevant Thailand Industrial Standard. A manufacturer of such industrial products can voluntarily apply for TIS marks (voluntary TIS mark) with the TISI should it views that the products comply with the relevant Thailand Industrial Standard.

In any case, the IPS Act prohibits any person from applying any Thailand Industrial Standard marks without obtaining prior permission from the TISI.

As at the date of this prospectus, no Mandatory Thailand Industrial Standard is applicable to products of EV charging devices including plug, socket-outlets, charging cables, vehicle connectors which are to be used with certain electricity capacity. There are only several Voluntary Thailand Industrial Standards that apply to those products.


REGULATIONS

Regulation on Operation of Energy Industry

The Energy Industry Act B.E. 2550 (2007) (“Energy Industry Act”) regulates operation of energy industry in Thailand, whereby the energy industry are (i) electricity industry; (ii) natural gas industry; and (iii) energy network system industry. Pursuant to the Energy Industry Act, any person who wish to operate energy industry must firstly obtain license to operate energy industry from the Energy Regulatory Commission (“ERC”).

Manufacturing of EV charging devices and installation service at EV charging station are not considered as energy industry; therefore, the manufacture and service provider are not required to obtain license from the ERC. However, operation of electric vehicle charging station is considered an electricity industry as the charging station conducts the activity of electricity distribution and the operator of EV charging station is required to obtain license from the ERC prior to commencement of the operation. In this regard, the ERC, Metropolitan Electricity Authority (MEA) and Provincial Electricity Authority (PEA) has issued a guideline to determine standard of EV charging stations in Thailand (“EV Charging Station Guideline”). The EV Charging Station Guideline is, in fact, not enacted as a law. However, the ERC may require an EV charging station operator to follow with this EV Charging Station Guideline.

Regulation on Product Liability

The Liability for Damages Arising from Unsafe Products Act B.E. 2551 (2008) (“Product Liability Act”) aims to protect rights of consumers who are suffered from damages caused by unsafe products. Under the Product Liability Act, several types of business operators including manufacturers, hirers, importers of goods and sellers of goods for which the manufacturer, hirer, or importer cannot be identified, are specified to be ‘potentially liable parties’ (“PLP”) in an event of damages caused by unsafe products. In this respect, ‘unsafe products’ are defined as any product that causes or may cause damage or injury due to a manufacturing defect, design defect, or lack of clear warning, instructions, or other information about usage, maintenance, or preservation of the product.

Pursuant to the Product Liability Act, every PLPs who are related to the unsafe products shall be jointly liable for damages caused by the unsafe product where such unsafe product has been sold to consumers, regardless of whether such damages are articulable to the PLPs’ intentional or negligence action or not. In order for the PLPs to be liable for damages caused by unsafe product, the consumers who suffered from damages shall only need to prove that they suffered damages from the PLP’s product, and that they had used and maintained the product properly. The suffered consumer does not need to prove which PLPs caused the damage.

Nonetheless, the Product Liability Act specifies exceptions where the PLPs shall not be liable for unsafe products if they can prove the followings:

(a) The product was not unsafe;


REGULATIONS

(b) The consumer was aware that the product was unsafe; or
(c) The consumer misused the product, despite clear information and warnings.

In case where it is determined by the court that the consumer was damaged by an unsafe product, the court will award compensations in favor of such consumer.

Regulation on Intellectual Property Rights

The intellectual property laws in Thailand consist of the Copyright Act B.E. 2537 (1994), the Trademark Act B.E. 2534 (1991), the Patent Act B.E. 2522 (1979) and the Trade Secret Act B.E. 2545 (2002).

Under Thai law, copyright works are legally protected automatically once the creators of such works create the works. In contrast, in principle, trademarks, service marks and patents are not automatically protected under the law. In order for them to be legally protected under Thai law, registration of such intellectual property with the Department of Intellectual Property, Ministry of Commerce ("DIP") is required. In this regard, trademarks or service marks or patent registered outside of Thailand are also not automatically protected under Thai laws. The protection under Thai law will be granted only if those trademarks or service marks or patent are registered with the DIP as well.

Any person who infringe other person's intellectual property rights will be subject to both civil and criminal liabilities, including a fine and an imprisonment.

  • 185 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

OVERVIEW

The predecessor of our Company, Shanghai Zhida Technology Development Co., Ltd. (上海摯達科技發展有限公司), was established on November 25, 2010 as a limited liability company in the PRC. On September 29, 2022, our Company was converted into a joint stock limited company and renamed as Shanghai Zhida Technology Development Co., Ltd. (上海摯達科技發展股份有限公司). Under the leadership of our Founder, Dr. Huang, we ranked first in terms of sales volume and sales value of home EV chargers in China during the Track Record Period, according to Frost & Sullivan. For biographical background of Dr. Huang, please refer to "Directors, Supervisors and Senior Management."

MILESTONES

The following table summarizes our key milestones since our establishment:

Time Milestone
2010 We commenced our operation in the PRC.
2015 Zhida Zhongding was established to engage in production of smart home EV chargers and accessories.
2016 We were recognized as a “High-Tech Enterprise (高新技術企業)” by Shanghai Science and Technology Commission, Shanghai Municipal Finance Bureau and State Administration of Taxation Shanghai Municipal Tax Bureau.
2017 We launched the third-generation “Guardian” series products, one of our smart home EV chargers.
We were awarded the “TopDigital Gold Award & Special Prize (TopDigital 創新獎金獎及專項獎)” by TopDigital.
2019 We were awarded as “Innovative and Entrepreneurial Giant Enterprise of Yangpu District (楊浦區雙創小巨人企業)” by People’s Government of Yangpu District, Shanghai.
2021 We were honored as a national-level “Specialized, Fined, Peculiar, and Innovative “Little Giant” Enterprise (國家級專精特新“小巨人”)” by Ministry of Industry and Information Technology of China.
We started to provide products to our clients for their overseas business.
  • 186 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

Time Milestone
2022 Our production facility located in Anqing, Anhui, which has an aggregate GFA of approximately 20,000 sq.m., commenced operations in the production of EV chargers and accessories.
We were named as “China Charging and Battery Swapping Industry Top 10 Most Valuable Investment Brand 2022 (2022中國充換電產業十大最具投資價值品牌)” by Chongdian360.cn and Charging and Battery Swapping Industry 100 Forum, which was the only named enterprise focused on home charging and home green energy digital technology, according to Frost & Sullivan.
2023 We established two subsidiaries in Thailand to scale up our overseas operations.
We initiated the preparation work for a new factory in Thailand to support our expansion across Southeast Asia.
2024 Our third factory in Thailand commenced operations.
We have launched the sales of advanced products such as EV charging robots and EMS solutions.
We were awarded as the “Shanghai Manufacturing Single Champion” by the Shanghai Municipal Commission of Economy and Informatization.
2025 We launched a next-generation snake-like charging robot “SmartLink.”

OUR SUBSIDIARIES

As of the Latest Practicable Date, we had a total of 18 subsidiaries. The following table sets out certain information of each of our subsidiaries as of the Latest Practicable Date.

No. Name of subsidiary(1) Place of incorporation Registered/ Issued share capital Date of incorporation Principal business Ultimate shareholding by our Company
1. Anqing Zhida (安慶摯達) PRC RMB70 million August 18, 2021 Manufacturing of products 100%
2. Shanghai Zhuangdaojia (上海樁到家) PRC RMB10 million September 15, 2015 Community shared charging services 100%
3. Wuxi Zhida (無錫摯達) PRC RMB10 million September 29, 2017 Sales, research and development of products 100%

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

No. Name of subsidiary^{(1)} Place of incorporation Registered/Issued share capital Date of incorporation Principal business Ultimate shareholding by our Company
4. Zhida Technology (摯達技術) PRC RMB8.5 million July 7, 2008 Sales of products and services 100%
5. Zhida Jidian (摯達機電) PRC RMB8 million October 22, 2014 Sales of products and services 100%
6. Sanming Zhida (三明摯達) PRC RMB5 million January 27, 2022 Electrical cables and installation and after-sales services 100%
7. Zhida Zhongding (摯達中鼎) PRC RMB10 million January 26, 2015 EV chargers manufacturing 100%
8. Sanming Xunda (三明訊達)^{(2)} PRC RMB10 million March 30, 2016 Community shared charging services 55%^{(2)}
9. ZD Singapore Singapore S$8 million July 7, 2022 Sales of products and services 100%
10. ZD Energy^{(3)} Thailand THB125,080,000 July 27, 2023 Manufacturing of charging devices for electronic vehicles 99%^{(3)}
11. ZD Trading^{(4)} Thailand THB157,400,000 August 23, 2023 Wholesale of products 99.99%^{(4)}
12. ZD HK Hong Kong HK$10,000 May 27, 2024 Wholesale of products 100%
13. ZD Energy (Deutschland) GmbH Germany EUR25,000 April 11, 2025 Sales of products and services 100%
14. Huangshan Zhida PRC RMB10 million May 20, 2025 Manufacturing of products 100%
15. Shanghai Zhida Auto Supply PRC RMB1 million June 5, 2025 Sales of products and services 100%
16. Zhida Chepin PRC RMB1 million March 5, 2025 Sales of products and services 100%
17. Zhida Energy (Jiaxing) PRC RMB10 million December 17, 2024 Manufacturing of products 100%
18. Zhida Smart Trade PRC RMB1 million April 3, 2025 Sales of products 100%

Notes:
(1) Each of Anqing Zhida, Wuxi Zhida and Zhida Zhongding is a major subsidiary of the Company, which made material contribution to the results of operation during the Track Record Period.


HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

(2) As of the Latest Practicable Date, Sanming Xunda was held by Shanghai Zhuangdaojia, a wholly-owned subsidiary of our Company, as to 55%, by Sanming Jiaoyun Group Co., Ltd. (三明市交運集團有限公司) (“Sanming Jiaoyun”) as to 25%, and by Sanming Luqiao Group Highway Management and Development Co., Ltd. (三明市路橋集團公路經營開發有限公司) (“Sanming Luqiao”) as to 20%. Except for being a substantial shareholder of Sanming Xunda, each of Sanming Jiaoyun and Sanming Luqiao is an independent third party of our Group. Sanming Jiaoyun and Sanming Luqiao are both ultimately owned by State-owned Assets Supervision and Administration Commission of Sanming Municipal People’s Government in Fujian Province* (福建省三明市人民政府國有資產監督管理委員會) and Fujian Provincial Finance Department (福建省財政廳) as to 96.55% and 3.45%, respectively.

(3) As of the Latest Practicable Date, ZD Energy was held by ZD Singapore as to 99% and by Mr. An-Nan Hsieh, as to 1%. Mr. An-Nan Hsieh is an employee of the Group, and an Independent Third Party (as defined in the Listing Rules).

(4) As of the Latest Practicable Date, ZD Trading was held by ZD Singapore as to 99.97% and by ZD Energy as to 0.03%.

MAJOR ACQUISITIONS, DISPOSALS AND MERGERS

During the Track Record Period and up to the Latest Practicable Date, we had not conducted any major acquisitions, disposals or mergers that we consider to be material to us.

CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES

(1) Establishment and early shareholding changes of our Company

On November 25, 2010, our predecessor, Shanghai Zhida Technology Development Co., Ltd. (上海摯達科技發展有限公司) was established as a limited liability company under the laws of the PRC, with an initial registered capital of RMB10 million. As of the date of its establishment, we were owned as to 95% by Dr. Huang and 5% by his wholly-owned company, Shanghai Tongdu Management Consulting Co., Ltd. (上海同築管理諮詢有限公司, “Tongdu Management”).

After going through certain shareholding changes, including an equity transfer of 10% equity interests by Dr. Huang to Anhui Zhongding in August 2014 at a consideration of RMB2 million, the Company was held (i) as to 60% by Dr. Huang, (ii) as to 30% by Dr. Huang’s wholly-owned subsidiary, Tongdu Management, and (iii) as to 10% by Anhui Zhongding. Such consideration was determined based on arm’s length’s negotiation taking into account the registered capital of our Company. Anhui Zhongding subsequently participated in the series A Pre-IPO Investment. In September 2015, Tongdu Management transferred its entire 30% equity interests in our Company to Tongdu E-Commerce, a limited partnership controlled by Dr. Huang as the sole general partner at a consideration of RMB3 million. The consideration for the aforesaid equity transfers was determined based on arm’s length negotiation taking into account the registered capital of our Company at the time of the transfer.

  • 189 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

(2) Pre-IPO Investments

We have entered into several rounds of Pre-IPO Investments with our Pre-IPO Investors. For further details, please refer to the paragraphs headed “— Pre-IPO Investments” in this section below.

Our PRC Legal Advisor has confirmed that, all the equity interest transfers and capital increases as described in this section were properly and legally completed and all necessary filings and registrations from the relevant PRC authorities have been obtained and completed.

(3) Conversion into a joint stock limited company

On July 27, 2022, our then Shareholders passed resolutions approving, among other things, the conversion of our Company from a limited liability company into a joint stock limited company (the “Stock Conversion”). According to the capital verification report prepared by an Independent Third Party auditor, the total net asset value of our Company as of February 28, 2022 was RMB226,176,765.93, of which (i) RMB49,490,429 was converted to Shares with par value of RMB1.00 per Share; and (ii) the remaining amount of approximately RMB176,686,337 was converted into capital reserve.

The Stock Conversion was completed on September 29, 2022. Upon completion of the Stock Conversion, the registered capital of our Company became RMB49,490,429 divided into 49,490,429 Shares with a nominal value of RMB1.00 each, which were subscribed by all the then Shareholders in proportion to their respective equity interests in our Company before the Stock Conversion, details of which are set out below:

Shareholders/Promoters(1) Number of Shares Shareholding Percentage
Dr. Huang 15,063,372 30.44%
Tongdu E-Commerce (同篤商貿)(2) 8,287,500 16.75%
Tongdu Intelligent (同篤智能)(2) 2,168,540 4.38%
Anhui Zhongding (安徽中鼎) 4,128,405 8.34%
Zhenghai Juhong (正海聚弘) 1,777,952 3.59%
Beida Guangju (信達廣聚) 888,976 1.80%
Jingzhou Zhida (荊州智達) 4,691,991 9.48%
Shanghai China Power Investment (上海中電投) 4,170,008 8.43%
Ningbo Longhuahui (寧波隆華匯) 1,137,277 2.30%
Anhui Jintong (安徽金通) 2,653,647 5.36%
Suzhou Xinjing (蘇州新景) 758,185 1.53%
Ningbo Zhizun (寧波智尊) 758,185 1.53%
Jiangsu Jiequan (江蘇澍泉) 568,638 1.15%
BYD (比亞迪) 1,895,462 3.83%
Chuangqi Kaiying (創啟開盈) 18,955 0.04%
Hubei Qingyan (湖北清研) 523,336 1.06%
Total 49,490,429 100.00%

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

Notes:

(1) For the full legal names and other details on the shareholders, please refer to the paragraphs headed “— Information about our Pre-IPO Investors” in this section below.
(2) Each of Tongdu E-Commerce and Tongdu Intelligent is controlled by Dr. Huang as their respective sole general partner.

(4) Employee Incentive Platform

In recognition of the contributions of our management and employees and to incentivize them to further promote our development, on September 5, 2022, Tongdu Technology was established as a limited partnership in the PRC as our Employee Incentive Platform and we adopted the Pre-IPO employee incentive scheme on October 16, 2022 (the “Employee Incentive Scheme”). The general partner of Tongdu Technology is Shanghai Tongdu Enterprise Management Co., Ltd.* (上海同焦企業管理有限責任公司, “Tongdu Enterprise”) which is held by Dr. Huang as to 70% and Liu Jing (劉靜), the spouse of Dr. Huang, as to 30%.

In October 2022, Tongdu Technology subscribed for 149,603 Shares at a consideration of RMB26.47 per Share. All the Shares are subject to certain transfer and disposal restrictions pursuant to the partnership agreement. As of the Latest Practicable Date, all Shares subject to the Employee Incentive Scheme were granted to, vested and subscribed for by the participants, and no further Shares will be granted under such scheme following the Listing.

As of the Latest Practicable Date, Tongdu Technology owned approximately 0.28% of the issued Shares, and had a total of 26 limited partners, none of which holds more than 30% partnership interests therein, comprising (i) Mr. Li Xinrui (李欣瑞), our Executive Director and senior vice president, holding 12.63% limited partnership interests therein; (ii) Dr. Cao Guangyu (曹光宇), our executive president, holding 12.63% limited partnership interests therein; (iii) Ms. Luo Tao (羅韆), our senior vice president and chief digital officer, holding 12.63% limited partnership interests therein; (iv) Mr. Shen Qi (沈琪), our chairperson of the Supervisory Committee and employees’ representative Supervisor, holding 7.58% limited partnership interests therein; (v) Mr. Jiang Yuxiao (蔣宇驗), our secretary of Board, holding 1.26% limited partnership interests therein; (vi) Mr. Lin Zhongliang (林忠亮), the director of Sanming Zhida, holding 1.26% limited partnership interests therein; (vii) Huang Lidan (黃麗丹), the general manager and director of Sanming Xunda, and also the general manager of Sanming Zhida, holding 1.26% limited partnership interests therein; and (viii) other 19 current employees as limited partners who are not the Directors, Supervisors, senior management or connected persons of our Company.

  • 191 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

PREVIOUS LISTING ATTEMPT

In December 2022, the Company entered into a tutoring agreement and a supplemental agreement to the tutoring agreement (collectively, the “Tutoring Agreements”) with Shenwan Hongyuan Financing Services Co., Ltd. (申萬宏源證券承銷保薦有限責任公司) (“SWHY Financing”) in connection with the proposed listing of its shares on the National Equities Exchange and Quotations (全國中小企業股份轉讓系統) (the “NEEQ Listing”). In the second quarter of 2023, taking into account the prolonged vetting process of the A-share listing application and unfavorable market conditions, the Company decided not to proceed with the NEEQ Listing, and started to explore the possibility of pursuing a listing in Hong Kong. In February 2024, a termination agreement to the Tutoring Agreements was entered into between the Company and SWHY Financing. As of the Latest Practicable Date, the Company had not submitted any application for the NEEQ Listing.

Our Directors confirmed that (i) no material issues had been identified during the tutoring services provided by SWHY Financing; (ii) there are no other matters relating to the attempts for NEEQ Listing that may affect the Company’s suitability for the Listing on the Stock Exchange or that are relevant to the Global Offering and are necessary to be disclosed in this Prospectus to form an informed assessment of our Company; (iii) during the period of preparation for NEEQ Listing, the Group did not encounter any disagreements with the professional parties or the CSRC; and (iv) there is no disagreement with SWHY Financing.

Based on the due diligence work conducted by the Sole Sponsor, there is no other matter relating to tutoring services that has come to the attention of the Sole Sponsor that might materially and adversely affect the Listing which ought to be brought to the attention of the Stock Exchange, and the Sole Sponsor concurred with the Directors’ view that during the period of preparation for NEEQ Listing, the Group did not encounter any disagreements with the professional parties or the CSRC.

REASONS FOR THE LISTING

Our Company is seeking a listing of its H Shares on the Stock Exchange in order to provide further capital for the development and expansion of our Company’s business, to strengthen our Company’s working capital and to further raise our business profile and global presence. For further details of our future plans, please refer to the section headed “Future Plans and Use of Proceeds.”


HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

PRE-IPO INVESTMENTS

Overview

We underwent the following rounds of Pre-IPO Investments, details of which are set forth below.

No. Round Form of investment Date of agreement Date of last payment of consideration Investor(1) Amount of registered capital involved (RMB) Consideration (RMB) Cost per Share(2) (RMB) Discount to the Offer Price(3)
1. Series A Subscription of registered share capital by cash August 18, 2015 April 8, 2016 Anhui Zhongding (安徽中鼎)(4)
Faraday (Beijing) Network Technology Co., Ltd.* (法樂第 (北京)網絡科技有限公司)(5) 588,235
1,176,471 7.5 million
15 million 4.62(6) 93.3%
2. Series B Subscription of registered share capital by cash May 26, 2017 August 2, 2017 Zhenghai Juhong (正海畢弘)
Xinyu Taihe Baiji Investment Partnership (Limited Partnership)* (新余太和柏濟投資合夥企業(有限合夥))(7)
Shanghai Jingxing Industry Investment Co., Ltd.* (上海景興實業投資有限公司)(8)
Hangzhou Guiju Venture Capital Partnership (Limited Partnership)* (杭州貴巨創業投資合夥企業)(9) 1,889,535
1,511,628
944,767
944,767 20 million
16 million
10 million
10 million 10.58(10) 84.6%

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

No. Round Form of investment Date of agreement Date of last payment of consideration Investor(1) Amount of registered capital involved (RMB) Consideration (RMB) Cost per Share(2) (RMB) Discount to the Offer Price(3)
3. Series B+ Subscription of registered share capital by cash May 18, 2018 December 13, 2017 Jingzhou Zhida (荷州智達) 2,519,380 34,375,000 13.64(11) 80.2%
Share transfer from existing shareholder(12) May 18, 2018 February 26, 2018 Jingzhou Zhida (荷州智達) 1,511,628 20,625,000 13.64 80.2%
4. Series C1 Subscription of registered share capital by cash February 25, 2020 March 18, 2020 Shanghai China Power Investment (上海中電投) 1,390,003 30 million 21.58(13) 68.7%
Share transfer from existing shareholders(14) February 25, 2020 March 18, 2020 Shanghai China Power Investment (上海中電投) 2,780,005 40 million 14.39 79.1%
5. Series C2 Subscription of registered share capital by cash August 13, 2021 and September 23, 2021 October 13, 2021 Ningbo Longhuahui (寧波隆華匯) 1,137,277 30 million 26.38(15) 61.7%
Anhui Jintong (安徽金通) 2,653,647 70 million
Jiangsu Jiequan (江蘇忠泉) 568,638 15 million
Ningbo Zhizun (寧波智尊) 758,185 20 million
Suzhou Xinjing (蘇州新景) 758,185 20 million
6. Series C3 Subscription of registered share capital by cash February 28, 2022 February 28, 2022 BYD (比亞迪) 1,895,462 50 million 26.38(15) 61.7%
Chuangqi Kaiying (創政開盈) 18,955 0.5 million
Share transfer from existing shareholder(16) February 28, 2022 March 18, 2021 Hubei Qingyan (湖北清研) 523,336 10 million 19.11(16) 72.3%
7. Series D Subscription of registered share capital by cash October 18, 28, and 31, 2022 October 31, 2022 Shenyin Wanguo (申銀萬國)(19) 824,850 29,999,795 36.37(17) 47.2%
Zhejiang Dongxin (浙江東鑫) 687,379 25 million
Anqing Jintong (安慶金通) 549,904 20 million
Xuancheng Jintong (宣城金通) 824,856 30 million
8. Series E Subscription of registered share capital by cash November 22, 2024 November 26, 2024 Shiji Guanghua (世紀光華) 362,253 20 million 55.21(18) 19.8%
Zhuhai Zhidingli (珠海摯鼎立) 558,380 30,828,200
February 25, 2025 February 25, 2025 Xuancheng Fund (宣城基金) 362,253 20 million

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

Notes:

(1) For the full legal names and other details on the Pre-IPO Investors, please refer to the paragraphs headed “— Information about our Pre-IPO Investors” in this section below.

(2) The cost per Share paid by the Pre-IPO Investors was calculated based on the amount of investment made by the relevant Pre-IPO Investors and number of Shares held by them immediately before the completion of the Global Offering, which was adjusted to reflect the subsequent capital reorganization including the conversion of capital reserve to registered share capital of our Company, as applicable.

(3) The discount to the H Share Offer Price is calculated based on the assumption that the Offer Price is HK$75.27 per H Share, being the mid-point of the indicative Offer Price range of HK$66.92 to HK$83.63 per H Share, and the exchange rates as set out in this Prospectus.

(4) Prior to the Series A investment, Dr. Huang transferred 10% equity interests in the Company, which represented the registered capital of RMB1 million, to Anhui Zhongding at a consideration of RMB2 million in August 2014. For details, see “— Establishment and early shareholding changes of our Company” in this section.

(5) On June 5, 2019, Letv Automobile (Beijing) Co., Ltd. (樂視汽車(北京)有限公司, formerly known as Faraday (Beijing) Network Technology Co., Ltd. (法樂第(北京)網絡科技有限公司)) transferred its entire 8.0625% equity interests in our Company, which represented the registered capital of RMB3,250,000 to Tongdu Intelligent at a consideration of RMB17,351,118.39. The consideration was determined based on arm's length negotiation taking into account among others the purchase price of Letv Automobile (Beijing) Co., Ltd. at the time of its investment, and the increase of the Company's valuation at the time of the agreement. The consideration was fully settled on June 5, 2019, and accordingly, Letv Automobile (Beijing) Co., Ltd. ceased to be our Shareholder.

(6) The cost per Share in the Series A investments in August 2015 was primarily determined with reference to a number of milestones in business development at the relevant time. For instance, we collaborated with Anhui Zhongding and established the joint venture Zhida Zhongding to engage in production of smart home EV chargers and accessories. On June 1, 2016, pursuant to a shareholders' resolution of the Company, the registered capital of the Company increased from RMB11,764,706 to RMB32,500,000 by way of capital increase from the capital reserve of the Company which represented the registered capital of RMB20,735,294. Upon completion of the capital increase, the amount of registered capital in the Company subscribed by Anhui Zhongding and Faraday (Beijing) Network Technology Co., Ltd.* (法樂第(北京)網絡科技有限公司) was increased to RMB4,387,500 and RMB3,250,000, respectively. The aforementioned conversion from capital reserve was completed as on April 8, 2016. The cost per Share in the Series A investment has been adjusted to reflect the aforementioned capital increase.

(7) After the Series B investment, on July 27, 2018, Xinyu Taihe Baiji Investment Partnership (Limited Partnership)* (新余太和柏濟投資合夥企業(有限合夥), “Taihe Baiji”) transferred its entire equity interests in our Company, which represented the registered capital of RMB1,511,628 to Jingzhou Zhida at a consideration of RMB18,000,000. The consideration was determined based on arm's length negotiation taking into account the purchase price of the Company's equity interests paid by Taihe Baiji at the time of its investment, and the increase of the Company's valuation at the time of the agreement. The consideration was fully settled on November 8, 2018, and accordingly, Taihe Baiji ceased to be our Shareholder.


HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

(8) After the Series B investment and as part of Series C1 investment, on February 25, 2020, Shanghai Jingxing Industry Investment Co., Ltd.* (上海景興實業投資有限公司, "Jingxing Industry") transferred its entire equity interests in our Company, which represented the registered capital of RMB944,767 to Shanghai China Power Investment at a consideration of RMB13,593,745. The consideration was determined based on arm's length negotiation taking into account the purchase price of the Company's equity interests paid by Jingxing Industry at the time of its investment, and the increase of the Company's valuation at the time of the agreement. The consideration was fully settled on March 18, 2020, and accordingly, Jingxing Industry ceased to be our Shareholder. For more details, please see note (13) below.

(9) After the Series B investment and as part of Series C1 investment, on February 25, 2020, Hangzhou Guiju Venture Capital Partnership (Limited Partnership)* (杭州貴巨創業投資合夥企業(有限合夥), "Hangzhou Guiju") transferred certain of its equity interests in our Company, which represented the registered capital of RMB55,791 to Shanghai China Power Investment at a consideration of RMB802,751. The consideration was determined based on arm's length negotiation taking into account the valuation of our Company at the time of the agreement and is fully settled on March 18, 2020. For more details, please see note (13) below. On September 23, 2021, Hangzhou Guiju entered into a share transfer agreement with Beida Guangju (as defined in “— Information about our Pre-IPO Investors” in this section below), a related party of Hangzhou Guiju, pursuant to which, Hangzhou Guiju agreed to transfer its entire equity interests in our Company, which represented the registered capital of RMB888,976 to Beida Guangju at a consideration of RMB10,000,000. The consideration was determined based on arm's length negotiation taking into account the valuation of our Company at the time of the agreement and was fully settled on September 27, 2021. Accordingly, Hangzhou Guiju ceased to be our Shareholder on November 2, 2021.

(10) The increase in the cost per Share from the Series A investments in August 2015 to the Series B investments in May 2017 was attributed to the increase in the valuation of the Company as a result of a number of milestones in our business development during the period between such rounds of the financings. For instance, we obtained the Quality Management System Certification and the Certificate of Compliance for Environmental Management System Certification.

(11) The increase in the cost per Share from the Series B investments in May 2017 to the Series B+ investments in May 2018 was attributed to the increase in the valuation of the Company as a result of a number of milestones in our business development during the period between such rounds of investments. For instance, Wuxi Zhida was established with a view to developing our digital platform with cloud computing and IoT technologies.

(12) On May 18, 2018, 4% of the shareholding interests in our Company held by Dr. Huang through his wholly-owned subsidiary, which represented the registered capital of RMB1,511,628 were transferred to Jingzhou Zhida at a consideration of RMB20,625,000. The consideration was determined based on arm's length negotiation taking into account the valuation of our Company at the time of the agreement and had been fully settled. As a result of diverging interests of a number of existing shareholders and the relevant investor, Jingzhou Zhida, the negotiation of detailed provisions in the written agreement for the Series B+ investments was prolonged. As mutually agreed between the Company and Jingzhou Zhida, Jingzhou Zhida proceeded to remit the relevant funds representing the Series B+ investment once the major terms were settled upon but before the relevant investment agreement was fully executed, to provide additional liquidity to the Company and confidence to the existing shareholders of the Company. Consequently, the payment of consideration for the Series B+ investments preceded the execution of the investment agreement.

(13) The increase in the cost per Share from the Series B+ investments in May 2018 to the Series C1 investments in March 2020 was attributed to the increase in the valuation of the Company as a result of a number of milestones in business development during the period between such rounds of the financings. For instance, we were awarded as "Innovative and Entrepreneurial Giant Enterprise of Yangpu District (楊浦匯雙創小巨人企業)" by People's Government of Yangpu District, Shanghai.


HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

(14) On February 25, 2020, Shanghai China Power Investment entered into share transfer agreements with each of Jingzhou Zhida, Jingxing Industry, Hangzhou Guiju, Anhui Zhongding, Tongdu Intelligent and Zhenghai Juhong, respectively, pursuant to which, each of Jingzhou Zhida, Jingxing Industry, Hangzhou Guiju, Anhui Zhongding, Tongdu Intelligent and Zhenghai Juhong transferred their respective equity interests in our Company, which represented the registered capital of RMB327,309, RMB944,767, RMB55,791, RMB259,095, RMB1,081,460, and RMB111,583, respectively, representing 6.89% interests in our Company in aggregate to Shanghai China Power Investment at a consideration of RMB4,709,478, RMB13,593,745, RMB802,751, RMB3,727,980, RMB15,560,542 and RMB1,605,504, respectively. The consideration was determined based on arm's length negotiation taking into account the valuation of our Company at the relevant time and were fully settled on March 18, 2020.

(15) The increase in the valuation of the Company from the Series C1 investments in March 2020 to the Series C3 investments in February 2022 was attributed to the increase in the valuation of the Company as a result of our continued expansion of business scale and a number of milestones in our business development during the period between such rounds of investments. For instance, we launched our own retail brand “拳逢 (Zhida)” in 2020, which became an instant hit in China's consumer market, and we were honored as “Specialized, Fined, Peculiar, and Innovative ‘Little Giant’ Enterprise” (國家級專精特新“小巨人”) by Ministry of Industry and Information Technology of China.

(16) On February 28, 2022, Jingzhou Zhida entered into share transfer and/or subscription agreements with Hubei Qingyan, pursuant to which, Jingzhou Zhida agreed to transfer its equity interests in our Company, which represented the registered capital of RMB523,336 to Jingzhou Zhida's shareholder, Hubei Qingyan at a consideration of RMB10,000,000. The consideration was determined based on arm's length negotiation taking into account the valuation of our Company at the time of the agreement and had been fully settled. As a result of diverging interests of a number of existing shareholders and the relevant Series C3 investors, the negotiation of the Series C3 investments was prolonged. As mutually agreed between Jingzhou Zhida and its shareholder, Hubei Qingyan, Hubei Qingyan proceeded to remit the relevant funds representing the Series C3 investment to Jingzhou Zhida, upon the major terms being settled upon but before the relevant investment agreement was fully executed. Consequently, the payment of consideration for the Series C3 investments preceded the execution of the investment agreement. As of the Latest Practicable Date, Hubei Qingyan was interested in 25% of the equity interests in Jingzhou Zhida. For more information about Jingzhou Zhida and Hubei Qingyan, please refer to “— Information about our Pre-IPO Investors” below.

(17) The increase in the cost per Share from the Series C3 investments in February 2022 to the Series D investments in October 2022 was attributed to the increase in the valuation of the Company as a result of our financial growth and operational developments in 2022. For instance, our production facility based in Anqing, Anhui, with an aggregate GFA of approximately 20,000 sq.m., commenced operations.

(18) The increase in the cost per Share from the Series D investments in October 2022 to the Series E investments was attributed to the increase in the valuation of the Company as a result of our Group's business developments in 2023 and 2024, and capital market activities, including the filing of listing application on the Stock Exchange. With respect to our achievements in business development, please refer to the section headed "Business" for details. To name a few, our third factory in Thailand has begun operation in 2024. We also launched the sales of advanced products, such as EV charging robots and EMS solutions.

(19) On January 3, 2025, Shenyin & Wanguo Alternative Investment Co., Ltd.* (申銀萬國創新證券投資有限公司, “Shenyin Wanguo”) transferred its entire equity interests in our Company, which represented the registered capital of RMB824,850 to Jiaxing Xiuzhou at a consideration of RMB34,997,020.54. The consideration was determined based on arm's length negotiation taking into account the investment costs in the Company's equity interests paid by Shenyin Wanguo at the time of its investment, the prevailing market conditions for private companies at the time of transfer, and the increase of the Company's valuation at the time of the agreement. The consideration was fully settled on January 9, 2025, and accordingly, Shenyin Wanguo ceased to be our Shareholder.

  • 197 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

Other Principal Terms of the Pre-IPO Investments

Basis of determination of the valuation and consideration
The considerations for each round of the Pre-IPO Investments were determined based on arm's length negotiation amongst the respective Pre-IPO Investors and our Group, as applicable after taking into consideration of the timing of the investments/equity transfers, our valuation when the investment agreement was entered into, the operation of our business, the financial performance of our Group, and the prospects of our business. For more details, please refer to “— Overview — Pre-IPO Investments” in this section above.

Lock-up Period
Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing Shareholders (including the Pre-IPO Investors) could not dispose of any of the Shares held by them.

Use of proceeds from the Pre-IPO Investments
We utilized the proceeds from the Pre-IPO Investments for the principal business of our Group as approved by the Board, including but not limited to research and development activities, the growth and expansion of our Company's business and general working capital purposes. As of the date of this Prospectus, net proceeds from the Pre-IPO Investments had been utilized in full.

Strategic benefits to our Company brought by the Pre-IPO Investors
At the time of the relevant Pre-IPO Investments, our Directors were of the view that our Group could benefit from the additional funds provided by the Pre-IPO Investments in our Group and the knowledge and experience of the Pre-IPO Investors in green energy and automotive industry and the Pre-IPO Investments demonstrated the Pre-IPO Investors' confidence in the operation and development of our Group.

Rights of the Pre-IPO Investors

The Pre-IPO Investors have been granted certain special rights in relation to our Company, including financial performance targets, redemption rights, information rights, pre-emptive rights, redemption/divestment rights, rights of first refusal, dividend and liquidation preferences, and director appointment rights. In accordance with Pre-IPO Investment Guidance in Chapter 4.2 of the Guide for New Listing Applicants issued by the Stock Exchange, all these special rights have either been terminated prior to the first filing of the listing application by our Company with the Stock Exchange (the "Listing Application") or will be terminated before or upon the Listing. In particular, the redemption/divestment rights provided by our Controlling Shareholder, Dr. Huang, which have been terminated prior to the date on which our Company filed its Listing Application to the Stock Exchange, shall

  • 198 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

automatically be reinstated upon the earliest occurrence of any one of the following events: (a) the Company withdraws its Listing Application, or the Listing Application lapsed and the Company does not renew the Listing Application within six months after such lapse; (b) the Listing Application was rejected by the CSRC or the relevant stock exchange (including but not limited to the Stock Exchange); or (c) the qualified initial public offering (including the Listing) does not occur by January 31, 2026, whichever is earlier. Series D&E investors were given redemption rights while the Company was not a party to such redemption rights. The Company did not provide any guarantee in respect of the redemption rights granted by Dr. Huang, and there is no side agreement in this regard. No financial liability was recorded. See Note 27 to the Accountant's Report' as Appendix I to this Prospectus.

Prior to the joint stock conversion in 2022, the redemption obligation under the relevant investment agreements was contractually borne by the Company, and accordingly such obligation had been recognised as a financial liability in the Company's then consolidated financial statements. On February 28, 2022, the Company entered into a termination agreement to terminate the abovementioned preferred rights entitled by Series A, B and C Investors. As a result, the Company no longer had any present obligation in respect of the redemption right, and the previously recognised redemption liability was derecognised in 2022 in accordance with the applicable accounting standards. For the avoidance of doubt, the preferred rights liabilities of Series A, B and C investors are derecognised prospectively upon termination of redemption rights and will not be reinstated upon occurrence of events beyond the control of the Company. See Note 36 to the Accountant's Report as Appendix I to this Prospectus.

Pursuant to the respective investment agreements entered into among the Company, Dr. Huang, and each of Shanghai China Power Investment (上海中電投), Anhui Jintong (安徽金通), Ningbo Longhuahui (寧波隆華匯), Suzhou Xinjing (蘇州新景), Ningbo Zhizun (寧波智尊), Jiangsu Jiequan (江蘇湛泉), BYD (比亞迪), Chuangqi Kaiying (創啟開盈), Jiaxing Xiuzhou (嘉興秀洲), Zhejiang Dongxin (浙江東鑫), Xuancheng Jintong (宣城金通) and Anqing Jintong (安慶金通) (the "PG Investors") in connection with the Pre-IPO Investments, Dr. Huang agreed to pay such PG Investors approximately RMB39 million in aggregate, should the Company not meet the respective performance targets for the three years ended December 31, 2023 (the "Performance Compensation"). As the Company did not meet the aforesaid performance targets, Dr. Huang entered into certain supplemental agreements with the PG Investors to defer the Performance Compensation to no earlier than 12 months after the Listing, provided that the Listing completes by January 31, 2026, and that the Performance Compensation shall in any case be paid by January 31, 2028 unless otherwise consented by the relevant PG Investors. Dr. Huang will fund the payment of Performance Compensation with his own financial resources and none of the members of the Group has provided any guarantee or security in favour of any PG Investors to secure Dr. Huang's obligations with respect to the payment of the Performance Compensation.

  • 199 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

Compliance with Pre-IPO Investment Guidance

On the basis that (i) the Listing Date, being the first day of trading of the H Shares on the Stock Exchange, will take place no earlier than 120 clear days after completion of the Pre-IPO Investments, and (ii) the special rights granted to the Pre-IPO Investors have been or will be terminated as disclosed in “— Rights of the Pre-IPO Investors” above, the Sole Sponsor confirms that the Pre-IPO Investments are in compliance with the Pre-IPO Investment Guidance in Chapter 4.2 of the Guide for New Listing Applicants.

Information about our Pre-IPO Investors

The background information of our existing Pre-IPO Investors as of the Latest Practicable Date is set out below.

Anhui Zhongding (安徽中鼎)

Anhui Zhongding Sealing Parts Co., Ltd. (安徽中鼎密封件股份有限公司, “Anhui Zhongding”) is a joint stock company established in the PRC on October 23, 1998. It is principally engaged in the research and development, production and sales of automotive parts. Anhui Zhongding is listed on the Shenzhen Stock Exchange (stock code: 000887) and Anhui Zhongding Holding (Group) Co., Ltd. (安徽中鼎控股(集團)股份有限公司) is the controlling shareholder of Anhui Zhongding. As of the Latest Practicable Date, to the best knowledge and information of the Company, Anhui Zhongding Holding (Group) Co., Ltd. (安徽中鼎控股(集團)股份有限公司) was held by Xia Dinghu (夏鼎湖), Xia Yingsong (夏迎松) and the Union of Anhui Zhongding Holding (Group) Co., Ltd.* (安徽中鼎控股(集團)股份有限公司工會) which is a trade union registered with the Federation of Trade Unions of Ningguo City, Anhui Province (安徽省寧國市總工會), as to approximately 31.61%, 22.13% and 46.26%, respectively. To the best knowledge and information of the Company, all these above mentioned entities and individuals are Independent Third Parties.

Zhenghai Juhong (正海聚弘)

Shanghai Zhenghai Juhong Venture Capital Center (Limited Partnership) (上海正海聚弘創業投資中心(有限合夥), “Zhenghai Juhong”) is a limited partnership established in the PRC on August 21, 2014. It is principally engaged in equity investment in high-tech, high-growth and innovative enterprises. Zhenghai Juhong is owned as to approximately (a) 5.1646% by its sole general partner, Shanghai Royalsea Capital Management Ltd. (上海正海資產管理有限公司, “Shanghai Royalsea”); and (b) 94.8354% by its seven limited partners. Save for Wuxi Zhenghai Juxing Venture Capital Partnership (Limited Partnership)* (無錫正海聚興創業投資合夥企業(有限合夥), “Wuxi Zhenghai”), which holds approximately 38.7433% partnership interests in Zhenghai Juhong, none of the other six limited partners of Zhenghai Juhong holds more than 30% partnership interests therein. The sole general partner of Wuxi Zhenghai is also Shanghai Royalsea holding approximately 6.25% partnership interests therein. Wuxi Zhenghai has 11 limited partners and none of which has more than 30% partnership interests therein. Wang Zhengdong (王正東), the controlling shareholder of Shanghai Royalsea, held

  • 200 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

approximately 51.3636% of its equity interests, and none of the other shareholders in Shanghai Royals holds more than 30.0% equity interests therein as of the Latest Practicable Date. To the best knowledge and information of the Company, each of Zhenghai Juhong, Shanghai Royals, Wang Zhengdong (王正東), Wuxi Zhenghai and the limited partners of Zhenghai Juhong is an Independent Third Party.

Beida Guangju (倍達廣聚)

Hangzhou Beida Guangju Venture Capital Partnership (Limited Partnership) (杭州倍達廣聚創業投資合夥企業(有限合夥), “Beida Guangju”) is a limited partnership established in the PRC on May 24, 2021, with capital contribution of RMB100 million. It is principally engaged in investment in automotive industry and medical industry. Beida Guangju is owned as to approximately (a) 1.13% by its sole general partner, Hangzhou Beida Investment Management Co., Ltd. (杭州貝達投資管理有限公司), a limited liability company with three shareholders, namely, Chen Changquan (陳長泉), Ruan Qi (阮琪) and Yuan Jun (袁軍) holds each as to 40%, 40% and 20%, respectively; and (b) 98.87% by its 11 limited partners, among which, Guangyuan Construction Group Co., Ltd.* (廣源建設集團有限公司) holding approximately 43.83% partnership interests in Beida Guangju, which is controlled by Ruan Jinyao (阮金姚) as to approximately 85.8868%, and none of the other ten limited partners of Beida Guangju holds more than 30.0% partnership interests therein. To the best knowledge and information of the Company, all these above mentioned entities and individuals are Independent Third Parties.

Jingzhou Zhida (荊州智達)

Jingzhou Zhida Electric Vehicle Co., Ltd.* (荊州智達電動汽車有限公司) was established in the PRC with limited liability on November 29, 2017. It is principally engaged in design, manufacture and sales of new energy vehicles; design, R&D and sales of intelligent automobile parts and components in the PRC with registered capital of RMB200 million. As of the Latest Practicable Date, Jingzhou Zhida has four shareholders, and among which, Chen Hanlin (陳涵霖) held 33.75% of the equity interests therein. None of the other three shareholders held more than 30% equity interests in Jingzhou Zhida. As of the Latest Practicable Date, Hubei Qingyan was interested in 25% of the equity interests in Jingzhou Zhida. To the best knowledge and information of the Company, Jingzhou Zhida and Chen Hanlin (陳涵霖) are Independent Third Parties.

Hubei Qingyan (湖北清研)

Hubei Qingyan Automobile Intelligent Manufacturing Venture Capital Fund Partnership (Limited Partnership) (湖北清研汽車智能製造創業投資基金合夥企業(有限合夥), “Hubei Qingyan”) is a limited partnership established in the PRC on March 27, 2018. It is principally engaged in the equity investment in non-listed company with approximately RMB300 million assets under management. Hubei Qingyan is owned as to 8% by its sole general partner and 92% by its five limited partners. Jingzhou Huaying Capital Venture Capital Management Partnership (Limited Partnership) (荊州市華盈資本創業投資管理合夥企業(有限合夥)) is the

  • 201 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

sole general partner of Hubei Qingyan, and is held as to 65% by its sole general partner Hu Shaoliang (胡少良) and as to 35% by its two limited partners of Jingzhou Huaying Capital Venture Capital Management Partnership (Limited Partnership)* (荊州市華盈資本創業投資管理合夥企業(有限合夥)).

Save for Hubei Henglong Automotive System Group Co., Ltd. (湖北恆隆汽車系統集團有限公司) holding approximately 32.83% partnership interests in Hubei Qingyan, none of the other limited partners of Hubei Qingyan hold more than 30% partnership interests. Hubei Henglong Automotive System Group Co., Ltd. (湖北恆隆汽車系統集團有限公司) is an indirect wholly-owned subsidiary of China Automotive Systems, Inc., a company listed on NASDAQ (stock symbol: CAAS). To the best knowledge and information of the Company, each of these entities and Hu Shaoliang (胡少良) is Independent Third Parties. As of the Latest Practicable Date, Hubei Qingyan was interested in 25% of the equity interests in Jingzhou Zhida.

Shanghai China Power Investment (上海中電投)

Shanghai China Power Investment Ronghe New Energy Investment Management Center (Limited Partnership) (上海中電投融和新能源投資管理中心(有限合夥), "Shanghai China Power Investment") is a limited partnership established in the PRC on October 16, 2015, with capital contribution of RMB2 billion. Shanghai China Power Investment is principally engaged in equity investment, industrial investment and investment consulting. The sole general partner of Shanghai China Power Investment is State Power Investment Corporation Industrial Fund Management Co., Ltd. (國家電投集團產業基金管理有限公司) holding 7% partnership interests which is a company controlled by State Power Investment Corporation Innovation Investment Co., Ltd. (國家電投集團創新投資有限公司) as to 90.01%, which is wholly owned by State Power Investment Corporation Co., Ltd. (國家電力投資集團有限公司), a wholly owned subsidiary of the State-owned Assets Supervision and Administration Commission of the State Council (國務院國有資產監督管理委員會, "SASAC"). The sole limited partner of Shanghai China Power Investment is China Power Investment Ronghe New Energy Technology Co., Ltd. (中電投融和新能源科技有限公司) holding 93% partnership interests, which is wholly owned by Power Investment Ronghe New Energy Development Co., Ltd. (電投融和新能源發展有限公司) and is ultimately controlled by SASAC. To the best knowledge and information of the Company, all these above mentioned entities are Independent Third Parties.

Ningbo Longhuahui (寧波隆華匯)

Ningbo Longhuahui Boyuan Venture Capital Partnership (Limited Partnership) (寧波隆華匯博源創業投資合夥企業 (有限合夥), "Ningbo Longhuahui") is a limited partnership established in the PRC on February 8, 2021. It is principally engaged in equity investment in high-growth technology innovation enterprises in the PRC with approximately RMB500 million assets under management. The sole general partner of Ningbo Longhuahui is Ningbo Jintong Jiuge Enterprise Management Partnership (Limited Partnership) (寧波金通九格企業管理合夥企業(有限合夥)) holding as to 3.2% partnership interests, which is owned as to (i) 51% by its sole general partner, Ningbo Jiuge Equity Investment Management Partnership

  • 202 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

(Limited Partnership)* (寧波九格股權投資管理合夥企業(有限合夥)), which is owned as to approximately 22.2427% and 18.7282% by its two general partners namely, Hu Zhihui (胡智慧) and Cao Yun (曹蘊), respectively; and approximately 59.0291% by its 10 limited partners, none of which has more than 30% partnership interests therein; and (ii) 49% by its 8 limited partners, none of which has more than 30% partnership interests therein. Ningbo Longhuahui has eight limited partners. Save for Huafang Group Co., Ltd (華芳集團有限公司) which holds 40% partnership interests in Ningbo Longhuahui, none of the other limited partner holds more than 30% partnership interests in Ningbo Longhuahui. Huafang Group Co., Ltd (華芳集團有限公司) has 22 shareholders and none of which has more than 30% equity interests therein. To the best knowledge and information of the Company, each of the above entities, Hu Zhihui (胡智慧) and Cao Yun (曹蘊) is an Independent Third Party.

Mr. Liu Xi, our Supervisor, currently serves in Ningbo Longhuahui Equity Investment Management Co., Ltd. (寧波隆華匯股權投資管理有限公司) and Ningbo Jintong Jiuge Enterprise Management Limited Partnership (寧波金通九格企業管理合夥企業(有限合夥). For more information, please see "Directors, Supervisors and Senior Management."

Jintong Entities

Anhui Jintong New Energy Vehicle Phase II Fund Partnership (limited Partnership) (安徽金通新能源汽車二期基金合夥企業(有限合夥), "Anhui Jintong") is a limited partnership established in the PRC on December 19, 2019. Xuancheng Jintong Technology Innovation Venture Capital Fund Partnership (Limited Partnership) (宣城金通科技創新創業投資基金合夥企業(有限合夥), "Xuancheng Jintong") is a limited partnership established in the PRC on May 13, 2022. Anqing Economic Development Zone Jintong New Energy Automobile Industry Fund Partnership (Limited Partnership)* (安慶經開區金通新能源汽車產業基金合夥企業(有限合夥), "Anqing Jintong", together with Anhui Jintong and Xuancheng Jintong, "Jintong Entities") is a limited partnership established in the PRC on June 30, 2020. Jintong Entities are principally engaged in equity investment in high-growth technology innovation enterprises in the PRC and each of them is an investment arm of Jintong Capital.

Anhui Jintong (安徽金通): The general partner of Anhui Jintong is Anhui Jintong New Energy Phase II Investment Management Partnership (Limited Partnership) (安徽金通新能源二期投資管理合夥企業(有限合夥)), the general partner of which is Anhui Jintong Zhihui Private Equity Fund Management Co., Ltd. (安徽金通智匯私募基金管理有限公司, "Jintong Zhihui") which holds as to 80% partnership interests therein. Jintong Zhihui is controlled by Li Zhe (李哲) as to approximately 41.4815% and Shanghai Rongqian Enterprise Management Center (Limited Partnership) (上海榮乾企業管理中心(有限合夥)) as to approximately 40.7407%, the general partner of which is Li Zhe (李哲) holding as to 2% partnership interests and Qin Daqian (秦大乾), as a limited partner holding 78% partnership interests therein. Anhui Jintong has nine limited partners, among which, Anhui Sanzhong Yichuang Industrial Development Fund Co., Ltd. (安徽省三重一創產業發展基金有限公司) holds approximately 38.5713% partnership interests therein and is ultimately wholly owned by State-owned Assets Supervision and Administration Commission of Anhui Provincial People's Government (安徽

  • 203 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

省人民政府國有資產監督管理委員會). Save for Anhui Sanzhong Yichuang Industrial Development Fund Co., Ltd.* (安徽省三重一創產業發展基金股份有限公司), none of the other limited partners holds more than 30% partnership interests in Anhui Jintong.

Xuancheng Jintong (宣城金通): The sole general partner of Xuancheng Jintong is Jintong Zhihui holding 2% partnership interests therein. Xuancheng Jintong has five limited partners, among which, Anhui Xuancheng State-owned Assets Investment Co., Ltd. (安徽宣城市國有資產投資有限公司) holds approximately 31.7308% partnership interests therein and is ultimately controlled by State-owned Assets Supervision and Administration Commission of the People's Government of Xuancheng City, of Anhui Province (安徽省宣城市人民政府國有資產監督管理委員會). Save for Xuancheng State-owned Assets Investment Co., Ltd. (宣城市國有資產投資有限公司), none of the other four limited partners holds more than 30% partnership interests therein.

Anqing Jintong (安慶金通): The sole general partner of Anqing Jintong is Jintong Zhihui holding 1% partnership interests therein. The sole limited partner of Anqing Jintong is Anqing Wanjiang Hi-Tech Investment Development Co., Ltd. (安慶皖江高科技投資發展有限公司) holding 99% partnership interests, which is a non-wholly owned subsidiary of Anqing Jingkai Holding Co., Ltd. (安慶經開控股有限公司) and ultimately controlled by the Anqing Municipal People's Government, of Anhui Province (安徽省安慶市人民政府).

To the best knowledge and information of the Company, each of Li Zhe (李哲), Qin Daqian (秦大乾) and all these above mentioned entities is an Independent Third Party.

Suzhou Xinjing (蘇州新景)

Suzhou Xinjing Fuying Venture Capital Partnership (Limited Partnership) (蘇州新景富盈創業投資合夥企業(有限合夥), "Suzhou Xinjing") is a limited partnership established in the PRC on April 27, 2021. It is principally engaged in the investments in internet of vehicles, intelligent connected automotive ecological chain and new energy vehicle industry chain in the Greater China Area. Suzhou Xinjing is owned as to approximately 1.82% by its sole general partner, Shanghai Jinfuying Management Consulting Co., Ltd. (上海金馥盈管理諮詢有限公司, "Shanghai Jinfuying"), by its two limited partners as to approximately 72.73% and 25.45%, namely, Xinche Investment (Shanghai) Co. Ltd. (鑫車投資(上海)有限公司, "Xinche Investment") and Jinjing Growth (Xiamen) Venture Capital Partnership (Limited Partnership) (金景成長(廈門)創業投資合夥企業(有限合夥), "Jinjing Growth"), respectively. Shanghai Jinfuying is controlled by (i) Shanghai Jinjingchengpu Private Equity Fund Management Co., Ltd. (上海金景城濮私募基金管理有限公司) as to 51%, which is then ultimately controlled by Cho Techin (卓德欽); and (ii) by Fuying Management Consulting (Shanghai) Co., Ltd. (馥盈管理諮詢(上海)有限公司) as to 40%, which is ultimately controlled by Tso Bingti (左炳堤). Xinche Investment is controlled by Yixin Group Limited, a company listed on the Hong Kong Stock Exchange (stock code: 2858). Jinjing Growth is owned as to (i) 0.08% by its sole general partner Xiamen Jinjingchengpu Private Equity Fund Management Co., Ltd. (廈門金景城濮私募基金管理有限公司), which is ultimately controlled by Cho Techin (卓德欽); and (ii) 99.92% by its sole limited partner Golden Vision Capital Limited which is then ultimately controlled by Jackson Wijaya Limantara. To the best knowledge and information of the Company, all these above mentioned entities and individuals are Independent Third Parties.

  • 204 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

Ningbo Zhizun (寧波智尊)

Ningbo Zhizun Venture Capital Partnership (Limited Partnership) (寧波智尊創業投資合夥企業(有限合夥), “Ningbo Zhizun”, formerly known as Ningbo Zhizun Enterprise Management Partnership (Limited Partnership) (寧波智尊企業管理合夥企業(有限合夥)) is a limited partnership established in the PRC on September 8, 2021, with capital contribution of RMB100 million. It is principally engaged in the investment in non-listed company with approximately RMB37 million assets under management. Ningbo Zhizun is owned as to (a) 1% by its sole general partner, Ningbo Yingdao Zhilin Enterprise Management Co., Ltd. (寧波盈道智麟企業管理有限公司) which is owned as to 90% by Ji Qindi (季琴娣) and 10% by Gao Tan (高燕); and (b) 99% by its three limited partners, among which, Gao Tan (高燕) holds 97% partnership interests in Ningbo Zhizun. To the best knowledge and information of the Company, each of Ningbo Zhizun, Ningbo Yingdao Zhilin Enterprise Management Co., Ltd. (寧波盈道智麟企業管理有限公司), Ji Qindi (季琴娣) and Gao Tan (高燕) is an Independent Third Party.

Jiangsu Jiequan (江蘇重泉)

Jiangsu Jiequan Jingshifeng Investment Fund (Limited Partnership) (江蘇重泉景世豐投資基金(有限合夥), “Jiangsu Jiequan”) is a limited partnership established in the PRC on September 25, 2017. It is principally engaged in investments in green technology, advanced manufacturing, energy and industrial internet with RMB250 million assets under management. Jiangsu Jiequan is owned as to 1% by its sole general partner, Suzhou Xiexin Jingshifeng Equity Investment Management Co., Ltd. (蘇州協鑫景世豐股權投資管理有限公司, “Suzhou Xiexin”), and as to 99% by its three limited partners, including (i) GCL Technology Holdings Limited (協鑫科技控股有限公司) as to 55.32%, a company listed on the Stock Exchange (stock code: 3800) and (ii) Jiangsu Province Government Investment Fund (Limited Partnership) (江蘇省政府投資基金(有限合夥)) wholly owned by Jiangsu Provincial Department of Finance (江蘇省財政廳), as to 30%. Suzhou Xiexin is controlled as to 63% by GCL Technology Holdings Limited and as to 37% by Shanghai and Heze Management Consulting Partnership (Limited Partnership) (上海與和澤管理諮詢合夥企業(有限合夥), “Shanghai Heze”). Shanghai Heze is owned as to (i) approximately 0.027% by its sole general partner Suzhou Zaishi Management Consulting Co., Ltd.* (蘇州再石管理諮詢有限公司), which is owned by Wang Weizhen (王蔚臻), Yan Donglei (嚴冬雷), Xia Zhongbao (夏中寶), and Zhu Huiying (朱薈穎) as to 25.0%, respectively, and (ii) approximately 99.973% by five limited partners, none of which has more than 30% partnership interests therein. To the best knowledge and information of the Company, all of these entities and individuals are Independent Third Parties.

BYD (比亞迪)

BYD Company Limited (“BYD”) is a joint stock company established in the PRC on February 10, 1995, and is dually listed on the Stock Exchange (stock code: 1211 (HKD counter); 81211 (RMB counter)) and the Shenzhen Stock Exchange (stock code: 002594). It is principally engaged in automobile business which mainly includes new energy vehicles, handset components and assembly services, rechargeable batteries and photovoltaics business.

  • 205 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

At the same time, it actively expands the urban rail transit business by leveraging its own technological advantages. The ultimate beneficial owner of BYD is Wang Chuan-fu (王傳福). To the best knowledge and information of the Company, each of BYD and Wang Chuan-fu (王傳福), is an Independent Third Party. Ms. Dai Can, our Supervisor, currently is an employee of BYD. For more information, please see “Directors, Supervisors and Senior Management.”

Chuangqi Kaiying (創啟開盈)

Jiaxing Chuangqi Kaiying Venture Capital Partnership (Limited Partnership) (嘉興市創啟開盈創業投資合夥企業(有限合夥), “Chuangqi Kaiying”), formerly known as Shenzhen Chuangqi Kaiying Venture Capital Partnership (Limited Partnership) (深圳市創啟開盈創業投資合夥企業(有限合夥) is a limited partnership established in the PRC on September 8, 2020. It is a co-investment platform of the employees of BYD and is principally engaged in investment activities in the PRC. Chuangqi Kaiying is owned as to (i) approximately 3.3337% by its sole general partner, Jiaxing Chuangqi Kaiying Enterprise Management Co., Ltd. (嘉興市創啓開盈企業管理有限公司) which is controlled by Li Min (李敏) and Li Lu (李路) as to 50% and 50% respectively; and (ii) approximately 96.6663% by its ten limited partners, none of which has more than 30% partnership interests therein. To the best knowledge and information of the Company, each of Chuangqi Kaiying, Jiaxing Chuangqi Kaiying Enterprise Management Co., Ltd. (嘉興市創啓開盈企業管理有限公司), Li Min (李敏) and Li Lu (李路) is an Independent Third Party. Ms. Dai Can, our Supervisor, currently is a limited partner of Chuangqi Kaiying, holding less than 10% of partnership interests therein. For more information, please see “Directors, Supervisors and Senior Management.”

Zhejiang Dongxin (浙江東鑫)

Zhejiang Dongxin Electronic Technology Co., Ltd. (浙江東鑫電子科技有限公司, “Zhejiang Dongxin”) was established in the PRC with limited liability on April 30, 2002. It is principally engaged in providing auto parts, maintenance, testing and diagnostic equipment and service supplies in the PRC. Zhejiang Dongxin is wholly owned by Dongyang Jingrui Electronics Co., Ltd. (東陽市景瑞電子有限公司), which is controlled by He Min (何旻) as to 51% and Li Qianyun (厲倩蕓) as to 49%. To the best knowledge and information of the Company, each of Zhejiang Dongxin, Dongyang Jingrui Electronics Co., Ltd.* (東陽市景瑞電子有限公司), He Min (何旻) and Li Qianyun (厲倩蕓) is an Independent Third Party.

Zhuhai Zhidingli (珠海摯鼎立)

Zhuhai Chongneng Zhidingli Equity Investment Partnership Enterprise (Limited Partnership) (珠海充能摯鼎立股權投資合夥企業(有限合夥), “Zhuhai Zhidingli”) is a limited partnership established in the PRC on October 21, 2024. It is principally engaged in equity investment. Zhuhai Zhidingli has three partners, including (a) the general partner, Shandong Tiefa Capital Investment Management Co., Ltd. (山東鐵發資本投資管理有限公司), (“Shandong Tiefa”), holding 0.0321% partnership interests of Zhuhai Zhidingli; (b) Anhui Zhongding, holding 83.9372% limited partnership interests; and (c) Zhejiang Jiuli Investment Management Co., Ltd.* (浙江久立投資管理有限公司) (“Zhejiang Jiuli”), holding 16.0308%

  • 206 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

limited partnership interests. Shandong Tiefa is owned as to (i) 51% by Shandong Railway Development Fund Co., Ltd. (山東鐵路發展基金有限公司); (ii) 33% by Zhang Peng (張鵬); and (iii) 16% by Zhang Song (張松). Save for Shandong Railway Investment Holding Group Co., Ltd. (山東鐵路投資控股集團有限公司) holding the equity interests of Shandong Railway Development Fund Co., Ltd. as to 48.49%, none of the other four shareholders held more than 30% of equity interest. Shandong Railway Investment Holding Group Co., Ltd. was held by Shandong High-Speed Group Co., Ltd. (山東高速集團有限公司) as to 32.25% and other 23 shareholders as to 67.75%, none of which held more than 30% equity interest. Shandong High-Speed Group Co., Ltd. was held by State-Owned Assets Supervision and Administration Commission of Shandong Provincial People's Government (山東省人民政府國有資產監督管理委員會) as to 70%, and other two shareholders, neither of which held more than 30% equity interest. To the best knowledge and information of the Company, all these above mentioned entities and individuals are Independent Third Parties.

Shiji Guanghua (世紀光華)

Beijing Shiji Guanghua Management Consulting Co., Ltd. (北京世紀光華管理諮詢有限公司, "Shiji Guanghua") was established in the PRC with limited liability on November 17, 2023. It is principally engaged in management consultancy. Shiji Guanghua is wholly owned by Ma Xujie (馬旭傑), an independent investor. To the best knowledge and information of the Company, Shiji Guanghua and Ma Xujie are Independent Third Parties.

Jiaxing Xiuzhou (嘉興秀洲)

Jiaxing Xiuzhou Industrial Investment Fund Partnership Enterprise (Limited Partnership) (嘉興市秀洲產業投資基金合夥企業(有限合夥), "Jiaxing Xiuzhou") is a limited partnership established in the PRC on August 29, 2024, and is principally engaged in equity investment. The general partner of Jiaxing Xiuzhou is Jiaxing Xiuzhou District Jinkong Investment Management Co., Ltd. (嘉興市秀洲區金控投資管理有限公司), holding approximately 1.25% partnership interests therein, which is ultimately wholly owned by State Owned Assets Supervision and Administration Commission of Jiaxing Municipal People's Government, Zhejiang Province* (浙江省嘉興市人民政府國有資產監督管理委員會).

Jiaxing Xiuzhou has seven limited partners, none of which holds more than 30.0% partnership interests therein.

To the best knowledge and information of the Company, all these aforementioned entities are Independent Third Parties.

  • 207 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

Xuancheng Fund (宣城基金)

Xuancheng Economic Development Zone Leading Industry Fund Partnership Enterprise (Limited Partnership) (宣城市經開區主導產業基金合夥企業(有限合夥), “Xuancheng Fund”) is a limited partnership established in the PRC on December 26, 2024, and is principally engaged in equity investment. Xuancheng Fund has two general partners, including (a) Ningguo Jinhe Venture Capital Co., Ltd. (寧國市金禾創業投資有限公司), holding approximately 0.0002% partnership interests, which is ultimately controlled by Anhui Ningguo State-owned Assets Supervision and Administration Commission, Anhui Province (安徽寧國市國有資產監督管理委員會), and (b) Xuancheng Economic Development Zone Venture Capital Co., Ltd. (宣城經開區創業投資有限公司) (formerly known as Anhui Xuancheng Kaiyuan Venture Investment Fund Co., Ltd. (宣城開園創業投資基金有限公司)), holding approximately 0.02% partnership interest thereof, which is ultimately controlled by State-owned Assets Supervision and Administration Commission of Anhui Xuancheng Municipal People’s Government, Anhui Province* (安徽省宣城市人民政府國有資產監督管理委員會).

The only limited partner of Xuancheng Fund is Xuancheng Kaisheng Industrial Investment Development Co., Ltd. (宣城開盛產業投資發展有限公司) holding approximately 99.9798% partnership interests, which is ultimately controlled by State-owned Assets Supervision and Administration Commission of Anhui Xuancheng Municipal People’s Government (安徽宣城市人民政府國有資產監督管理委員會).

To the best knowledge and information of the Company, all these aforementioned entities are Independent Third Parties.

CAPITALIZATION OF OUR COMPANY

Upon completion of the Pre-IPO Investments as described above, a number of capital increases and equity interest transfers among shareholders of the Company, the table below is a summary of the capitalization of our Company as of the Latest Practicable Date immediately prior to and following the completion of the Global Offering (assuming the Over-Allotment Option is not exercised):

Shareholders Number of Shares(1) Ownership percentage as of the Latest Practicable Date Ownership percentage as of the Listing Date(1)
Controlling Shareholders(2)
- Dr. Huang 15,063,372 27.99% 25.19%
- Tongdu E-Commerce (同篤商貿)(3) 8,287,500 15.40% 13.86%
- Tongdu Intelligent (同篤智能)(3) 2,168,540 4.03% 3.63%
- Tongdu Technology (同篤科技)(3) 149,603 0.28% 0.25%
  • 208 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

Shareholders Number of Shares^{(1)} Ownership percentage as of the Latest Practicable Date Ownership percentage as of the Listing Date^{(1)}
Other shareholders
Anhui Zhongding (安徽中鼎) 4,128,405 7.67% 6.90%
Zhenghai Juhong (正海聚弘) 1,777,952 3.30% 2.97%
Beida Guangju (信達廣聚) 888,976 1.65% 1.49%
Jingzhou Zhida (荊州智達) 4,691,991 8.72% 7.85%
Shanghai China Power Investment (上海中電投) 4,170,008 7.75% 6.97%
Ningbo Longhuahui (寧波隆華匯) 1,137,277 2.11% 1.90%
Anhui Jintong (安徽金通) 2,653,647 4.93% 4.44%
Suzhou Xinjing (蘇州新景) 758,185 1.41% 1.27%
Ningbo Zhizun (寧波智尊) 758,185 1.41% 1.27%
Jiangsu Jiequan (江蘇澍泉) 568,638 1.06% 0.95%
BYD (比亞迪) 1,895,462 3.52% 3.17%
Chuangqi Kaiying (創啟開盈) 18,955 0.04% 0.03%
Hubei Qingyan (湖北清研) 523,336 0.97% 0.88%
Jiaxing Xiuzhou (嘉興秀洲) 824,850 1.53% 1.38%
Zhejiang Dongxin (浙江東鑫) 687,379 1.28% 1.15%
Xuancheng Jintong (宣城金通) 824,856 1.53% 1.38%
Anqing Jintong (安慶金通) 549,904 1.02% 0.92%
Zhuhai Zhidingli (珠海摯鼎立) 558,380 1.04% 0.93%
Shiji Guanghua (世紀光華) 362,253 0.67% 0.61%
Xuancheng Fund (宣城基金) 362,253 0.67% 0.61%
Investors taking part in the Global Offering^{(4)} 10.00%
Total 53,809,907 100.00% 100.00%

Notes:

(1) Subject to the completion of relevant filings, the 53,809,907 Unlisted Shares held by all existing Shareholders will be converted into H Shares under the “full circulation” application upon completion of the Listing.

(2) The day-to-day management and the exercise of voting rights attached to the Shares held by each of Tongdu E-Commerce, Tongdu Intelligent and Tongdu Technology is controlled by Dr. Huang, either as the sole general partner (in the cases of Tongdu E-Commerce and Tongdu Intelligent) or pursuant to the relevant partnership agreement and majority ownership of the respective general partner (in of the case of Tongdu Technology and its general partner Tongdu Enterprise). As such, each of Tongdu E-Commerce, Tongdu Intelligent, Tongdu Technology and Tongdu Enterprise is a close associate of Dr. Huang. Ms. Liu is the spouse of Dr. Huang and the other shareholder of Tongdu Enterprise. Therefore, Dr. Huang, Ms. Liu and these entities controlled by Dr. Huang form a group of controlling shareholders of our Company for the purpose of the Listing Rules. For details, please refer to the section headed “Relationship with our Controlling Shareholders — Our Controlling Shareholders.”

  • 209 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

(3) As of the Latest Practicable Date, Dr. Huang as the sole general partner of Tongdu E-Commerce and Tongdu Intelligent, held 24.8024% partnership interests of Tongdu E-Commerce and 37.98% partnership interests of Tongdu Intelligent. Dr. Huang and his spouse owns the entire equity interests of the general partner of Tongdu Technology. The limited partner who holds more than 30% partnership interest of Tongdu E-Commerce is Chen Qinling (陳欽玲), holding 32.92% limited partnership interests therein. Save for Chen Qinling, none of the other 22 limited partners of Tongdu E-Commerce holds more than 30% partnership interests thereof and they are all Independent Third Parties. Chen Qinling is an associate of Chen Hanlin, who controlled our Pre-IPO Investor, Jingzhou Zhida. Among the other 22 limited partners of Tongdu E-Commerce, (1) Zhejiang Jiuli is a limited partner of Zhuhai Zhidingli as disclosed above; (2) two other limited partnerships are investment platforms for individuals who are Independent Third Parties; and (3) the rest 19 limited partners are individuals. The limited partner who holds more than 30% of partnership interest of Tongdu Intelligent is Shen Haiying (沈海鷹), an Independent Third Party, holding 37.2093% limited partnership interests therein. Save as disclosed above, none of the other three limited partners who are individual investors and Independent Third Parties of Tongdu Intelligent holds more than 30% partnership interests thereof. Among the other three limited partners of Tongdu Intelligent, Ruan Jinyao (阮金姚) is the controlling shareholder of a limited partner of Beida Guangju as disclosed above, and the other two limited partners are individuals.

(4) This refers to the number of Shares to be held by Investors taking part in the Global Offering as of the Listing Date (assuming the Over-Allotment Option is not exercised), being the H Shares.

PUBLIC FLOAT AND FREE FLOAT

Our Company has applied for H-share full circulation and the CSRC issued notice of filing on May 13, 2025 for the conversion of all existing 53,809,907 Unlisted Shares into H Shares upon the Listing.

In addition, upon completion of the Global Offering and conversion of Unlisted Shares into H Shares, 25,669,015 H Shares held by our Controlling Shareholders, namely Dr. Huang, Ms. Liu, Tongdu E-Commerce, Tongdu Intelligent and Tongdu Technology, who are core connected persons of our Company, in aggregate, and which represents approximately 42.93% of our total issued Shares upon the completion of the Global Offering (assuming the Over-Allotment Option is not exercised), would not be counted towards the public float.

To the best knowledge of our Directors, upon the completion of the Global Offering and the conversion of Unlisted Shares into H Shares, 28,140,892 H Shares are expected to be held by our existing Shareholders who are not our core connected persons. Such 28,140,892 H Shares will be counted towards the public float. None of these Shareholders are accustomed to take instructions from any core connected persons in relation to the acquisition, disposal, voting or other disposition of their Shares and none of their acquisition of the Shares were financed directly or indirectly by our core connected persons. Such H Shares to be converted from Unlisted Shares, together with the 5,978,900 H Shares to be issued pursuant to the Global Offering (assuming that the Over-Allotment Option is not exercised), which represent approximately 10.00% of our total issued Shares upon the completion of the Global Offering (assuming that the Over-Allotment Option is not exercised), will be counted towards the public float.

  • 210 -

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

With respect to the indicative Offer Price range of HK$66.92, HK$75.27 and HK$83.63 per Offer Share (being the low end, mid-point and the upper-end of the Offer Price, respectively), the expected market capitalization of the Company's H Shares would not exceed HK$6 billion. Pursuant to Rule 19A.13A(1) of the Listing Rules, where the expected market value at the time of listing of our Company's H Shares does not exceed HK$6 billion, at least 25% of the total number of H Shares must at the time of the Listing be held by the public. It is expected that immediately following completion of the Global Offering (assuming that the Over-Allotment Option is not exercised), the total number of listed H Shares held by the public represents approximately 57.07% of our total issued Shares upon Listing. Therefore, our Company will be able to meet the minimum public float requirement under Rule 19A.13A.

Upon the completion of the Global Offering, it is expected that at least 5,978,900 H Shares, representing a market capitalization of HK$400.12 million (assuming an Offer Price of HK$66.92 per Offer Share, being the low-end of the indicative Offer Price range set out in this Prospectus), will not be subject to any disposal restrictions (whether under contract, the Listing Rules, applicable laws or otherwise) at the time of the Listing and 10% of the total issued share capital on the Listing Date, which will satisfy the free float requirement under Rule 19A.13C(1)(a) of the Listing Rules.

CORPORATE STRUCTURE IMMEDIATELY BEFORE COMPLETION OF THE GLOBAL OFFERING

The chart below sets out the shareholding structure of our Group immediately before completion of the Global Offering:

img-0.jpeg


HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

Notes:

(1) As of the Latest Practicable Date, Tongdu Enterprise was the general partner of Tongdu Technology and was held by Dr. Huang as to 70% and by his spouse, Liu Jing (劉靜) as to 30%.
(2) Jintong Capital includes Anhui Jintong, Xuancheng Jintong and Anqing Jintong.
(3) Other Pre-IPO Investors include Zhenghai Juhong, Beida Guangju, Hubei Qingyan, Ningbo Longhuahui, Suzhou Xinjing, Ningbo Zhizun, Jiangsu Jiequan, Chuangqi Kaiying, Jiaxing Xiuzhou, Zhejiang Dongxin, Zhuhai Zhidingli, Shiji Guanghua and Xuancheng Fund. Please see “— Pre-IPO Investments — Information about our Pre-IPO Investors” in this section for details.
(4) As of the Latest Practicable Date, Sanming Xunda was held by Shanghai Zhuangdaojia, a wholly-owned subsidiary of our Company, as to 55%, by Sanming Jiaoyun as to 25%, and by Sanming Luqiao as to 20%. Except for being a substantial shareholder of Sanming Xunda, each of Sanming Jiaoyun and Sanming Luqiao is an independent third party of our Group. Sanming Jiaoyun and Sanming Luqiao are both ultimately owned by State-owned Assets Supervision and Administration Commission of Sanming Municipal People' Government in Fujian Province*(福建省三明市人民政府國有資產監督管理委員會) and Fujian Provincial Finance Department (福建省財政廳) as to 96.55% and 3.45%, respectively.
(5) As of the Latest Practicable Date, ZD Energy was held by ZD Singapore as to 99% and by Mr. An-Nan Hsieh, an employee of our Group and an Independent Third Party (as defined in the Listing Rules), as to 1%.
(6) As of the Latest Practicable Date, ZD Trading was held by ZD Singapore as to 99.97% and by ZD Energy as to 0.03%.

CORPORATE STRUCTURE IMMEDIATELY FOLLOWING COMPLETION OF THE GLOBAL OFFERING

The chart below sets out the shareholding structure of our Group immediately following completion of the Global Offering (assuming the Over-Allotment Option is not exercised):

img-1.jpeg

Notes: For notes (1) to (6), please see “— Corporate Structure Immediately Before Completion of the Global Offering” in this section above.

Note (7): These Shares will count towards the public float upon Listing. See “— Public Float and Free Float” in this section.


BUSINESS

OVERVIEW

We ranked first in terms of sales volume and sales value of home EV chargers in China during the Track Record Period, according to Frost & Sullivan. Our market share reached 13.6% in China and 9.0% globally in terms of the sales volume of home EV chargers during the Track Record Period. The total sales value of the home EV chargers market amounted to RMB7.2 billion globally and RMB3.5 billion in China in 2024. Chinese companies are leading the way in providing EV home charging solutions with dominant market shares in terms of sales volume of home EV chargers during the Track Record Period. For the market shares of the world's and China's top five providers of EV home charging solutions, see “Industry Overview — EV Home Charging Solutions — Competitive Landscape of Global EV Home Charging Solutions.”

Starting with offering smart home EV chargers to both automakers and users, we have since developed a “three-in-one” EV home charging solution consisting of products, services, and a digital platform.

  • Products: During the Track Record Period, we delivered a cumulative number of 1.3 million home EV chargers globally and 1.2 million home EV chargers in China. Our market share reached 13.6% in China and 9.0% globally in terms of the sales volume of home EV chargers during the Track Record Period, according to Frost & Sullivan. We have also developed advanced products with higher gross profit margin and strong revenue potential, including EV charging robots and EMS solutions.

  • Services: To empower homes across the country with our smart home EV chargers and digital energy management services, we have established China’s largest EV charger service network to provide door-to-door installation and after-sales services according to Frost & Sullivan, covering over 360 cities nationwide as of March 31, 2025. During the Track Record Period, we fulfilled a total of 1.3 million installation and after-sales service tasks. We are also developing a variety of other services to further digitalize home energy management for our users.

  • Digital Platform: To connect our products and services as part of our integrated energy management solutions, we have constructed a digital platform. Our platform digitizes the management of our installation and after-sales network and support our community shared charging services.

  • 213 -


BUSINESS

Smart home EV chargers, controlled via mobile apps, offer real-time monitoring and safety features, providing a more personalized charging experience and energy saving solutions. In particular:

  • Since our inception, we have expanded our solutions to reach 22 countries with a product portfolio developed based on EU, U.S. and other international standards as well as a growing array of related services supported by a digital platform. Our manufacturing facility in Thailand commenced operation in April 2024 in an effort to support our expansion across Southeast Asia, which underscores our ability to meet growing market demands through advanced technologies and localized expansion.
  • As a competitive market player in EV home charging innovations, we are currently developing and upgrading a range of new digital energy products and services, including EV charging robots, EMS solutions, smart charging hardware products, and new digital energy management services.

During the Track Record Period, we provided smart home EV chargers and accessories and/or services to seven of the top ten automakers in China in terms of sales volume of EVs in 2024, according to Frost & Sullivan. Through our partnerships with well-known automakers, we have established our brand reputation as a provider of EV home charging solutions, while expanding into overseas markets alongside these major automakers. Today, our products and services serve 22 countries. In Thailand and Brazil, two fast-growing EV markets outside of China, we are one of the first movers that have established a presence as a recognized provider of smart home EV chargers and services, according to Frost & Sullivan.

Drawing upon our brand influence and service capabilities we accumulated through our partnerships with leading automakers, we launched our own retail brand “拳達(Zhida)” in 2020. Since its launch, we have efficiently and rapidly accumulated a vast user base, which lays a solid foundation for us to directly reach and better understand the needs of retail users. We cover retail users through multiple channels domestically and internationally. We operate e-stores on platforms such as Tmall (天貓), Douyin (抖音) and Youzan (有贊) in China and Amazon and other e-commerce platforms overseas, and we plan to expand our footprint on international e-commerce platforms. We are one of the top three brands in terms of retail sales of home EV chargers on e-commerce platforms in 2022, 2023 and 2024, according to Frost & Sullivan. In addition, we collaborate with distributors in 137 cities in China as of March 31, 2025, to further expand the customer base of our products.

Despite the intense competition in the EV home charging solutions market in China, we believe our integrated "three-in-one" EV home charging solution, which is underpinned by our core capabilities in product, service, digitization, manufacturing and brand has enabled us to retain our leadership and continue expanding our offerings in existing and new markets.

  • 214 -

BUSINESS

Overview of Our Business Model

Our product portfolio, including smart home EV chargers and accessories, EV charging robots, EMS solutions, and pipeline products, serves as the key entry portals to digital home energy management. The delivery and use of these smart products are enabled by an advanced digital platform that connects a vast network of third-party installation and after-sales service providers and supports our community shared charging services.

These products, platform, and services create an ecosystem that empowers automakers, energy companies, ultimately benefiting EV owners and their families as the users.

Our Product Portfolio

Our current product portfolio mainly includes smart home EV chargers and related accessories. For automakers, we customize smart home EV chargers based on their specific requirements in terms of appearance, functionality, and specifications, including requirement to print on the case of EV chargers such as automaker's logo. For retail customers, we design smart home EV chargers that not only meet their basic home charging needs but also incorporate appealing designs and features that cater to more personalized preferences. The smart home EV chargers we offer to retail customers have our logo printed on them and adhere to substantially the same standards and configuration as those we sell to automakers, which are required to pass a total of ten technical assessments, including waterproof, dustproof, lightning protection, temperature control, emergency stop protection, leakage protection, short-circuit protection, over-power protection, over-current protection, and over/under-voltage protection. Our smart home EV chargers are compatible with major automotive brands and models, provided that users select the appropriate power input configuration. We have launched advanced products with higher gross profit margin and strong revenue potential such as EV charging robots and EMS solutions in 2024. To further enhance our product portfolio, we have also been developing new products such as smart charging hardware products, which we believe will serve as users' critical access to our growing digital home energy management services.

Our Digital Platform

Our digital platform helps connect our smart home EV chargers with a range of digital home energy management services. Our platform not only connects our users with over 104 third-party installation and after-sales service providers covering over 360 cities in China, but also allows us to digitize every major step of the charger installation process, from order placement and dispatch to progress tracking and acceptance, which enhances service quality and efficiency. In addition, our digital platform collects, integrates, and analyzes relevant data, supporting the development and utilization of home energy management services within an IoT framework. Through this platform, users can seamlessly manage the remote control of their smart home EV chargers and have access to services such as community shared charging.


BUSINESS

Our Diversified Services

The constant development of our digital platform nourishes an increasingly powerful installation and after-sales services and a growing variety of EV charger-based digital energy management services delivered through our mobile app and mini-program, including smart remote control, safe charging, off-peak charging, energy data analytics, and community shared charging. During the Track Record, we fulfilled a total of 1.3 million installation and after-sales tasks. Through these services, we provide a digitalized experience for homes and their EVs across China and overseas, enabling them to enjoy a smart EV home charging experience and more efficient home energy management. Looking ahead, we aim to transform our service offerings into a home energy management destination, where we will digitally enable the provision of more integrated services such as V2H/V2E home energy management and carbon credit aggregation.

Our Core Capabilities

Our success is built upon, and will continue to be driven by, our core capabilities in products, services, digitalization, manufacturing, and brand.

Product capabilities. With our ability to meet the international standards, including for China, the United States and Europe, we deliver quality assurance. Our manufacturing facilities have passed inspections from more than 20 automakers, with efficient manufacturing lines that can customize products to meet the diversified needs of major automakers. For users, we have introduced multiple series of smart home EV chargers where we also offer a range of personalization choices, such as built-in cameras, station lighting, owner identification, and Bluetooth locks. As of March 31, 2025, we obtained 145 patents in the EV home charging field. In addition, our commitment to research and development enables us to consistently launch new products with higher gross profit margin and strong revenue potential, including EV charging robots and EMS solutions.

Service capabilities. We have established the largest EV charger installation and after-sales service network in China in terms of the number of cities covered as of March 31, 2025, according to Frost & Sullivan, which is operated using an online-to-offline model supported by a digital platform that can generally meet installation needs within 12 hours. We strictly review service providers' qualifications and help them cultivate efficient and reliable installation and after-sales service professionals through standardized training processes, which earned us the "TÜV Rheinland certification." As we expand overseas, we are transplanting our platform-based door-to-door installation and after-sales service capabilities to deliver a consistently quality experience to users overseas.

Digitalization capabilities. With IoT technology, we have developed digital energy management solutions that enable real-time monitoring, control, adjustments and optimization of EV home charging and home energy consumption. We have built the largest third-party household EV charger IoT database in terms of the number of EV chargers connected in China as of March 31, 2025, according to Frost & Sullivan. This lays the technological foundation for the future large-scale application of "vehicle-to-energy" home energy management.

  • 216 -

BUSINESS

Manufacturing capabilities. We boost our manufacturing capabilities with advanced technologies. As one of the world's first EV charger companies that are awarded the certificate of the automotive standard IATF16949, we have established a strong manufacturing foothold in both China and overseas, according to Frost & Sullivan. Starting with our first production base in Xuancheng in April 2015, followed by our second facility in Anqing in May 2022, we began operations at our third factory in Thailand in April 2024 in an effort to support our expansion across Southeast Asia, which underscores our ability to meet growing market demands through advanced technologies and localized expansion. In addition, we are also building a charging gun manufacturing factory in Jiaxing.

Brand power. As a competitive market player in the EV home charging industry, we have built a strong brand reputation for our products and services. In 2022, we were awarded the Tmall (天貓) Automotive Annual Celebrity Recommended Brand. We are among the top three brands in terms of retail sales of home EV chargers on e-commerce platforms in 2022, 2023 and 2024, according to Frost & Sullivan.

Our Value Propositions

Value Proposition to Automakers

  • Advanced smart home EV chargers. We provide automakers with smart home EV chargers that undergo refinements and iterations, which are validated by connectivity and safety certifications in conformity with European and U.S. standards.
  • Reliable installation and after-sales services. We offer automakers reliable post-sales EV charger installation, assisting them in providing nationwide premium automotive support services to their EV customers. This helps reduce costs for automotive companies while solidifying customer loyalty.
  • Trusted partner in global expansion. As a reliable partner, we help Chinese automakers expand overseas by customizing our smart home EV chargers to meet overseas market demands.

Value Propositions to Users

  • Enhanced charging experience. We are committed to providing users a safe and smart charging experience. Through our digital platform, users can remotely control, receive safety alerts, and implement charging and discharging control, along with features like family and friend sharing.
  • Digitally connected service network. Our service network provides users with timely and convenient installation and after-sales services, enabling a seamless transition from purchasing to using smart home EV chargers.

  • 217 -


BUSINESS

  • Digital home energy management. We assist users in efficiently managing home energy consumption. Our apps enable real-time data analytics and visualization with respect to charging usage and electricity price monitoring, helping users save effectively.

Value Propositions to Energy Companies

  • Facilitating entry into digital home energy management. We work closely with leading energy companies, such as solar energy and electricity grid companies, and aim to provide a suite of digital home energy management services using our smart home EV chargers and other new hardware products as a gateway.

Our Commitment to Green Energy

As a leader in EV home charging solutions, we are continuously committed to promoting the widespread adoption of smart home EV chargers in households, contributing to the development of the new energy industry. We have made optimizations to the functionality of smart home EV chargers, positioning them as the core entry point for home energy management. This effort aids homes around the world in achieving efficient energy management and optimization while driving transformation in the digital energy sector.

We are dedicated to providing more efficient solutions for home energy management, offering a practical pathway for advancing digital energy governance. This endeavor will support us in achieving broader environmental and social responsibility goals, which speaks to our commitment to green sustainability.

The table below sets forth an indicative list of some of the ESG related certifications we have received as of the Latest Practicable Date.

Certifications Standards Year Certification Authority
Corporate Integrity Management System Certification GBT 31950 2024 TILVA
Social Responsibility Management System Certification GBT 39604 2024 TILVA
Anti-Bribery Management System Certification ISO 37001 2024 TILVA
Sustainable Procurement Management System Certification ISO 20400 2024 TILVA
Information Technology Service Management System Certification ISO 20000 2024 ZQHX
Business Continuity Management System Certification ISO 22301 2024 ZQHX
Information Security Management System Certification ISO 27001 2024 ZQHX
Privacy Information Management System Certification ISO 27701 2024 ZQHX

BUSINESS

OUR STRENGTHS

Largest Provider of EV Home Charging Solutions

We ranked first in terms of sales volume and sales value of home EV chargers in China during the Track Record Period, according to Frost & Sullivan. During the Track Record Period, we cumulatively delivered 1.3 million home EV chargers globally, representing a global market share of 9.0% and 5.7% in terms of sales volume and sales value, respectively, according to Frost & Sullivan. Our products have obtained safety certifications from authorities in Europe and the United States and had been sold in 22 countries as of the Latest Practicable Date.

In China, we are the largest EV home charging solution provider in terms of the sales volume and sales value of home EV chargers during the Track Record Period, according to Frost & Sullivan. During the Track Record Period, we have cumulatively delivered 1.2 million home EV chargers in China, capturing a market share of 13.6% and 10.3% in terms of sales volume and sales value, respectively, in the EV home charging solution market, according to Frost & Sullivan.

As one of the world's largest EV home charging solution providers, we benefit from economies of scale in terms of cost-effective production, procurement, and sales. Additionally, we believe a dominant market presence boosts brand recognition and trust among consumers, positioning us as a reliable and preferred choice for EV home charging solutions. Furthermore, we believe that our extensive customer base provides us with deep insights into consumer behavior and preferences, driving innovation and product development that cater to evolving market needs. As we rapidly expand our overseas footprint, we have established ourselves as the go-to EV home charging solution provider in emerging markets with attractive growth potential. For example, in Thailand and Brazil, two fast-growing EV markets outside of China, we are one of the first movers that have established a presence as a recognized provider of smart home EV chargers and services, according to Frost & Sullivan.

Business Model Delivering End-to-End Solutions

Through our proprietary digital platform, we integrate EV charger products with a growing range of home energy management services. This business model makes us an EV home charging solution for users across China and in our expanding overseas markets.

  • Products as the Foundation. We offer a diverse product matrix, catering to the specific needs of leading automakers by offering customized AC smart home EV chargers. This customization spans input/output voltage, current, functional modules, and exterior design. We independently design and sell smart home EV chargers and related accessories. Our smart home EV chargers offer personalized optional features such as built-in cameras and Bluetooth locks. Our accessory offerings include portable EV chargers that are compact and portable with outdoor discharge and vehicle-to-vehicle charging capabilities. We focus on quality and

BUSINESS

reliability and adhere to strict manufacture processes and certifications, which ensures product compatibility with most of the EVs, and normal operation under extreme temperatures and altitudes. We currently offer four main series of smart EV home chargers and EV home charging accessories such as portable chargers. In addition, we have launched advanced products with higher gross profit margin and strong revenue potential in 2024 to further expand our product matrix, such as EV charging robots and EMS solutions.

  • Digital Platform as the Keystone. The popularity of our products, as well as the seamless operation of our extensive installation and after-sales service network, owe much to our digital platform. This platform supports our "online-to-offline" installation and after-sales services by allowing us to deploy a nationwide and China's largest EV charger service network to provide reliable installation and after-sales services. During the Track Record Period, through the empowerment of our digital platform, we completed more than 1.3 million installation and after-sales service tasks. This digital platform also supports community shared charging which allows users to conveniently locate and share the use of smart home EV chargers. We currently do not generate any revenue from the digital platform. More importantly, our digital platform enables bidirectional information exchange through our smart home EV chargers as the IoT gateway where it collects, integrates, and analyzes relevant data, supporting the development and utilization of home energy management services within a V2H/V2E ecosystem. This allows us to provide users a range of digital tools to manage their energy needs, such as visualization of power usage data, remote control of smart home EV chargers, and EV home charging and discharging control.

  • Services as the Customer-facing Interfaces. Centered around home energy management, we provide a growing range of digital energy services related to EV charger after-sales and usage. Our installation and after-sales services are certified by the TUV Rheinland in German. Our professional customer services team is capable of generally addressing service orders within 12 hours. Through our digital platform, we monitor and manage the entire installation and after-sales service process in real time, ensuring orderly, efficient, and standardized services for customers. In addition to installation and after-sales services, we offer a growing range of digital home energy management services to help users efficiently and conveniently manage their EV home charging and home energy management needs. These services include providing users with home charging control and community shared charging through our apps and mini-program.

  • 220 -


BUSINESS

Strong Brand Built Upon Rich Product Portfolio

We have established a strong brand image through a matrix of quality and diverse products. Our product line caters to different user needs, targeting both automakers and retail customers.

  • For automakers, we provide smart home EV chargers customized for specific automakers based on their unique requirements. Based on the varying demands of different automakers for input/output voltage, current, and exterior design, we tailor different functional modules for each customer to meet their specific specifications and needs. The number of our automaker customers increased steadily during the Track Record Period, from 16 in 2022 to 23 in the three months ended March 31, 2025. During the Track Record Period, we provided smart home EV chargers and accessories and/or services to seven of the top ten automakers in China in terms of sales volume of EVs in 2024, according to Frost & Sullivan.

  • For retail customers, we have introduced multiple series of smart home EV chargers targeting household users, including the Pioneer, Guardian, King Kong and Challenger series. Apart from meeting basic charging needs, we offer a range of personalized optional features, such as built-in cameras, station lighting, owner identification, and Bluetooth locks. We also introduced portable EV chargers featuring compact size, on-the-go charging, and convenient recharging. We also launched advanced products such as EV charging robots and EMS solutions in 2024 to provide a wider range of product options. We are one of the top three brands in terms of retail sales of home EV chargers on e-commerce platforms in 2022, 2023 and 2024, according to Frost & Sullivan. In 2022, we were honored as the Tmall (天猫) Automotive Annual Celebrity Recommended Brand, Top 2 Sales for Tmall Double 11 Charger Flagship Stores in 2022 and Top 2 Sales for Tmall Double 11 Kick-off Red Official Stores in 2022. Our retail sales reached 12.7% of our total revenue in 2024, and we expect it to continue to increase as a percentage of our total sales.

In terms of product design, we integrate new consumer concepts, emphasizing a blend of trendiness and performance. Specifically considering female users, the gun body is designed to be smaller, lighter, and easier to grip. The cable is made of lightweight TPU material, facilitating easy insertion, removal, and storage. The manufacturing of our smart home EV chargers adopts the IML in-mold injection molding process, allowing customers to tailor the appearance based on personal preferences.

We believe that products are key to maintaining customer loyalty and building our brand. Therefore, we strictly adhere to safety manufacture and quality identification systems, covering the entire manufacture process. Our manufacture management processes in our first production base in Xuancheng comply with the automotive industry standard IATF16949 certification. In addition, we have obtained certifications for our products from the China Quality Certification Center as well as U.S., EU and other overseas authorities.


BUSINESS

Strong Manufacturing Capabilities

We take pride in our manufacturing capabilities powered by our proprietary technologies and localized operational expertise. With our proprietary production process and customized manufacturing facilities and equipment, we are able to rapidly and efficiently scale our production capabilities both in China and overseas in a cost-effective manner. We are one of the world's first EV charger companies that are awarded the certificate of automotive standard IATF16949, according to Frost & Sullivan.

In China, following the establishment of our first production base in Xuancheng in April 2015, we invested in constructing our second production base in Anqing which commenced operations in May 2022. Our production process flow of PCBs consists of a proprietary procedure that ensures the functionality and reliability of these essential components in our smart home EV chargers. All the steps in our production process are conducted in compliance with the requirements of TS16949 and ISO9001 quality system certifications, as well as the ISO45001 occupational health and safety management system certification. All of our manufacturing facilities in China have obtained the ISO14001 environmental management system certification.

Notably, as we scale, we expanded the production capability of core components of smart home EV chargers, including PCB assemblies, by establishing a surface mount technology (SMT) and dual in-line package (DIP) production line. We adopted advanced technologies in the construction of our SMT & DIP production line, including online laser engraving for product traceability and the latest Panasonic mounters and printers, to ensure production quality. We also employ 3D automatic optical inspection (AOI) for product inspection and utilize fully-automatic coating equipment, along with a set of fully automated performance and safety testing equipment that meets Chinese, U.S. and EU standards. This new production line allows us to boost our productivity, quality, and stability in the manufacturing process. In 2024, our designed production capability reached 714.6 thousand smart home EV chargers. This production capability has also enabled us to become the largest provider of EV home charging solutions globally in terms of sales volume and fourth largest provider globally in terms of sales value during the Track Record Period, according to Frost & Sullivan.

Outside of China, we draw upon our domestic success and extensive operational know-how accumulated in building and running our factories to establish our production base in Thailand, which commenced operations in April 2024. Our Thailand factory currently has a designed manufacturing capacity of 108 thousand EV chargers per year based on one eight hour shift per day and 25 working days per month to support the growing demand for our products in Southeast Asia, and we intend to continue to upgrade and expand its production lines to include more products as we scale our operations overseas.

  • 222 -

BUSINESS

Multi-Channel Distribution Enabling Effective Monetization

We have adopted an omni-channel marketing strategy, combining both online and offline channels to effectively enhance user engagement and loyalty, while also expanding diverse monetization avenues.

  • Established partnerships with automakers. Since inception, we gradually established stable partnerships with other top domestic and international automakers. During the Track Record Period, we provided smart home EV chargers and/or services to cover seven of the top ten mainstream automakers in China in terms of sales volume of EVs in 2024, according to Frost & Sullivan. Throughout the Track Record Period, the number of automakers we worked with remained steady and slightly increased from 16 in 2022 to 23 in the three months ended March 31, 2025 where all the top five customers in each year remained as our customers as of the Latest Practicable Date.

  • Expanding reach to retail customers. We reach customers through retail channels such as e-commerce platforms and distributors. We are one of the top three brands in terms of retail sales of home EV chargers on e-commerce platforms in 2022, 2023 and 2024, according to Frost & Sullivan. In 2022, we were honored as the Tmall (天貓) Automotive Annual Celebrity Recommended Brand. In 2024, our retail sales reached RMB75.2 million, remained relatively stable as compared to the retail sales of RMB52.9 million in 2023. We have self-operated stores across many major e-commerce platforms such as Amazon, Tmall (天貓), Douyin (抖音) and Youzan (有贊), and we plan to cover various international e-commerce platforms. Furthermore, through collaborations with distributors, we have placed our products such as automotive parts chain stores, enhancing brand exposure and expanding our market reach. During the Track Record Period, we witnessed a strong growth in our retail sales from RMB53.7 million in 2022 to RMB75.2 million in 2024, and further to RMB36.4 million in the three months ended March 31, 2025, evidencing our strengthening brand influence in retail markets.

  • Collaboration opportunities with energy companies. We actively seek to collaborate with large energy companies to explore future trends and business model innovations in the home energy management ecosystem. For example, we have established a partnership with a leading solar energy company in China to explore collaboration opportunities in the photovoltaic storage and V2E fields.

  • 223 -


BUSINESS

Diversified Digital Energy Management Services Enabled by Technology

We are committed to technology development and innovation. As of March 31, 2025, we owned 145 patents, including 42 invention patents, 135 software copyrights, and 141 registered trademarks, spanning across EV home charging field. Of the 42 invention patents held, 23 pertain to EV charging robot technologies, 10 relate to AC charging piles and V2G (Vehicle-to-grid) technologies, and 9 cover digital platform technologies. We participated in the formulation of three industry standards, including one national standard (EMC risk assessment, Part 4: System risk analysis method), one local standard (Smart Charging and Interaction Response Technology Requirements for EV Smart Chargers), and one group standard (General Requirements and Test Evaluation Methods for Information Security Technology of EV Home Charging Facilities). We have won numerous awards and designations in recognition of our technology innovation, such as one of the Shanghai Municipal Enterprise Technology Centers in 2023 and Top 20 in Shanghai High-Value Patent Operation Competition in 2022. For more details, please see "Awards and Recognitions."

To provide users with a more personalized and smart EV home charging experience, our digital platform offers charging services for our smart home EV charger users. It supports features such as plug-and-charge, anti-theft charging, and scheduled charging mode customization, which enhances charging safety. Additionally, the system records each charging session clearly, analyzing charging data from multiple dimensions, and calculating peak/off-peak charging periods to assist users in planning efficient and rational charging schedules. In the future, we aim to use smart home EV chargers as an entry point into a universe of digital home energy management. Through "hardware-software integration," we aim to provide these home energy management services based on vehicle-to-energy interactions, contributing to the development of a holistic digital energy ecosystem for homes around the world.

We are committed to innovation and are actively developing technologies and new products and services to address industry pain points and future trends. This relentless effort includes developing and upgrading advanced products such as EV charging robots and EMS solutions to tackle the challenges of limited supply of EV chargers and their installation and management complexity. We believe our research and development efforts will lay a solid technological foundation for future business expansion.

  • 224 -

BUSINESS

Insightful, and Experienced Management Team

Our founder, Dr. Huang Zhiming, who also serves as the Chairman of the Board, executive Director and chief executive officer, oversees our strategic planning, business and technology direction and operational management. He graduated from Tongji University with a bachelor's degree in automotive mechanical design and automation and previously worked at Shanghai Volkswagen and Shanghai Volkswagen Powertrain. Dr. Huang is also one of the visionary entrepreneurs in China's EV industry and was recognized as a "leading talent" in Shanghai in 2019. Under our founder's leadership, we were able to effectively navigate industry changes, and seize market opportunities since our inception. In addition to our founder, our senior management team includes:

Cao Guangyu

Executive President

  • Responsible for our business management, project management, research and development, supply chain management manufacturing and quality control
  • Former chief engineer at Shanghai Embedded System Research Institute
  • Ph.D. degree in mechanical manufacturing and automation from Harbin Institute of Technology, and a postdoctoral fellow at Shanghai Academy of Spaceflight Technology

Luo Tao

Senior Vice President, Chief Digital Officer

  • Responsible for our overall development and management of digitalization
  • Served at IBM and Hitachi with over twenty years of experience in IT consulting services and project implementation

Li Xinrui

Senior Vice President

  • Worked at well-known investment institutions with over two decades of experience in corporate management and investment financing and operations
  • EMBA from Peking University

OUR STRATEGIES

We are committed to making our products, platform, and services more global and more digitized through the following development strategies.


BUSINESS

Accelerate Global Expansion for Market Leadership

We plan to establish localized manufacturing facilities and service networks in selected overseas markets to support the global expansion of Chinese EV brands. This approach will accelerate our penetration into high-margin markets, including Europe, and large emerging markets across Southeast Asia, South America, and the Middle East, enabling a seamless manufacturing-to-sales chain for our branded products and services. Currently, our European and U.S. standards products are primarily sold in Thailand, Brazil, Australia, Malaysia and Indonesia. Key aspects of our overseas expansion strategy include:

  • Product globalization. Continually enhance the design and manufacturing of smart home EV chargers and solutions tailored to the needs of international markets.
  • Service network expansion. Build localized service centers to provide timely and efficient installation and after-sales support for overseas customers. We plan to collaborate with local service providers and leverage our digital platform to enhance our international customer support team's capabilities, delivering an exceptional service experience to users worldwide.
  • Overseas manufacturing facilities. Establish manufacturing bases in selected overseas markets to serve key regions. Our Thailand facility, operational since April 2024, has an annual designed manufacturing capacity of 108,000 EV chargers based on one eight-hour shift per day and 25 working days per month, which will serve as the hub for Southeast Asia. Additional manufacturing bases are planned for the Middle East, Europe and North America to support these high-growth markets.
  • Brand development. Strengthen global brand awareness by increasing promotional efforts for our branded products and services. By showcasing our advanced charging solutions in partnership with Chinese automakers, we aim to build consumer trust and enhance our brand's reputation in overseas markets, establishing a foundation for sustainable international growth.
  • Independent market engagement. Focus on independently entering overseas markets to reduce reliance on automaker channels. This includes deploying targeted marketing strategies, cultivating direct relationships with local distributors, and forming strategic partnerships with key regional stakeholders. Our competitive advantage lies in our ability to manufacture quality products at competitive prices and rapidly adapt our offerings to local market preferences, according to Frost & Sullivan. Supported by a strong customer service and support framework, this strategy will enhance brand recognition and loyalty, distinguishing us in markets with established competitors.

  • 226 -


BUSINESS

According to Frost & Sullivan, based on the number of cooperating automakers as of December 31, 2024, we hold a leading position in China's home EV charging market. We also have obtained all necessary product certifications required by local markets in multiple countries worldwide, including CE, UL, and TÜV certifications. The range of product certifications we hold is among the most comprehensive in China's home EV charger market. In addition, our home charging products are on par with leading companies in China in terms of protection rating, operating temperature, relative humidity, and operational altitude. However, we are able to offer these products at more competitive prices, which further enhances our competitive edge in the market.

Under our global expansion strategy, we are building localized manufacturing and service networks to accelerate entry into high-margin markets, strengthen brand recognition, and establish a seamless global manufacturing-to-sales chain for sustainable growth. For details, also see “— Business Sustainability and Path to Profitability — Path to Profitability — Proactively Seizing Industry Trends and Diversifying Revenue Opportunities by Expanding Sales Channel Amid Challenging Market Conditions — Rapid Expansion in Overseas Markets.”

Strengthen Retail Sales to Drive Sustainable Growth

We aim to expand our retail sales channels to capture higher-margin opportunities and reduce reliance on automaker-driven sales. This strategy leverages our established brand reputation and enables direct engagement with a broader consumer base across multiple markets. Key initiatives for strengthening retail sales include:

  • Multi-channel retail expansion. We will continue to grow our presence on leading e-commerce platforms, including Amazon, Tmall (天猫), Meituan (美團), Dianping (大眾點評), Douyin (抖音) and Youzan (有贊) and other e-commerce platforms overseas, while expanding to international platforms to reach a global consumer base. By focusing on digital retail channels, we not only broaden customer access but also gather valuable data insights to optimize customer engagement and refine product offerings.
  • Enhanced consumer experience. To create a seamless purchasing journey, we are integrating digital and physical touchpoints for a cohesive customer experience. This approach includes using our digital platform to streamline customer support and after-sales services, ensuring high satisfaction and brand loyalty.
  • Product differentiation and customization. We remain committed to developing products tailored for the retail market, focusing on smart EV home chargers with enhanced design, functionality, and value-added services. Offering differentiated products allows us to command higher price points and establish a distinctive market presence.

  • 227 -


BUSINESS

  • Strategic brand building for retail growth. We will implement targeted marketing initiatives to reinforce our brand identity and credibility in the retail sector. Through on-platform advertising, we aim to boost product recommendations, increase visibility, and drive sales on e-commerce platforms through paid traffic. In the future, we may also strategically employing digital advertising, influencer collaborations, and event sponsorships to drive brand awareness and consumer loyalty. Recognizing the need for cost efficiency, our brand-building investments will be carefully managed and aligned with our broader objective of optimizing marketing expenses.
  • Competitive pricing and value proposition. Our ability to offer competitively priced, quality products serves as a core advantage in retail markets. By leveraging efficient production processes and economies of scale, we ensure our pricing remains attractive without compromising product quality.

Together, these initiatives support a sustainable revenue model that enhances our gross profit margins and contributes to long-term growth and profitability across domestic and international markets. For details, also see “— Business Sustainability and Path to Profitability — Path to Profitability — Proactively Seizing Industry Trends and Diversifying Revenue Opportunities by Expanding Sales Channel Amid Challenging Market Conditions — Rapid Growth in Retail Sales of EV Chargers.”

Innovate Product Development for Enhanced Profitability

To strengthen profitability and maintain a competitive edge, we focus on advancing high-margin products and expanding our suite of intelligent energy solutions. This strategy leverages both new product launches and continuous technological innovation to create a differentiated market presence. Key components of our approach to innovative product development include:

  • Launch of advanced products. In 2024, we introduced advanced products with strong revenue potential, including EV charging robots and EMS solutions. These products offer enhanced profit margins and align with growing consumer demand for intelligent, integrated energy solutions.
  • Intelligent and autonomous technologies. Our R&D efforts prioritize advancing product intelligence, particularly in autonomous charging. We are investing in technologies that support autonomous driving developments, aiming to create a fully automated charging experience, from vehicle navigation and parking to hands-free charging. These innovations enhance user convenience while positioning us at the forefront of future energy management trends.

  • 228 -


BUSINESS

  • Cutting-edge energy management initiatives. We are also exploring advanced energy management models and technologies, such as V2H/V2E capabilities that allow EVs to feed stored battery energy back to the grid. By enhancing our technology reserves in this area, we enable more flexible energy management solutions, maximize the use of renewable energy, and deliver more stable, efficient power management services to users.

  • Smart home energy management system expansion. Building on our proprietary digital platform, we are expanding functionalities to create a comprehensive home energy management ecosystem. Our current platform supports advanced features such as data visualization, remote operation and control, smart charging and discharging, real-time alerts, and fault diagnosis. We plan to integrate smart home EV chargers and devices like home energy storage controllers as gateways to this system, laying the groundwork for the inclusion of V2H/V2E capabilities. These developments will position us to enter emerging markets in green electricity and carbon credit aggregation.

This focus on high-margin, innovative products and continuous technological improvement not only bolsters our profitability but also strengthens our competitive position in the rapidly evolving digital energy management market. For details, also see “— Business Sustainability and Path to Profitability — Path to Profitability — Diversifying our product portfolio to promote higher-margin offerings to drive long-term growth.”

Optimize Cost Structure to Boost Profit Margins

Our strategy to enhance profitability includes rigorous cost management and operational efficiency improvements, aimed at reducing overhead and maximizing resource utilization. Key initiatives for optimizing our cost structure include:

  • Economies of scale. As production volumes grow, we are leveraging economies of scale to spread fixed costs over a larger output, thus reducing per-unit expenses and improving profitability. Increased production capacity also enables us to maintain competitive pricing while preserving margin integrity.

  • Targeted cost reductions. Our cost-reduction strategy emphasizes identifying and eliminating redundant expenses while preserving essential growth initiatives. Since 2023, regular management reviews have been implemented to analyze and address areas of inefficiency, allowing us to adopt specific action plans that balance cost-saving with operational needs.

– 229 –


BUSINESS

  • Efficient resource management in R&D. We prioritize cost-effective R&D investments by recruiting talent in lower-cost regions and strategically focusing on high-impact technologies, such as EV charging robots and EMS solutions. In operations, energy-saving initiatives and waste reduction programs further contribute to cost control, improving overall profitability.
  • Sales and marketing expense optimization. To improve return on marketing investment, we have streamlined our marketing strategies to focus on high-impact campaigns and digital channels. By aligning marketing spend with core brand objectives, we aim to reduce costs while maintaining effective market engagement. Personnel costs in sales have also been refined, with emphasis on performance-based compensation models and enhanced efficiency.
  • General and administrative expense reductions. We are systematically optimizing our administrative structure by reducing redundancies and implementing digital solutions to streamline workflows. Enhanced budget management and resource conservation efforts, including initiatives to cut utility costs and promote a paperless environment, also contribute to long-term savings.

Through these cost-optimization measures, we aim to improve our overall cost structure and enhance profit margins, positioning the company for sustainable growth and long-term financial stability. For details, also see “— Business Sustainability and Path to Profitability — Path to Profitability — Efficient Management of Operating Expenses.”

INTEGRATED EV HOME CHARGING SOLUTIONS

Our integrated EV home charging solutions encompass a blend of our product offerings and service offerings, which are seamlessly integrated to enable EV owners to efficiently manage their EV home charging and household energy management needs.

  • Our product offerings include smart home EV chargers that allow our users to charge their EVs conveniently, efficiently, and safely, as well as related accessories. We have also launched advanced products with higher gross profit margin and strong revenue potential, such as EV charging robots and EMS solutions, in 2024, to provide a wider range of product options.
  • Supported by our digital platform and service network, we also provide services, including EV charger installation and after-sales services, community shared charging and digital energy management services, to help users effortlessly integrate our products and services as part of their home energy management.

  • 230 -


BUSINESS

We sell our smart home EV chargers through diversified channels, including direct sales to leading automakers, direct sales to retail customers, and sales to end customers through third-party distributors. During the Track Record Period, we delivered a total of 1.3 million EV chargers and completed a total of 1.3 million installation and after-sales service tasks. The table below sets forth a breakdown during the periods indicated.

Year Ended December 31, Three Months ended March 31, Total Number During the Track Record Period
2022 2023 2024 2024 2025
Smart home EV chargers 484,771 313,335 351,112 80,059 183,287 1,332,505
Installation and after-sales service tasks 257,600 404,396 463,018 92,978 135,525 1,260,539

The following table sets forth a breakdown of our revenues generated from sales of products and provision of services during the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
By nature
Sales of products 407,434 58.5 320,943 47.8 304,537 51.3 76,365 49.0 145,521 67.0
Provision of services 289,626 41.5 349,790 52.2 288,871 48.7 79,337 51.0 71,581 33.0
Total 697,060 100.0 670,733 100.0 593,408 100.0 155,702 100.0 217,102 100.0

OUR PRODUCT OFFERINGS

Over the years, we have developed various quality models of smart home EV chargers and accessories catering to customer's EV home charging needs. We manufacture our smart home EV chargers either for sales by automakers as part of their vehicles sold to their customers, or under our own brand sold to users through our self-operated retail channels and third-party distributors. Based on our deep understanding of automakers' specifications, we are capable of customizing our smart home EV chargers to specific requirements. Substantially all of our revenues generated from our product offerings were derived from sales of smart home EV chargers during the Track Record Period. We have also developed advanced products with higher gross profit margin and strong revenue potential, including EV charging robots and EMS solutions.


BUSINESS

Smart Home EV Chargers

Our smart home EV chargers are designed to make home charging convenient, efficient and safe. Catering to household charging needs, these smart home EV chargers are compact, easy to install and use, and compatible with all major models of EVs. They offer a range of charging modes, all of which can be controlled via mobile apps for real-time monitoring and management around the clock.

Safety drives our product design process. Thus, we equip our smart home EV chargers with charging protection and features that enable our users to monitor, review and analyze the household's electricity usage environment, providing timely warnings for any abnormalities and improving overall usage efficiency.

Our smart home EV chargers are also digitally smart — they offer users detailed charging records and data analysis, helping users understand their charging habits and plan for charging activities more efficiently.

For smart home EV chargers ordered by automakers, we provide customized functions and designs tailored based on their specific needs. For example, we customized functions to several of our key customers, including but not limited to those that allow users to open the charger cover with a single touch via Bluetooth, enhancing user convenience; and that provide real-time updates on the battery level while the EV is charging, keeping users informed about the charging progress.

  • 232 -

BUSINESS

The following table sets forth our major smart home EV chargers and their key parameters and functions.

Product Picture Product Name Parameters Functions Suggested Retail Price Range
img-0.jpeg Pioneer (開拓者) • Chinese standard
• Dimensions: 310 mm * 210 mm * 90 mm
• Normal working environment temperature: -20°C~50°C
• Rated input AC voltage: 220/380V
• Rated input/output current: 32A
• Output power: 11/22 kw
(Assuming a vehicle with a 70 kWh battery, it would require nearly 10 hours to fully charge using a 7 kw charging station. Alternatively, with a 21 kw charging station, the charging time could be reduced to just over 3 hours. Typically, a passenger vehicle with a 70 kWh battery can achieve a driving range of approximately 400 to 550 kilometers.) • App smart control, real-time grasp of charging status
• Customizable personal panel
• Scheduled charging/Bluetooth charging/remote charging
• WIFI connection
• Charging protection
• Anti-theft mode
• Plug and charge mode
• Audio reminder RMB4,398
  • 233 -

BUSINESS

Product Picture Product Name Parameters Functions Suggested Retail Price Range
img-1.jpeg Guardian (守護者) • Chinese/European standards
• Dimensions: 310 mm * 214 mm * 90 mm
• Normal working environment temperature: -20°C~55°C
• Rated input AC voltage: 220V
• Rated input/output current: 16/32A
• Output power: 7 kw • System online update
• Bluetooth charging
• WIFI connection RMB1,998 – RMB2,319
img-2.jpeg King Kong (金剛) • Chinese/U.S./ European standards
• Dimensions: 420 mm * 251 mm * 145 mm
• Normal working environment temperature: -40°C~66°C
• Rated input AC voltage: 165~265V
• Rated input/output current: 16/32A
• Output power: 7 kw • System online update
• Bluetooth charging
• WIFI connection RMB2,799
img-3.jpeg Challenger (挑戰者) • Chinese standard
• Dimensions: 310 mm * 214 mm * 90 mm
• Normal working environment temperature: -20°C~55°C
• Rated input AC voltage: 220V
• Rated input/output current: 16/32A
• Output power: 7 kw • System online update
• Bluetooth charging
• WIFI connection RMB2,132 – RMB2,399

– 234 –


BUSINESS

Product Picture Product Name Parameters Functions Suggested Retail Price Range
Pioneer (開拓者)
Ultra • Chinese standard
• Dimensions: 334 mm * 234 mm * 118 mm
• Normal working environment temperature: -20°C~50°C
• Rated input AC voltage: 220V
• Rated input/output current: 32A
• Output power: 7KW • App smart control, real-time grasp of charging status
• Customizable personal panel
• Scheduled charging/Bluetooth charging/remote charging
• Plug and charge mode
• Temperature monitoring
• OTA (Over-the-Air) updates
• Auto power-off
• Water and dust resistance RMB4,698
• Chinese standard
• Dimensions: 353 mm * 215 mm * 129 mm
• Normal working environment temperature: -20°C~50°C
• Rated input AC voltage: 220V/380V
• Rated input/output current: 32A
• Output power: 7KW/21KW • App smart control, real-time grasp of charging status
• Scheduled charging/Bluetooth charging/remote charging
• Plug and charge mode
• Temperature monitoring
• OTA (Over-the-Air) updates
• Auto power-off
• Water and dust resistance RMB3,198 – RMB5,398

Besides traditional EV chargers, we are developing and upgrading a series of advanced products that we believe will enable us to continue lead the industry development and meet consumers' needs for EV home charging and beyond, with higher gross profit margin and strong revenue potential.

  • 235 -

BUSINESS

EV Charging Robots

We launched the sales of EV charging robot product in January 2024. We started generating revenue from sales of EV charging robots in 2024 and we generated revenue of RMB4.1 million in 2024. In the three months ended March 31, 2025, we have delivered 10 units of EV charging robots, generating revenue of RMB1.9 million in the same period, representing a significant increase from revenue of RMB0.6 million generated in the three months ended March 31, 2024. The average selling price was approximately RMB188,200. The following pictures illustrate our EV charging robots. Our EV charging robots are well positioned to serve a diverse range of customers, including autonomous driving solutions providers, energy station operators, specialty vehicle manufacturers, and public infrastructure management companies.

img-4.jpeg

img-5.jpeg

img-6.jpeg

img-7.jpeg

We believe that these autonomous and mobile EV charging robots represent a significant advancement in charging technology. These robots are engineered to be able to locate a user's vehicle and initiate the charging process autonomously, providing a charging solution to situations where manual operations may not be feasible or desirable such as in an automated parking lot. In the design of our EV charging robots, we not only maintain the standard functions consistent with our smart home EV charger products, but also introduce their own unique features, including the visual positioning capacity which is capable of accurately locating the vehicle and the charging connector, as well as the automatic connection feature that enables the EV charging robots to grasp the charging gun and connect it automatically to the vehicle.

  • 236 -

BUSINESS

EMS Solutions

Our EMS (Energy Management System) solutions integrate advanced hardware and intelligent software to enable efficient energy management. The system utilizes photovoltaic panels to convert solar energy into electricity, which is stored in energy storage systems and used for EV charging. By efficiently managing energy generation, storage, and usage, the system reduces grid reliance and provides sustainable energy solutions for both households and EVs. While we manufacture EV chargers in-house and source other hardware customized with our logos from suppliers, our EMS software plays a critical role in optimizing energy generation, storage, and usage for seamless and efficient management. Our EMS solution lays the foundation for our fully developed future product Comprehensive Home Energy Solution, designed to deliver holistic and sustainable energy management.

We launched our first EMS solution product in September 2024, which we have not recognized revenue during the Track Record Period. The following pictures illustrate the key hardwares in our EMS solutions.

img-8.jpeg
Photovoltaic Modules

img-9.jpeg
EV Charger

img-10.jpeg
Energy Storage Battery

img-11.jpeg
Hybrid Inverter

EV Home Charging Accessories

In addition to smart home EV chargers, we also offer accessories that enhances EV home charging experience or support the smart home EV charger installation. Our EV home charging accessories mainly include portable EV chargers designed to charge EVs through regular power plugs when stationed. EV chargers are not available, which are perfectly adaptable to our users' diversified travel needs. These EV chargers are portable and durable, engineered to be easy to carry around, and are capable of withstanding different outdoor weather conditions that users may encounter during their travels. They offer a variety of charging modes and safety features. As a result, even when users are away from home, they can enjoy the same level of convenience, efficiency, safety, and a more personalized charging experience.

  • 237 -

BUSINESS

The following pictures illustrate our portable EV chargers.

img-12.jpeg

img-13.jpeg

OUR SERVICE OFFERINGS

As part of our integrated EV home charging solutions and complementary to our products, we offer services to users to help them to unlock the full potential of our product offerings. Such service offerings include EV charger installation and after-sales services provided through third-party service providers connected through our digital platform. Through corporate service providers, we assist users in effortlessly setting up and maintaining their smart home EV chargers. In addition, we also provide a growing range of digital home energy management services, which encompass data analytics, safe charging, and other digital functions that enable users to manage their daily EV home charging and home energy management needs more effectively. These services also include providing users with community shared charging through our apps and mini-program. During the Track Record Period, substantially all of the revenues we generated from services were derived from providing users with EV charger installation and after-sales services.

EV Charger Installation and After-Sales Services

After users place an installation and after-sales service order and upon product delivery, our digital platform will assign a third-party service provider to fulfill the installation and after-sales service order. These third-party installation professionals will then be swiftly assigned the order to contact users for on-site installation. The installation and after-sales services are provided under our brand name. Depending on where they purchased our smart home EV chargers, users can either place an installation and after-sales service order through the automakers, distributors or directly with us. In case of any product malfunction, our service providers will be available to provide prompt on-site inspection and repair services. We also offer a 24/7, year-round service hotline to all of our users, where our dedicated customer support staff is prepared to assist our users with any inquiries or issues they may have with their EV chargers.

  • 238 -

BUSINESS

During the Track Record Period, we had fulfilled 1.3 million installation and after-sales tasks. During the Track Record Period, we charge a price ranging from RMB510.2 to RMB1,084.8 for the installation and after-sales tasks, depending on the nature and cost of such tasks. We charge our users for installation and after-sales services by each installation and after-sales order, and the price may vary depending on the installation difficulty and complexity. After-sales services are generally included in our product warranty and we generally do not charge for repair and other maintenance services provided to users within the warranty period.

Our digital platform connected over 104 third-party installation and after-sales service providers serving over 360 cities in China as of March 31, 2025. Through this vast network, we offer users localized and quality on-site services. We select third-party installation and after-sales service providers whom we believe have the required qualifications and capabilities, and we consider factors such as their business scopes, locations, track records and their licenses and permits. We require third-party installation and after-sales service providers to be equipped with at least one of the following licenses and/or qualifications: (i) electric power facility permit; (ii) building electromechanical installation qualification; (iii) electromechanical installation qualification; (iv) electromechanical engineering construction qualification; (v) construction engineering construction qualification; and (vi) electric power engineering construction qualification. All installation professionals engaged by such service providers must hold the electrician's operation certificate. In delivery of our services, our service providers are required to uphold high standards of service quality in accordance with our uniform management guidelines. The key advantages of our installation and after-sales services include:

  • Quality control. We are committed to use quality material and adhere to professional, standardized installation techniques.
  • Rigorous audit management. Our advanced service order management system allows us to conduct over 40 different installation audits.
  • Efficient process oversight. We maintain a digital record of all installation details, enabling real-time tracking of installation progress and the traceability of post-sales quality assurance.
  • Extensive network coverage. As of March 31, 2025, we connected over 104 third-party installation and after-sales service providers serving over 360 cities in China.

  • 239 -


BUSINESS

We pride ourselves in our efficient communications, transparent pricing, and professionalism throughout the EV charger installation process. The third-party connected via our digital platform are required to obtain all required qualifications to install EV chargers on residential properties. Once we receive an order from the user, we will accept and assign the order in our internal system. Our service provider will then contact the user to make an appointment for the on-site inspection of the installation conditions, and will then install the EV charger at the time confirmed with the user. The installation process generally takes around seven days from receipt of installation of request to completion of installation. Our seamless installation and after-sales services include the following steps:

  • Efficient scheduling. Upon installation order placement, our customer service team will proactively reach out within 48 hours to verify installation conditions and, if met, schedule an on-site appointment.
  • Proactive communications. We facilitate early discussions between users and property management regarding installation permissions, the power capacity of the charging station, and the necessary qualification materials required.
  • Electric meter application. We assist users in the application for an electric meter from the power company, facilitating the preparation of necessary documentation including proof of parking space usage, identity verification, property certification, and construction permission. The installation of the electric meter is carried out by the power company or a designated third party.
  • Professional installation. The installation professionals prepare a breakdown of all potential fees for users' review and commence work after users' confirmation. Depending on the model of EV chargers, the installation professionals will assemble the components of our products, including but not limited to the EV charger body, hanging plate, charging cable, gun cable, and power cable, and secure them in the location specified by the customer. The installation process is generally completed within the same day. After the installation, we conduct a thorough electricity test to ensure optimal operation.

Our installation service customers comprise both individual and enterprise customers. Individual customers typically obtain installation services through multiple channels, including packages offered by EV automakers, direct retail sales by our company, and referrals from distributors. Enterprise clients include EV automakers for their own 4S dealerships, automobile dealers and real estate developers.

  • 240 -

BUSINESS

The contracts for our installation services for both individual and enterprise customers primarily specify:

  • the installation completion date
  • the number of chargers to be installed and technical specifications and models of the chargers
  • the specific location and environmental conditions under which installation services are to be performed
  • customer shall be obligated to complete the acceptance inspection of the installation and remit any outstanding payment within the period stipulated in the contract, which shall typically be no later than seven days following acceptance of the installation
  • a warranty period of two years commencing from the date of acceptance

Digital Home Energy Management Services

We offer a growing matrix of services designed to digitally transform EV home charging and home energy management. These digital services allow users to remotely monitor, review and control EV home charging activities, as well as to locate and charge their vehicles through publicly available EV chargers. We currently provide our digital home energy management solutions mainly through our Zhida App and Alipay mini-program. The following screenshots show the interfaces and main functions of our Zhida App and Alipay mini-program.

img-14.jpeg

img-15.jpeg

img-16.jpeg


BUSINESS

img-17.jpeg
Zhida App

img-18.jpeg

img-19.jpeg

img-20.jpeg

img-21.jpeg

Alipay Mini-Program

  • 242 -

BUSINESS

Our user-facing Zhida App is designed to ensure users enjoy the convenience and efficiency in managing their energy needs:

  • Community shared charging. We allow users to share their own EV home charging chargers with friends and neighbors, thus fostering a collaborative and supportive network that further promotes the use of our smart home EV chargers and energy management services. In addition, we operate EV chargers for public's use and provide users, through our app and mini-program, with relevant information of nearby charging facilities, real-time charging availability, charging costs, and estimated charging durations, ensuring a seamless and efficient charging experience. As of December 31, 2022, 2023, 2024 and March 31, 2025, we operated 278, 282, 251 and 251 public charging stations, respectively. As of the Latest Practicable Date, we operated 254 public chargers. During the Track Record Period, revenue generated from public chargers under our provision of services were RMB2.3 million, RMB9.1 million, RMB8.1 million, RMB2.1 million in 2022, 2023, 2024 and three months ended March 31, 2025, respectively, accounting for approximately $0.3\%$ , $1.4\%$ , $1.4\%$ , $1.0\%$ of our total revenue for the same period, respectively. We currently do not charge our users for the use of our family and neighbor sharing services, and we charge our users service fees for the use of the public charging stations operated by us based on their actual energy consumptions when using such public chargers, rather than based on the services provided through our mobile app.

Our network of 254 public chargers was established through partnerships with property management companies and transportation operation companies without biding process. In Shanghai, we primarily focus on destination charging stations within residential communities and office buildings, identifying suitable sites through property management companies. In Sanming, Fujian, our charging stations mainly serve public bus companies and have been developed in collaboration with transportation operation companies. We acted as a public charger operator, responsible for maintaining the public chargers which were manufactured by us. We received a share of the revenue from property management companies and public transportation companies, based on either: (i) a service fee of RMB0.1 to RMB0.2 per unit of actual energy consumed, or (ii) a $10\%$ to $15\%$ share of the total revenue generated from the public chargers. The property management companies and public transportation companies were responsible for customer acquisition strategies.

  • Home charging control. We support a variety of customizable charging modes such as plug-and-play, anti-theft charging, and scheduled charging, along with a Bluetooth-based seamless offline mode. These settings empower users to tailor their charging process to fit their individual needs and preferences. In addition, safety is paramount to EV home charging at home, and we are vigilant in monitoring and analyzing the electrical environment to identify and eliminate any potential hazards and safety risks by providing timely warnings for all types of anomalies to users. We currently do not charge our users for the use of our home charging control services.

  • 243 -


BUSINESS

In providing these home energy management services, our app and mini-program are capable of recording every charging transaction to offer users a clear view of the charging data. In particular, our app and mini-program provide multi-dimensional analysis of charging patterns, including peak and off-peak charging periods, enabling users to devise more efficient and rational charging plans.

Our Future Services: V2H/V2E Services

In addition, we have been constantly advancing the development of core technologies in the V2H/V2E field, which could position us to reshape household energy management for tens of millions of families in the future. Our EMS solutions showcase our efforts in application of V2H/V2E services. We believe that our digital energy management technology will equip our smart home EV chargers with V2H/V2E charging and discharging capabilities. In the future, as our V2H/V2E and other energy technologies continue to advance, we will further enrich our service portfolios through upgrades to our existing platform-based services, including home charging control and community shared charging, and in the long run, through introduction of new energy management services including facilitation of electricity trading and carbon credits aggregation.

OUR DIGITAL PLATFORM

To seamlessly integrate our products and services and provide users with a digital home energy management solution, we have built and are continuously developing a digital platform that supports EV charger installation and community shared charging. Through deployment of reliable third-party service providers through this digital platform, we ensure the timely accessibility and sharing of information by and among us, automakers, users, and service providers, which significantly enhances service quality and efficiency. Leveraging platform-supported community shared charging service, we enable users to locate available EV chargers with ease and promote the sharing of charging resources, thereby optimizing the efficient use of existing infrastructure and contributing to a sustainable EV ecosystem. Our digital platform is strictly segregated for China and overseas markets in compliance with relevant laws and regulations in data security and privacy protection.

In the long run, besides supporting home charging control and community shared charging as we currently provide to our users mainly through Zhida App and Alipay mini-program, this digital platform will also serve as the essential hub and gateway for the collection, processing, and analysis of relevant data that serve as the soil for the development of additional digital home energy management services. Essentially, this platform fosters an interactive V2H/V2E ecosystem that is powered by IoT technologies and is centered around and connects our smart home EV chargers with the vehicles and homes they serve. By controlling and managing the use of our smart home EV chargers, users benefit from the digital transformation of digital home energy management that incorporates an expanding range of technology-driven features such as charging and discharging setups, real-time energy analysis, instant alerts, remote operation, and energy consumption scheduling.

  • 244 -

BUSINESS

Installation and After-sales Service Provider Assigning and Monitoring

Through our digital platform, we connect with third-party service providers and empower our service network through a centralized assigning and monitoring system. This system is operated on two distinct ends — the service provider end and the administration end. With this end-to-end management approach, we are capable of delivering services consistently across the markets we serve.

The service provider end operates via both a web-based terminal and an application-based terminal. The web-based terminal is primarily designed to facilitate effective management for service providers. The application-based terminal has some overlapping functions as the web-based terminal, while it is also tailored to maximize the convenience of installation professionals who work for the service providers, enabling efficient usage while on the move.

Our administration end serves a different purpose. It aids us in overseeing the installation and after-sales service and all its participants in a comprehensive manner, ensuring smooth operation and coordination.

Service Provider End

This system empowers service providers to manage their installation professionals effectively. It provides order management tools that assist in tracking and handling orders, including delegating tasks to specific installation professionals, monitoring installation process, managing order confirmations and overseeing service quality surveys. The system features a to-do list, aiding service providers in enhancing their service delivery and operational efficiency.

Administration End

Our digital assigning and monitoring system serves as an indispensable instrument for managing orders and fostering customer relationships. It enables us to oversee the capacity of service providers, and to gather and summarize orders from various sources, including automakers, distributors, and e-commerce platforms. It allows us to keep track of the various service providers we work with, verify their qualification, monitor their performance, and ensure they meet our standards of service. The system generates a monthly evaluation report for each service provider, which is differentiated based on the service provider's distinct profile and geographical area. The system also facilitates communication between us and the service providers by streamlining the management of order details, making it easy to provide feedback, address issues, and ensure that our users receive the best possible service. The following screenshots show the service provider management summary page.


BUSINESS

img-22.jpeg

img-23.jpeg

The system is also designed to collect, process, and analyze data and information that are relevant to our business partners, such as automakers and distributors, and ultimately the households they serve. It provides a centralized platform for managing installation orders from these business partners, as well as from users from e-commerce platforms, by summarizing order details, tracking order progress, and facilitating communications between all parties involved. The following screenshot shows the customer management page of automakers from the administration end.

img-24.jpeg


BUSINESS

Moreover, the system streamlines the process from order placement to delivery, presenting pending orders, orders awaiting review, and due orders. It tracks our stock levels in real time, helping us maintain optimal inventory. The following screenshots show the order management page and inventory summary page from our end.

img-25.jpeg

img-26.jpeg

Support of Community Shared Charging Services

Through our digital platform, we support community shared charging, enabling users to effortlessly locate and share the use of EV chargers. Our digital platform effectively presents and manages relevant information about nearby charging facilities, real-time charging availability, charging costs, and estimated charging durations, which empowers us to provide users a seamless and efficient shared charging experience.

Our digital platform displays charging stations we operate. It details the quantity and variety of EV chargers at each station, along with the associated charging costs. Furthermore, it facilitates the management of public charging orders, maintaining records of order numbers, EV charger identification numbers, user contact information, and other pertinent details. The following screenshots show the EV charger station analysis page.


BUSINESS

img-27.jpeg

The following screenshots show the EV charger station management page.

img-28.jpeg

The following screenshots show the public charging order management page.

img-29.jpeg


BUSINESS

Information Dissemination and Service Fee Settlement on the Digital Platform

Information dissemination on our digital platform is “closed”, primarily involving information necessary for installation and after-sales services and public charging station services. For instance, for public charging station services, the information shared on our digital platform among users is restricted to the necessary information to facilitate the charging service such as the locations of public charging stations, physical state of chargers, available charging interfaces, and prices. This information serves as auxiliary data directly related to the operation of public charging stations and is not intended as a profit-driven information service. Unlike traditional information services, such as news websites or social media, the information dissemination on our platform has a clear and limited purpose to ensure the smooth progress of charging services. Information can be disseminated from the user side to the platform’s back end, and from the platform’s back end to the platform, all of which can be publicly displayed on our platform. The operation of our digital platform does not involve large-scale, public-oriented information dissemination, nor does it include the editing or processing of information for commercial gain.

Our digital platform does not charge service fee for any functions on the digital platform supporting EV charger installation and after-sales services, the use of family and neighbor sharing services or the use of the public charging stations. Users are able to settle fees online for the installation and after-sales or charging services via our digital platform, and make payments through third-party platforms such as Alipay and WeChat Pay. The payments are not processed by our digital platform. For EV charger installation and after-sales services, users submit their requests through the platform, receive a quote based on their specific requirements, and confirm the service. Our digital platform primarily serves as a channel for service requests and fee transmission, without engaging in operations related to value-added telecommunications services. For the use of public charging stations, users select their desired charging services on the digital platform, connect to the chargers offline, and complete the charging process. The system automatically calculates the fee based on the amount of electricity used and the preset unit price. Our digital platform’s role is limited to transmitting relevant charging data for fee calculation and does not engage in financial operations, such as fund transfers or account management, or activities related to value-added telecommunications services. For the use of family and neighbor sharing services, generally there are no service fee settlements or payments involved.

Our PRC Legal Advisor is of the view that the operation of our digital platform does not require any ICP and/or EDI licenses. According to the Administrative Measures on Internet-based Information Services (《互聯網資訊服務管理辦法》) (the “Measures”), Internet-based information services are divided into services of a commercial nature and services of a non-commercial nature. If a company does not provide Internet-based information services of a commercial nature, its operation does not require any ICP and/or EDI Licenses. Our digital platform does not charge service fee for supporting EV charger installation and after-sales services, the use of family and neighbor sharing services or the use of the public charging stations. Therefore, our PRC Legal Advisor is of the view that we do not provide Internet-based information services of a commercial nature. In addition, the operation of the Group’s digital

  • 249 -

BUSINESS

platform does not involve any online data processing and transaction processing business. Specifically, our PRC Legal Advisor is of the view that our operation of public charging stations focuses on the supply of electricity and management of related public charging stations. Transaction processing for charging services, such as user selecting charging stations, viewing charging status and tracking charging duration, relates directly to the physical use of public chargers, not to the in-depth processing of Internet information, organization of multi-party communications, or large-scale information distribution. The primary business of public charging services is the operation of charging equipment, which serves as an expansion of sales channels, and users cannot communicate with each other. Therefore, our PRC Legal Advisor is of the view that our operation of public charging stations does not involve traditional value-added telecommunications services such as online data processing (B21), multiparty communications (B22), or information services (B25). Considering the aforementioned facts and the confirmations from the competent authorities that the services provided by the digital platform are not considered as Internet-based information services of a commercial nature, our PRC Legal Advisor is of the view that the operation of the Group's digital platform does not require any ICP and/or EDI Licenses.

Notwithstanding the Group's utilization of online mini-programs and mobile applications for its public charging pile operations, no user information interchange occurs through these platforms, and all fee collections are exclusively processed via third-party payment gateways; between May and December 2024, the Group and the PRC legal advisor conducted consultations with relevant regulatory authorities regarding potential ICP/EDI licensing obligations, including a consultation on 16 May 2024 with the Jiangsu Communications Administration via its officially designated hotline (Tel: 025-83666303) for value-added telecommunications business licences (https://jsca.miit.gov.cn), where the authority, whose identity and position remain undisclosed per standard protocol, confirmed the hotline's validity and explicitly stated that the Zhida APP/mini-program functions solely as an online conduit for offline physical services and payment processing, thereby falling outside the scope of ICP/EDI licensing requirements, and a further consultation on December 24, 2024 with the Shanghai Communications Administration via its officially designated hotline (Tel: 010-63905098) for licence applications (https://shca.miit.gov.cn), where the authority similarly confirmed the hotline's validity and explicitly determined that charging pile operations do not constitute value-added telecommunications services, negating any necessity for ICP/EDI licences, leading the PRC legal advisor to confirm based on these consultations that no ICP or EDI licences are required for the Group's digital platform operations.

  • 250 -

BUSINESS

BUSINESS SUSTAINABILITY AND PATH TO PROFITABILITY

We were loss-making during the Track Record Period. The following table sets forth certain financial data during the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB RMB RMB RMB RMB
(in thousands, except for percentages) (unaudited)
Revenue 697,060 670,733 593,408 155,702 217,102
Gross profit 142,074 137,534 88,575 35,339 35,784
Gross profit margin 20.4% 20.5% 14.9% 22.7% 16.5%
Operating expenses (155,409) (205,221) (274,168) (65,104) (50,204)
Net loss (25,147) (58,116) (235,897) (31,500) (17,078)
Net loss margin (3.6)% (8.7)% (39.8)% (20.2)% (7.9)%
Adjusted loss (Non-IFRS financial measure) (18,839) (52,333) (213,993) (17,244) (15,703)
Adjusted loss margin (Non-IFRS financial measure) (2.7%) (7.8)% (36,1)% (11.1)% (7.2)%
Net cash used in operating activities (133,215) (27,071) (115,574) (52,300) (67,924)

The following table sets forth a breakdown of our operating expenses, both in absolute amounts and as percentages of total revenues, for the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
Operating expense
Sales and marketing expenses 67,615 9.7 90,462 13.5 114,655 19.3 23,432 15.0 20,687 9.5
General and administrative expenses 53,695 7.7 73,657 11.0 103,936 17.5 29,897 19.2 15,923 7.3
Research and development expenses 34,099 4.9 41,102 6.1 55,577 9.4 11,775 7.6 13,594 6.3
Total 155,409 22.3 205,221 30.6 274,168 46.2 65,104 41.8 50,204 23.1

BUSINESS

During the Track Record Period, our loss was RMB25.1 million, RMB58.1 million and RMB235.9 million, respectively, in 2022, 2023 and 2024. In the three months ended March 31, 2024 and 2025, our loss was RMB31.5 million and RMB17.1 million, respectively. The increase in the loss from 2022 to 2023 was mainly due to the increase in operating expenses in relation to our business growth. The increase from 2023 to 2024 was mainly due to (i) the decrease in revenue primarily driven by the decrease in the sales of products, as automaker customers adjusted their procurement targets due to pricing pressures and strategic considerations, and (ii) the increase in operating expenses in relation to our business growth and the Global Offering. The decrease in our loss from the three months ended March 31, 2024 to the same period in 2025 was mainly due to (i) an increase in our revenue driven by our expansion to retail and overseas markets, as well as our continued partnership with key customers, and (ii) a decrease in our general and administrative expense as we implemented measures to enhance efficiency; partially offset by growing investments in new products such as EV charging robots and EMS solutions, along with our expansion into overseas markets, which have yet to generate substantial performance gains due to the time lag between investment and return. For detailed analysis, see "Financial Information — Description of Key Components of Consolidated Statements of Comprehensive Income — Revenue."

We used RMB133.2 million, RMB27.1 million, RMB115.6 million and RMB67.9 million in cash in 2022, 2023, 2024, and the three months ended March 31, 2025 for operating activities, respectively. The decrease in the cash used for operating activities from 2022 to 2023 was mainly due to an increase in trade and notes receivables, primarily due to our efforts in settlement of outstanding balance with relevant customers. The increase in the cash used for operating activities from 2023 to 2024 was primarily because of an increase in inventories and prepayments and in prepayments, other receivables, and other assets as a result of our business growth. The increase in the cash used for operating activities for the three months ended March 31, 2025 as compared to the same period in 2024 was mainly due to a significant increase in trade and notes receivable as we expanded our sales volume, see "Financial Information — Liquidity and Capital Resources — Net Cash Used in Operating Activities."

Reasons for Historical Loss

We commenced business since 2010, and as of January 1, 2021, we recorded accumulated losses of RMB190.1 million, based on our management accounts. During this period, we invested significant human and financial resources in product research and development and the expansion of sales channels, which enabled us to become a supplier to a growing number of China's leading automobile manufacturers. However, our revenue growth was significantly limited by the low penetration rate and sales volume of EVs in China until our business started to significantly scale as a result of the rapid adoption of EVs by Chinese consumers in 2021. As of March 31, 2025, we recorded accumulated losses of RMB338.6 million. We incurred net losses during the Track Record Period, primarily attributable to the following reasons:


BUSINESS

Market dynamics

According to Frost & Sullivan, as an established participant in the new energy industry in China, our growth trajectory aligns closely with the growth of the overall EV industry in China. Prior to 2020, the development of the EV vehicle industry was slow, with low penetration rates and a small market size, leading to the industry participants being in a loss-making state. According to statistics from Frost & Sullivan, the penetration rate of EV in China was 6.2% in 2020, with total sales volume of 1,245.7 thousand units. From 2021, development of the EV industry began to accelerate. According to Frost & Sullivan, the penetration rate of new energy vehicles in China rose from 15.5% in 2021 to 43.7% in 2024, with sales volume increasing from 3,334 thousand units in 2021 to 12,259 thousand units in 2024. However, according to Frost & Sullivan, beginning in mid-2023, China's EV industry faced excess production capacity and a pullback in government subsidies, triggering price wars among leading automakers that intensified through 2024. With relatively stronger bargaining power in price negotiations, EV automakers pushed part of this pricing pressure upstream, weighing on the home EV charger industry and related service providers. Geographically, the vast majority of our sales during the Track Record Period were generated domestically. The competitive landscape in China compelled us to keep our prices competitive to maintain our market share. In 2024, the capacity utilization rate in China's EV industry was 58.3%. The average selling price of EVs in China declined from RMB184,000 per unit in 2023 to RMB171,000 per unit in 2024, reflecting a year-over-year decrease of 7.1%. Due to the decline in the average selling price of EVs in China, the EV automakers have pushed part of the pricing pressure to upstream suppliers, including home EV charger manufacturers and related service providers, resulting in a decrease in the average selling price of home EV chargers in China by 8.7% from 2022 to 2024. Meanwhile, the average monthly wages of installation and maintenance workers in China's EV home charging solution market increased from RMB9,972 in 2022 to RMB11,257 in 2024, growing at a CAGR of 6.2%, which increased the costs of value-added service offerings and affected the profitability of home EV charger manufacturers and related service providers. As a result of these market dynamics, we experienced similar pricing pressures. Our average selling prices for EV chargers sold to automakers were RMB711.6, RMB839.1, and RMB697.9 in 2022, 2023, and 2024, respectively. Over the same periods, our average selling prices for services provided to automakers were RMB1,092.0, RMB832.0, and RMB586.9, respectively.

Gross profit margin fluctuations

Driven by prevailing market dynamics, we have, from time to time, accepted lower prices to maintain sales volume. Our gross profit was RMB142.1 million, RMB137.5 million, RMB88.6 million, RMB35.3 million and RMB35.8 million in 2022, 2023, 2024 and the three months ended March 31, 2024 and 2025, respectively. Our gross profit margin was 20.4%, 20.5%, 14.9%, 22.7% and 16.5% in 2022, 2023, 2024 and the three months ended March 31, 2024 and 2025, respectively. The fluctuations in gross profit margin were impacted by various market dynamics during the Track Record Period. During the Track Record Period, our revenue from sales to automakers accounted for a major portion of our total revenue. According to Frost & Sullivan, gross profit margins associated with sales to automakers tend to be lower due to


BUSINESS

their relatively strong bargaining power, compared to direct sales to retail customers and sales through distributors. For instance, in 2022, we experienced significant pricing pressure from Customer B, who exercised strong bargaining power, resulting in a reduction in the average selling price of our EV chargers. In mid-2023, amid intensified price competition among Chinese EV automakers, we lost a bid with Customer B, which led to a decline in sales volume. However, we did not face the same level of pricing pressure from Customer B in 2023, and as a result, the average selling price of our EV chargers increased during the year. Although we subsequently secured a new bid with Customer B in 2024, deliveries were postponed until 2025 due to changes within Customer B's tendering department. Against this backdrop of intensified price war among EV makers in 2024, we continue to experience notable ASP compression. In 2024, the average selling price of our EV chargers to automakers declined by 16.8%, while the average selling price for provision of services to automakers decreased by 29.4%. Specifically, in 2024, although we did not deliver any EV chargers to Customer B, we provided installation services to Customer B, which carry lower average selling prices. In addition, several of our EV automaker customers reduced the average selling prices for our EV chargers and provision of services during 2024.

Our financial performance during the Track Record Period was also affected by increased costs. Our cost of sales amounted to RMB555.0 million, RMB533.2 million and RMB504.8 million in 2022, 2023 and 2024, respectively, representing 79.6%, 79.5% and 85.1% of our revenues during the same periods. In the three months ended March 31, 2024 and 2025, our cost of sales amounted to RMB120.4 million and RMB181.3 million, respectively, representing 77.3% and 83.5% of our revenues during the same periods. Our cost of sales were mainly driven by the increase in sales volume of EV chargers and installation and after-sales services in line with our business growth and the increase in our team size to support our continued growth.

Increased operating expenses

Our operating expenses amounted to RMB155.4 million, RMB205.2 million and RMB274.2 million in 2022, 2023 and 2024, respectively, representing 22.3%, 30.6% and 46.2% of our revenues during the same periods, respectively. In the three months ended March 31, 2024 and 2025, our operating expenses amounted to RMB65.1 million and RMB50.2 million, respectively, representing 41.8% and 23.1% of our revenues during the same periods, respectively.

Sales and Marketing Expenses. During the Track Record Period, we made significant investments to expand into retail and overseas markets by recruiting qualified personnel and strengthening our marketing initiatives. The selling expenses were primarily driven by our continued efforts in expanding our sales and distribution channels as well as our after-sales customer support efforts, which led to increased promotional expenses and compensations to customer support staff. For example, during the Track Record Period, our marketing and advertisement expenses increased from RMB14.3 million in 2022 to RMB24.6 million in 2023 and further to RMB27.2 million in 2024. Our marketing and advertisement expenses were RMB4.9 million and RMB3.0 million for the three months ended March 31, 2024 and 2025.

  • 254 -

BUSINESS

In addition, our customer support expenses increased from RMB11.3 million in 2022 to RMB13.0 million in 2023 and further to RMB23.6 million in 2024, and from RMB3.3 million in the three months ended March 31, 2024 to RMB5.6 million in the same period in 2025. Despite the pricing pressures we faced in 2024, we remain committed to investing in sales and marketing initiatives to strengthen our presence in retail and overseas markets, positioning ourselves to secure a first-mover advantage.

Research and Development Expenses. In 2022, 2023, and 2024, our R&D expenses amounted to RMB34.1 million, RMB41.1 million and RMB55.6 million, representing 4.9%, 6.1% and 9.4% of our revenue, respectively. In the three months ended March 31, 2024 and 2025, our R&D expenses were RMB11.8 million and RMB13.6 million, representing 7.6% and 6.3% of our revenue, respectively. The increase in research and development expenses is primarily due to our continued investment in the design and development of quality products and innovative services to meet the evolving needs of our customers. We are investing in advanced products with higher gross profit margin and strong revenue potential like EV charging robots and EMS solutions, which are not subject to the same pricing pressures as EV chargers and offer strong growth opportunities. We launched the sales EV charging robots in January 2024 and we continue to invest in R&D in 2024 to refine our advanced products and solutions. These early-stage R&D costs are focused on new products, which have not yet fully translated into revenue but are expected to contribute in the future as they reach commercialization, and are essential for our future growth and competitiveness.

General and Administrative Expenses. In 2022, 2023, and 2024, our general and administrative expenses amounted to RMB53.7 million, RMB73.7 million and RMB103.9 million, respectively, representing 7.7%, 11.0% and 17.5% of our revenue. In the three months ended March 31, 2024 and 2025, our general and administrative expenses amounted to RMB29.9 million and RMB15.9 million, respectively, representing 19.2% and 7.3% of our revenue. The increased administrative expenses were largely due to the growth of our team size and the costs in relation to capital raising activities. These costs, combined with increased cost of sales, limited our ability to achieve profitability during the Track Record Period.

Path to Profitability

We are strategically navigating the path to profitability by leveraging a revenue model with growth potential and targeted cost management to maintain sustainable growth and gradually achieve profitability, to fully capture the opportunities in the rapidly developing EV home charging and green energy sectors. Specifically, we aim to achieve profitability by: (i) increasing revenue, developing and promoting new products, while optimizing our customer structure and global expansion; and (ii) efficiently managing costs and operating expenses.

  • 255 -

BUSINESS

Proactively seizing industry trends and diversifying revenue opportunities by expanding sales channel amid challenging market conditions.

In recent years, our traditional charger business operated in a highly competitive market, facing downward pricing pressure from major customers, particularly automakers who passed on part of the pricing pressure to their supply chain, thus intensifying the pricing pressure for us. From 2022 to 2024, our revenue decreased from RMB697.1 million to RMB593.4 million. Despite decrease in our revenue from 2022 to 2024, we believe that we have regained growth momentum with our strategic emphasis on enhancing our retail and distributor channel and overseas presence as well as advancing our technologies with higher gross margins. In the three months ended March 31, 2024 and 2025, our sales volume of EV chargers increased from 80.1 thousand to 183.3 thousand, respectively. We are strategically shifting away from our historical reliance on sales to automakers. In 2022, 2023, and 2024, our revenue from sales of EV chargers and provision of services to automakers accounted for 81.7%, 78.5% and 73.4% of our total revenue, respectively.

Rapid Growth in Retail Sales of EV Chargers

During the Track Record Period, as we continue to build our brand through effective marketing and distribution efforts, we are able to cover retail users through multiple channels domestically and internationally. We provide EV chargers directly to customers through various e-commerce platforms such as Amazon, Tmall (天貓), Meituan (美團), Dianping (大眾點評), Douyin (抖音) and Youzan (有贊) and plan to further expand internationally. In 2025, we also introduced new brand ambassadors to further enhance our brand awareness among retail customers.

During the Track Record Period, we were typically able to charge a higher price for retail sales compared to sales to automakers, which provided us with the potential to improve our overall gross margin. The average price based on the total number of products sold during the Track Record Period of retail sales was RMB1,290.8, which was around 74.5% higher than that of automakers at an average of RMB739.9. Although the average selling price in retail sales decreased from RMB1,376.7 for the three month ended March 31, 2024 to RMB905.1 for the three months ended March 31, 2025 amid e-commerce competition, sales volume increased significantly from 7.5 thousand to 40.2 thousand during the same period.

Since we first started retail sales through e-commerce platforms in China in 2020, our retail sales have experienced significant growth. In 2022, 2023, and 2024, our revenue from retail sales amounted to RMB53.7 million, RMB52.9 million and RMB75.2 million, representing 7.7%, 7.9% and 12.7% of our total revenue, respectively. In the three months ended March 31, 2024 and 2025, our revenue from retail sales amounted to RMB13.5 million and RMB36.4 million, respectively, representing 8.6% and 16.7% of our total revenue. We have strategically focused on expanding our retail channel since 2024, which led to a substantial increase in sales volume, from 22,282 units in 2023 to 45,988 units in 2024. This growth accelerated further as our sales volume for the three months ended March 31, 2025 reached 40,205 units, compared to 7,466 units during the same period in 2024. In light of the

  • 256 -

BUSINESS

higher margins and profitability of our retail sales, we expect retail sales to become an increasingly significant contributor to our total revenue. We are also implementing targeted advertising strategies, including social media promotions, to attract and engage retail customers. By broadening our geographical footprint and retail presence, we aim to unlock new opportunities for growth and market penetration. For details, also see “— Our Strategies — Strengthen Retail Sales to Drive Sustainable Growth.”

Expanding our distributorship to diversify sales channels

We charge a higher price in sales to distributors compared with sales to automakers despite the need to incentivize distributors by selling at a discount from the retail price. The average price based on the total number of products sold during the Track Record Period of distributors was RMB934.3, which was around 26.3% higher than that of automakers at an average of RMB739.9. We intend to continue expanding our network of distributors to capitalize on their marketing resources in regions less familiar to us such as Thailand and to optimize our capital expenditure.

End-users may prefer to purchase our home EV chargers through retailers or distributors rather than directly from EV automakers, even if the price offered by automakers is lower. This is because chargers offered by automakers are often custom-designed with limited features and uniform appearances, while retail and distribution channels provide a much broader selection by offering different functions, designs, and differentiated services to better meet individual preferences and needs. Similar to the mobile phone accessories market, consumers often choose third-party chargers and accessories to suit their specific requirements. In addition, as some automakers no longer include home EV chargers as a standard offering, end-users increasingly turn to our other sales channels to make their purchases. Many users also require more than one charger to accommodate diverse usage scenarios, further driving demand through our retail channels. Moreover, from time to time the final price of chargers sold by automakers to end-users may actually be higher than the prices available through retailers or distributors, making our retail and distribution channels an attractive and competitive option for consumers.

Rapid Expansion in Overseas Markets

We expect to benefit from business expansion in overseas markets, particularly from the tremendous opportunities in markets with rapid EV sales growth. From 2020 to 2024, the global sales volume of home EV chargers grew at a CAGR of 93.2%, and from 2024 to 2029, it is expected to continue growing at a CAGR of 20.3%, according to Frost & Sullivan. During the Track Record Period, our overseas revenue primarily included sales of EV chargers produced for Chinese automakers that conform to overseas product specifications. In 2022, 2023, and 2024, our overseas sales revenue amounted to RMB12.9 million, RMB61.3 million and RMB71.9 million representing 1.9%, 9.1% and 12.1% of our total revenue. In the three months ended March 31, 2024 and 2025, our overseas sales revenue amounted to RMB25.4 million and RMB32.1 million, respectively, representing 16.3% and 14.8% of our total revenue. Currently, our products are primarily sold in Thailand, Brazil, Australia, Malaysia and


BUSINESS

Indonesia. Thailand, Brazil, and Australia are the top three countries contributing to our overseas revenue. During the Track Record Period and up to June 30, 2025, we sold over 76.8 thousand units, 76.4 thousand units and 10.4 thousand units of EV chargers in Thailand, Brazil and Australia, respectively, with average selling price of approximately RMB933, RMB768 and RMB1,250 in each country, respectively. For automakers' overseas operation, we delivered over 152.8 thousand EV chargers and completed over 1,000 installation and after-sales service tasks to automakers during the Track Record Period.

To capture the potential in overseas markets and diversify our customer base, we have expanded, and plan to continue expanding, our global business, including localized production and related business in Thailand, and potential collaboration with automakers in the Middle East. We also plan to set up manufacture bases in the Middle East and Europe to better serve these markets. Our goals include building localized manufacturing capabilities, establishing effective overseas sales and marketing networks, optimizing international supply chains, and setting up an overseas installation and after-sales service platform and network to provide professional, localized installation and after-sales services for EV chargers.

To accelerate our overseas growth, we have established manufacturing facilities in Thailand, which currently offer a designed production capacity of 108,000 EV chargers per year. With this strong manufacturing base, we are well-positioned to scale up our overseas sales, especially across Southeast Asia, and effectively capture emerging opportunities in these high-growth markets. Our sales volume overseas increased significantly from 7.5 thousand units in 2022 to 80.9 thousand units in 2023 as we established and expanded our overseas distributorship and retail sales channels, and decreased to 57.0 thousand units in 2024. In the three months ended March 31, 2024 and 2025, the sales volume of our products sold overseas was 23.8 thousand units and 28.4 thousand units. In 2024 and three months ended March 31, 2025, our average selling price for product sales overseas were RMB911.3 and RMB1,089.3, as compared to average selling price of RMB788.7 and RMB723.7 for the Chinese market, respectively. As our overseas expansion efforts continue, we expect our overseas revenue growth to accelerate. In 2025 and 2026, we expect overseas revenue growth to be primarily driven by increased sales to Chinese automakers as they expand overseas, and to a lesser extent, by direct sales of our EV chargers and new smart charging hardware products that began in 2024.

As part of our overseas expansion strategy, we expect to increase sales to Chinese automakers in conjunction with their overseas expansion, as well as to further expand our direct sales channels to reach retail customers in overseas market, particularly in Southeast Asia markets. For instance, we have established collaborations with two leading automakers to supply our EV chargers in Thailand, and have partnered with a major local auto dealer to serve the Hong Kong market.

  • 258 -

BUSINESS

We strategically adapt our sales approach in overseas markets to accelerate expansion and align with various sales policies of automakers. For automakers with charging station bundling strategies, we have experienced significant growth by expanding alongside them into international markets. For example, in Brazil, our sales reached 16 thousand units for the three months ended March 31, 2025, with sales revenue reaching RMB13.8 million. Where automakers do not provide charging station as part of their sales policy, we have partnered directly with local automotive dealerships. In 2025, we have had shipments of EV chargers to markets including Australia, Malaysia, Indonesia, and Brazil. We are expected to begin supplying direct current (DC) chargers as part of our EMS offerings to a leading parking lot operator in the Middle East.

In addition, we are also expanding our overseas retail channels, focusing on e-commerce platforms as well as offline distributors. We have had sales in Thailand via retail channel for over a year, with official online stores on e-commerce platforms and social media platforms, supported by several offline distributors.

Impact of overseas expansion on the Group’s short-term and long-term profitability with our planned use of proceeds.

Overall, overseas sales of our EV home charging solutions have a higher gross profit margin compared to those in China. We expect to benefit from business expansion in overseas markets, both in the short term and long term, in terms of profitability. According to our management accounts, the gross profit margins on our overseas sales revenue were approximately 52.6%, 24.6%, 23.4%, and 37.2% in 2022, 2023, 2024, and for the three months ended March 31, 2025, respectively. All of these figures were higher than the gross profit margins for our sales in China, which were approximately 19.8%, 20.1%, 13.8%, and 12.9% in 2022, 2023, 2024, and for the three months ended March 31, 2025, respectively.

In the short term, the majority of our overseas revenue is expected to come from Chinese automakers, since we are cooperating with them in our overseas business expansion. Although our overseas volume of our product increased significantly from 7,497 units in 2022 to 57,046 units in 2024 and achieved 28,378 units for the three months ended March 31, 2025, there is greater pricing pressure from Chinese automakers, which will limit our gross profit margin on overseas sales revenue and, consequently, constrain our short-term profitability. As a result, in 2024, we have been actively diversifying our overseas sales channels and expanding our customer base through retail channels, e-commerce platforms, and distributorship channels, which caused a significant increase in our sales and marketing expenses in 2024. These channels typically command higher average selling prices and generate relatively higher gross profit margins than those from Chinese automakers for our overseas sales revenue. As of March 31, 2025, we had 30 overseas distributors covering markets such as Thailand, Brazil, Australia, Malaysia, Indonesia, and others. According to our management accounts, our overseas sales revenue from retail and distributorship channels increased from nil in 2022 to RMB11.5 million in 2024, and reached RMB13.7 million in the three months ended March 31, 2025. According to our management accounts, the gross profit margins on our overseas sales revenue from retail and distributorship channels were approximately 53.8%, 39.3%, and 43.1% in 2023,

  • 259 -

BUSINESS

2024, and for the three months ended March 31, 2025, respectively. All of these figures were higher than the gross profit margins for our overseas sales revenue from Chinese automakers, which were approximately 22.2%, 20.3%, and 32.8% in 2023, 2024, and for the three months ended March 31, 2025, respectively. The planned use of proceeds for overseas expansion will be one of the key drivers for the Group to achieve breakeven in short term.

In the long term, the planned use of proceeds for overseas expansion will support our retail and distributorship channels continue to grow, we expect to reduce our reliance on Chinese automakers for overseas business expansion. Therefore, we anticipate that our profitability will be further enhanced, with an increase of approximately 2.0% to 3.0% in our overall gross profit margin as we establish a global market presence and achieve greater economies of scale in the long run.

For details, also see “— Our Strategies — Accelerate Global Expansion for Market Leadership.”

Diversifying our product portfolio to promote higher-margin offerings to drive long-term growth.

Despite ongoing pricing pressure, we believed that we have enhanced our resilience by diversifying our product portfolio to include higher-margin offerings. We are investing in our second growth curve, concentrating on advanced products with higher gross profit margin and strong revenue potential like EV charging robots and EMS solutions, which are not subject to the same pricing pressures as EV chargers and offer strong growth opportunities. According to Frost & Sullivan, the primary customers for our EV charging robots and EMS solutions are not EV automakers, but rather public highway service areas, industrial parks, airports, shopping malls, parking facilities, and residential users. Compared to automakers, these customers are generally less sensitive to price, as they view EV charging robots and EMS solutions as long-term investments aimed at enhancing service quality, improving operational efficiency, and optimizing energy usage. For these customers, technical specifications and overall performance are often more important considerations than price. In contrast, EV automakers typically face higher cost pressures and must control production and operational expenses to maintain profitability. As a result, our EV charging robots and EMS solutions are subject to less pricing pressure than home EV chargers sold to automakers. As of the Latest Practicable Date, our EV charging robots have attracted customers including parking lot operators, intelligent driving companies, energy and power station operators, specialized vehicle manufacturers, and public infrastructure operators.

EV charging robots

We have launched the sales of EV charging robots in January 2024 and they are part of our strategic shift to become a comprehensive provider of EV home charging solutions. According to Frost & Sullivan, from 2020 to 2024, the penetration rate of assisted autonomous driving system in new passenger vehicles sold in China grew significantly from 13.0% to 57.3%. With the development of assisted autonomous driving, EV home charging will achieve


BUSINESS

a higher level of intelligence and adopt new charging technologies, such as charging robots, which are designed to locate a user's EV and autonomously initiate the charging process to achieve unmanned and safe EV home charging. Consequently, the development of EV charging robots will further improve charging efficiency and provide a more convenient charging experience, thereby changing the charging method of EV home users. In addition, EV charging robots will play an important role in the vehicle-to-energy interaction, such as acquiring real-time data for efficient management of charging facilities, realizing charging scheduling, and involving in home energy management. The total sales volume of EV charging robots in the world is expected to witness a significant increase and reach approximately 902.0 thousands in 2029, representing a CAGR of 191.3% from 2024 to 2029.

We started generating revenue from sales of EV charging robots in 2024 and we delivered 24 units of EV charging robots, generating revenue of RMB4.1 million in 2024. In the three months ended March 31, 2025, we have delivered 10 units of EV charging robots, generating revenue of RMB 1.9 million in the same period, representing a significant increase from revenue of RMB0.6 million generated in the three months ended March 31, 2024. Although in 2024 and for the three months ended March 31, 2025, revenue generated from sales of EV charging robots accounted for less than 1% of our total revenue in each period, our EV charging robots, which achieved a gross profit margin exceeding 50% in 2024 and over 30% for the three months ended March 31, 2025 according to unaudited management accounts as compared to the gross profit margin of our EV chargers of approximately 20%, are expected to become contributors to our overall profitability. These high-margin products have provided a buffer meaningful against the margin impact from automakers who continue to exert downward pressure on EV charger prices. We seek to further developing innovative products such as EV charging robots to strengthen both revenue and margins. Rather than engaging in aggressive price competition to secure orders, we believe that investing in innovative-driven, value-added products will support sustainable and healthy revenue growth in an increasingly competitive market.

In the four months ended July 31, 2025 subsequent to the Track Record Period, we obtained 10 additional contracts for EV charging robots, with a total contract value of RMB5.5 million. Based on these contracts, combined with other sales contracts, purchase orders and letters of awards obtained up to the Latest Practicable Date, the Directors confirmed that we will deliver 100 EV charging robots by the end of 2025 in China and Southeast Asia, with a total value of RMB25.5 million. The actual delivery volume and timing will be depending on customer's demand. Furthermore, we had three MOUs in place with infrastructure customers in the UAE and Qatar for demonstration and deployment of our EV charging robots as of the Latest Practicable Date. Based on our project plans adopted in furtherance of the cooperations under the MoUs with these infrastructure customers, our Directors estimated that the value of EV charging robots to be delivered by us under such project plans would be RMB67.0 million, representing approximately 234 units of EV charging robots, in which, up to 100 EV charging robots will be delivered by the end of 2026 with a total value of RMB30.0 million. The actual amount and contract value will be subject to our UAE and Qatar infrastructure customers' actual demand and project timing.

  • 261 -

BUSINESS

Energy Management System (EMS)

EV home charging solutions can further optimize energy management models by incorporating digital energy solutions such as V2H (Vehicle-to-Home) and V2E (Vehicle-to-Energy). The emergence and widespread adoption of these digital energy solutions will enable EV home users to utilize and manage energy more flexibly and efficiently, providing them with more stable and cost-effective electricity services. Our Energy Management System (EMS) is an integrated smart system connecting both software and hardware, serving as the key technological infrastructure supporting our digital home energy management services. We plan to continuously optimize and expand its functionalities, including but not limited to EMS communication, metering, power connections, monitoring, control, and AI computation capabilities, to more effectively monitor, control, and optimize energy systems. Furthermore, we are expanding the application of our EMS solutions to industrial parks, data centers, and other scenarios requiring exceptional energy efficiency and reliability. For instance, since 2024, we have been providing our EMS solutions to a leading company specializing in the planning, construction, and integrated operational management of power station facilities. EMS not only enhances the integration and convenience of EV home charging solutions but also creates added value for users and increases product marketability. As the functionalities of EMS continue to improve, it will further drive revenue growth and increase profit margins.

As of March 31, 2025, our EMS solutions have been successfully deployed in various regions, including Thailand, Indonesia, the UAE, Brazil, and other markets. As of the Latest Practicable Date, several leading EV manufacturers, home appliance providers, and public transportation operators across China, the Middle East, and Southeast Asia have expressed interest in adopting our EV charging robots and we are actively engaging with them to understand their use case scenarios while continuing to optimize our solutions. We launched our first EMS solution product in September 2024, which we have not recognized revenue during the Track Record Period. We did not recognize revenue for EMS solution because it is currently still under a freemium model, allowing us to focus on cultivating user acceptance and gathering feedback while continuing to refine R&D and enhance its features. As we continue to expand our global customer base for EMS solutions, we believe that we are well-positioned to drive revenue growth through innovative offerings with higher gross profit margin.

Strengthening collaborations with automakers while readjusting our strategies to address pricing pressures.

We are a key player in the EV home charging solutions market, with a strong market presence and a proven track record of growth. We ranked first in terms of sales volume and sales value of home EV chargers in China during the Track Record Period, according to Frost & Sullivan.

  • 262 -

BUSINESS

We have established enduring collaborations with automakers. During the Track Record Period, the number of automakers we worked with remained steady and slightly increased from 16 for 2022 to 23 for the three months ended March 31, 2025 and we provided smart home EV chargers and accessories and/or services to seven of the top ten automakers in China in terms of sales volume of EVs in 2024, according to Frost & Sullivan. This steady growth reflects our strong market presence in the EV industry particularly among leading automakers, enabling us to capitalize on emerging opportunities and maintain our market reputation among end users. While we have experienced downward pricing pressure from certain of our automaker customers during the Track Record Period, we anticipate a reduction in such pressures following recent policy developments aimed at promoting fair competition and discouraging excessive price competition, and, notably, in 2025, two major Chinese automakers raised their offering prices for our EV chargers by around 10% compared with their price levels in 2024, signaling a positive shift in industry practices.

During the Track Record Period, our revenue from sales to automakers continued to account for a major portion of our total revenue. In 2022, 2023, and 2024, our revenue from sales of EV chargers and provision of services to automakers amounted to RMB569.8 million, RMB526.6 million and RMB435.7 million, respectively, representing 81.7%, 78.5% and 73.4% of our total revenue, reflecting our efforts to diversify our customer base and reduce our reliance on automakers. In the three months ended March 31, 2024 and 2025, our revenue from sales of EV chargers and provision of services to automakers amounted to RMB124.2 million and RMB124.1 million, respectively, accounting for 79.7% and 57.1% of our total revenue. Although we will continue to work on improving production efficiency and negotiating terms for production material prices, we expect ongoing challenges in the domestic market for sales to automakers, including pricing pressure and the trend of automakers bringing EV charger manufacturing in-house. Our traditional charger business operated in a highly competitive market, facing downward pricing pressure from major customers, particularly automakers who passed on part of the pricing pressure to their supply chain, thus intensifying the pricing pressure for us. In the three months ended March 31, 2025, our sales volume to automakers reached 84.9 thousand units, compared to 60.7 thousand units in the same period of 2024, and the average selling price decreased from RMB845.2 to RMB721.9, reflecting these market challenges. As a result, we are actively diversifying our revenue sources, gradually shifting from dependence on domestic automaker sales to a diversified and forward-looking revenue mix.

Facing intense market competition, we have strategically refined product design through R&D to reduce costs, sourced cost-effective raw materials, and streamlined the supply chain, ensuring consistent quality standards while reducing costs. Throughout the Track Record Period, the number of automakers we worked with remained steady and slightly increased from 16 in 2022 to 23 in the three months ended March 31, 2025. We believe our long-standing relationships with automakers position us to capture the EV market more effectively than new entrants. This strategic approach enables us to offer competitive pricing, increase sales volumes, expand market share, and reinforce our industry position. Our ultimate goal is to weather the current competitive pressures, outlast the competition, and realize a profitable, sustainable future once the market stabilizes.

  • 263 -

BUSINESS

Efficient Management of Cost of Sales

As we continue to invest in innovations, we will also streamline operations by phasing out lower-end R&D roles and manufacturing positions that can be effectively replaced by automation. To enhance operational efficiency and reduce costs, we are implementing a strategic focus on automation and workforce optimization. The level of automation within our production facility will be increased, leveraging advanced technology to improve productivity and streamline operations. This shift will lead to a reduction in workforce requirements, with a targeted decrease of approximately 20 to 30 positions. Our automation initiatives to reduce labor costs have begun to yield results. For example, in the six months from September 30, 2024 to March 31, 2025, we optimized staffing at the Xuancheng factory and eliminated 16 positions and in the three months ended March 31, 2025, we eliminated 5 positions. For the 16 eliminated positions, approximately RMB0.1 million in labor costs could be saved per month. We intend to continue optimizing our workforce and will dynamically adjust headcount in line with our automation progress and the volume of orders. These adjustments will primarily affect roles rendered redundant due to automation, allowing for a more efficient allocation of resources. In 2022, 2023, 2024 and the three months ended March 31, 2025, according to our unaudited management accounts, the cost of sales per unit for our EV chargers was RMB660.2, RMB737.7, RMB642.9 and RMB614.9, respectively.

We are also focusing on sourcing more cost-effective raw materials and incorporating them into product development without sacrificing quality. By carefully selecting alternatives that deliver the same performance at a lower cost, we can reduce production expenses while maintaining high product standards. In parallel, we are committed to maintaining strong relationships with our suppliers to ensure continuous access to quality materials at competitive prices. These partnerships are key to sustaining long-term cost savings and securing favorable terms for both parties. Combined with increased automation and workforce restructuring, we expect these measures to lower the overall cost of sales, drive operational efficiency, and lead us to profitability.

Long-Term Gross Profit Margin Improvement Outlook

We acknowledge the decrease in gross profit margin from approximately $22.7\%$ to $16.5\%$ during the three months ended March 31, 2025, compared to the same period in 2024. This decline is primarily due to intensified pricing pressure from our major customers, especially automakers. To address this challenge, we are developing and exploring higher-margin products and services, effectively transitioning from being solely an EV charger seller to becoming a comprehensive provider of EV home charging solutions.

By developing and promoting EV charging robots and EMS solutions—which typically offer higher profit margins—we expect to enhance our value proposition, diversify revenue streams, and improve gross profit margins over the long term. In the three months ended March 31, 2025, the gross profit margin of EV charging robots reached around $33.0\%$ based on management's accounts. We believe that as these products gain market acceptance, they will contribute significantly to revenue growth and margin recovery.


BUSINESS

Efficient Management of Operating Expenses

To improve operational efficiency and reduce operating expenses, our management team has been holding regular meetings since 2023 to analyze areas for improvement, identify enhancement methods, and formulate specific action plans assigned to designated individuals with regular follow-ups. Overall, rather than blindly reducing operational costs through staff adjustments, we have adopted cost-cutting measures that align with the company's long-term development interests: while effectively reducing redundant costs and improving operational efficiency, we are focused on frontier R&D investments that can drive the Company's long-term sustainable growth. These measures not only help us improve short-term profitability but also enhance the Company's long-term competitiveness, leading to profitability. Our operational expenses consist of research and development, general and administrative, as well as sales and marketing expenses. Our operating expenses as a percentage of revenue was 41.8% and 23.1% in the three months ended March 31, 2024 and 2025, respectively.

For details, also see “— Our Strategies — Optimize Cost Structure to Boost Profit Margins.”

R&D Investment to Support Long-Term Growth

During the Track Record Period, we focused on efficient R&D investment. In 2022, 2023, and 2024, our R&D expenses amounted to RMB34.1 million, RMB41.1 million and RMB55.6 million, representing 4.9%, 6.1% and 9.4% of our revenue, respectively. In the three months ended March 31, 2024 and 2025, our R&D expenses were RMB11.8 million and RMB13.6 million, representing 7.6% and 6.3% of our revenue, respectively.

In 2024, we made forward-looking R&D investments, primarily prioritizing technological innovations in EV home charging technology (including EV charging robots and related technologies) and digital energy management. Meanwhile, we strategically shifted R&D talent recruitment to lower-cost regions in China outside of Shanghai to balance innovation and cost management. For example, we established an R&D team for home smart energy storage products in Wuxi, with reduced compensation levels compared to Shanghai, thereby reducing labor costs in R&D.

We plan to strategically increase R&D expenses to drive innovation and support long-term growth, while simultaneously advancing initiatives to enhance operational efficiency and reduce costs. By prudently allocating resources, we will focus R&D investments on high-impact innovations, including the development of waterproof materials and the adaptation of both European standard AC/DC connectors for our EV charging robots, as well as securing national standard certifications. For our EMS solutions, we are prioritizing modular design to enable the integration of multiple functions within a single installation. Meanwhile, we will streamline operations by phasing out lower-end R&D roles and manufacturing positions that can be effectively replaced by automation. This balanced approach enables us to foster technological advancement and capture market opportunities, as we optimize our workforce and operational structure.


BUSINESS

Since the second growth curve in advanced products with higher gross profit margin and strong revenue potential is one of the key factors for us to reach profitability, we recognize the importance of maintaining sustained R&D investment for long-term growth. We expect that, in the long run, the proportion of R&D expenses to total revenue will decrease over time, contributing to sustainable profitability.

Optimization of Sales and Marketing Efficiency

During the Track Record Period, sales and marketing expenditures emerged as a major component of our operational costs. We made significant investments in sales and marketing to enhance brand recognition and reputation, thereby securing and solidifying our competitive edge. In 2022, 2023, and 2024, our sales and marketing expenses amounted to RMB67.6 million, RMB90.5 million, and RMB114.7 million, respectively, representing 9.7%, 13.5% and 19.3% of our revenue. In the three months ended March 31, 2024 and 2025, our sales and marketing expenses amounted to RMB23.4 million and RMB20.7 million, respectively, representing 15.0% and 9.5% of our revenue.

Our efforts in sales and marketing have yielded significant results, as evidenced by the overall increase in our sales and market share, particularly in the retail and overseas markets. In the three months ended March 31, 2024 and 2025, the retail sales volume was 7.5 thousand units and 40.2 thousand units and our overseas sales revenue amounted to RMB25.4 million and RMB32.1 million, respectively, representing 16.3% and 14.8% of our total revenue. After establishing strong brand recognition and awareness during the initial investment stage, we will focus on maintaining a prudent approach to sales and marketing expenses. While we will optimize our spending, we will continue to invest strategically to support our overseas expansion and retail business. Looking ahead, we will carefully manage sales and marketing expenses over the next three years, including employee benefits, customer support, and marketing activities, ensuring that our investments are aligned with growth opportunities and market demands.

  • Sales Employee Benefit Expenses. To control our sales personnel costs, we plan to: (i) implement a more refined salary system beyond the basic salary plus commission model, customizing compensation packages based on business segments, regional profitability, and other dimensions to stimulate performance while reducing costs; (ii) focus expansion on strategically selected overseas markets to control the growth of the sales team while achieving our business growth goals, including slowing down our sales and marketing headcount growth, except for overseas market expansion; (iii) enhance customer engagement through a coordinated sales, service, and technical team, moving towards team-based marketing to fully leverage their capacities to reduce personnel redundancies, including optimizing our personnel for automaker sales and e-commerce sales support function; and (iv) establish a rigorous performance evaluation system for sales personnel to ensure efficiency.

  • 266 -


BUSINESS

  • Customer Support Expenses. To control our customer service costs, we plan to: (i) increase digital investments to combine AI robot services with human customer service, gradually reducing manual activities in responding to customer inquiries; (ii) increase the automation in inter-system tasks to decrease the need for customer service or sales assistant positions to conduct administrative tasks for customer services; and (iii) relocate some of the customer support positions to locations outside of Shanghai with reduced levels of compensation.

  • Marketing and Advertisement Expenses. To increase our marketing activity efficiency, we plan to: (i) utilize AI technology to reduce manpower for creating promotional materials; and (ii) implement a comprehensive budgeting, reviewing, and tracking system for marketing activities to ensure effectiveness and pause or adjust if interim outcomes of a certain marketing activity are below expectations. We plan to maintain prudent investment in marketing and customer acquisition to support online retail business and overseas expansion.

Reduction of General and Administrative Expenses

We are undertaking initiatives to strategically reduce our general and administrative expenses, thereby optimizing our cost structure and facilitating the achievement of our profitability objectives. In 2022, 2023, and 2024, our general and administrative expenses amounted to RMB53.7 million, RMB73.7 million and RMB103.9 million, respectively, representing 7.7%, 11.0% and 17.5% of our revenue. In the three months ended March 31, 2024 and 2025, our general and administrative expenses amounted to RMB29.9 million and RMB15.9 million, respectively, representing 19.2% and 7.3% of our revenue.

Looking ahead, we anticipate a decrease in general and administrative expenses as a percentage of revenue in the next three years through our strategic focus on cost-saving in the following aspects of our operations.

  • Optimizing Department Structure. We plan to continuously evaluate and optimize the organizational structure of the administrative department reasonably to avoid redundancy and excess headcount. We plan to adjust the number of administrative personnel based on operational needs, while benefiting from economies of scale, where increased sales volume allows us to reduce the average overhead costs per unit, optimizing efficiency and supporting cost reduction.

  • Strengthening Administrative Budget Management. We plan to enhance our budget management to control administrative expenses. By setting a reasonable budget plan and monitoring and adjusting the budget execution, costs can be kept within a reasonable range. We currently set the administrative budget at the beginning of each year, approved by management and the finance department, which can also adjust it periodically based on our operational situation to strictly prevent cost overruns.

  • 267 -


BUSINESS

  • Saving Energy and Resources. Our daily operations consume significant amounts of energy and resources, such as water, electricity, and paper. Adopting energy-saving devices and reducing waste can lower energy consumption. For example, our IT team has set double-sided printing as the default for all employees to maximize paper use. We are building a culture of conservation to make employees aware of the importance of saving and actively participate in conservation actions.

  • Increasing Digital Investments. We plan to apply digital technology to improve the work efficiency of the administrative department and reduce labor costs. For example, we are increasing our use of automated office systems to simplify workflows and reduce manual operations. We launched the OA system in June 2022 and the corporate WeChat system in September 2023 to support administrative work, providing strong support for paperless office operations. Interfaces between various office systems will be integrated in the future to reduce manual transfers, significantly reducing labor costs while improving work efficiency.

  • Optimizing the Procurement Process. Optimizing the procurement process, establishing a reasonable procurement plan to ensure the quantity and quality of purchased items meet actual needs, and avoiding waste are critical in saving administrative costs. To reduce procurement costs, we currently compare the pricing choices of all administrative purchases, which are also reviewed by the procurement committee.

Recent Progress on the Path to Profitability

In the three months ended March 31, 2025, we incurred net loss of RMB17.1 million. To increase our revenue and improve profit margins, we have implemented the following measures: (i) proactively seizing industry trends and diversifying revenue opportunities by expanding sales channel amid challenging market conditions, (ii) diversifying our product portfolio to promote higher-margin offerings to drive long-term growth and (iii) strengthening collaborations with automakers while readjusting our strategies to address pricing pressures. These initiatives have already shown positive results. In the three months ended March 31, 2024 and 2025, we recorded revenue of RMB155.7 million and RMB217.1 million, respectively. According to the unaudited management accounts, in the two months ended May 31, 2025 subsequent to the Track Record Period, we sold 79.3 thousand EV home chargers and completed 82.8 thousand installation and after-sales service tasks. Specifically, we sold 5.3 thousand EV home chargers through our retail channel during the same period. We sold 13.1 thousand EV home chargers overseas for the two-month period from April 1, 2025 to May 31, 2025. In addition, 33.6 thousand EV home chargers were sold through distributors during the same period. Our gross profit margins for retail sales, overseas sale and sales through distributors remained stable at around the same level as in the three months ended March 31, 2025.

  • 268 -

BUSINESS

Working Capital

As of March 31, 2025, we had RMB146.2 million in cash and cash equivalents. Taking into account the estimated net proceeds from the Global Offering, cash and cash equivalents on hand, available banking facilities and cash flows from our operations, the Directors believe that our Group has sufficient working capital for our present requirements and for the next 12 months from the date of this Prospectus.

For details, see “Financial Information — Liquidity and Capital Resources — Working Capital.”

MANUFACTURING AND SUPPLY CHAIN

Raw Materials Procurements

Prior to entering into supply agreements with our raw material suppliers, we perform background checks on the operating history, track record and market reputation of a list of potential suppliers, procure different product samples from the potential suppliers for inspection and testing by our quality management department, conduct site visits and examine the production facilities of the potential suppliers to help ensure that the suppliers that we select meet our quality requirements. As we expand our manufacturing capabilities overseas, we aim to establish our overseas supply chain to better support the localized production of our products in a cost-effective manner.

Our suppliers are obligated to adhere to our quality control standards for their products and production processes. We reserve the right to conduct on-site inspections at our suppliers' premises to monitor their compliance with agreed-upon quality assurance measures. These audits may take the form of system, process, or product evaluations. In addition to on-site audits, we also perform off-site information assessments to evaluate our suppliers' performance. We require traceability of raw material supplies from our principal suppliers, ensuring transparency and accountability in our supply chain.

Upon receipt of supplies, we conduct inspections and examinations. Based on the results of these inspections, we retain the right to reject or return any supplies that do not meet our quality standards. This rigorous approach to quality control extends to every aspect of our operations, ensuring that our products consistently meet the quality benchmarks. For details, see "Suppliers."

To manage the fluctuation of raw material prices, we have maintained a diversified supplier pool. We also closely monitor market trends and adjust our procurement strategy accordingly to mitigate the impact of price volatility. We engage in proactive dialogue with raw material suppliers, advocating for price stability or minimal increases where possible. In addition, we collaborate with our research and development department to implement engineering changes that allow for the substitution of high-cost, long lead-time raw materials with comparable alternatives.

  • 269 -

BUSINESS

In the event of a shortage or delay in the supply of raw materials, we have contingency plans in place to ensure minimal disruption to our operations, including maintaining a strategic reserve of essential raw materials and having alternative suppliers on standby. We also track the supply of raw materials and identify potential shortages or delays in advance, which allows us to take proactive measures such as adjusting our production schedules, sourcing from alternative suppliers, or tapping into our strategic reserves. In addition, we maintain strong relationships with our suppliers and work closely with them to manage supply chain risks. We communicate with our suppliers to understand their supply capacity and any potential issues that may affect supply. During the Track Record Period and up to the Latest Practicable Date, we had not experienced any material fluctuations of raw material prices nor any material shortage or delay in the supply of raw materials. For risks in this regard, see “Risk Factors — Risks Related to Our Business and Industry — Increases in costs, shortage of raw materials, disruption of supply or manufacturing could have an adverse impact on our sales of products, and therefore adversely affect our business, results of operations, financial condition and prospects.”

Manufacturing Process

We manufacture our products through our self-operated manufacturing facilities. Our integrated production process increases our production efficiency and reduces our dependence on manual labor. We believe that this vertical integration also enables us to adjust our production quickly to respond to changes in market demand for our products. We ensure quality and reliability by developing and producing core components in-house. We believe that our self-developed techniques and active participation in manufacturing equipment development result in innovative, cost-effective, and replicable solutions.

Our principal manufacturing facilities are located in Xuancheng city and Anqing city, Anhui Province, China, with an aggregate GFA of approximately 38,000 sq.m., which are primarily used for the production of smart home EV chargers and accessories. Since the initial establishment of our manufacturing facilities in Xuancheng city and Anqing city in Anhui, we have been continuously investing in upgrading our equipment and production lines to increase their efficiency, including by establishing an surface-mount technology (“SMT”) and dual in-line package (“DIP”) production line which adopted technologies such as the latest Panasonic mounters and printers for ensuring production quality. Outside of China, leveraging our success and know-how in building and operating our factories in China, we initiated the preparation work for our factory in Thailand in September 2023, which has commenced operations in April 2024. Our Thailand factory with an aggregate GFA of approximately 12,400 sq.m., has a designed production capacity of 108 thousand EV chargers per year based on one eight hour shift per day and 25 working days per month. It is dedicated to serving overseas sales only. The establishment of Thailand factory represents a strategic initiative that enables us to directly supply products to customers in Thailand, thereby providing a significant competitive advantage through enhanced responsiveness to customer needs, reduced lead times, and lower logistics costs. By manufacturing locally, we can tailor our products to meet specific market requirements more effectively and quickly than competitors who rely on overseas production. Additionally, this local presence fosters stronger relationships with our customers, enabling better collaboration and support. We expect that the utilization rate of the Thailand factory will increase over time, and we plan to continuously upgrade and expand its production lines in response to market demand for our products.

  • 270 -

BUSINESS

The following table sets forth the production capacity, actual production volume and utilization rate in our manufacturing facilities during the periods indicated.

Year Ended December 31, Three months ended March 31,
2022 2023 2024 2025
EV Chargers
Designed production capacity (units)(1) 417,600 609,600 714,600 185,400
Xuancheng 216,000 264,000 288,000 72,000(2)
Anqing 201,600 345,600 345,600 86,400(3)
Thailand N/A N/A 81,000 27,000(4)
Actual production volume (units) 535,235 423,894 360,111 166,355
Xuancheng 321,164 290,932 265,142 97,399
Anqing 214,071 132,962 92,316 64,788
Thailand N/A N/A 2,653 4,168
Utilization rate(5) 128.2% 69.5% 50.4% 89.7%
Xuancheng 148.7% 110.2% 92.1% 135.3%
Anqing 106.2% 38.5% 26.7% 75.0%
Thailand 3.3% 15.4%

Notes:
(1) Production capacity based on one eight hour shift per day and 25 working days per month.
(2) Designed production capacity calculated based on three months, while the annualized designed production capacity equals 288,000.
(3) Designed production capacity calculated based on three months, while the annualized designed production capacity equals 345,600.
(4) Designed production capacity calculated based on three months, while the annualized designed production capacity equals 108,000.
(5) Utilization rate equals actual production volume divided by designed production capacity.
(6) The number of production lines is as follows: Xuancheng factory operated three assembly lines from January 2021 to April 2023 and four assembly lines from May 2023 to September 2024; Anqing factory began operations in May 2022 with two assembly lines; Thai factory began operations in April 2024 with one assembly line.

The fluctuations of our production utilization rates during the Track Record Period was mainly due to the fluctuations of market demands for our smart home EV chargers as well as expansion of our manufacturing facilities. In 2022, our utilization rate soared to an extraordinary $128.2\%$ due to an unprecedented surge in demand for our smart home EV chargers. To meet this exceptional production demand, we implemented additional shifts beyond our standard eight-hour daily schedule. In 2023, our utilization rate decreased to $69.5\%$. The decrease in 2023 as compared to 2021 was primarily attributed to the commencement of operations at our second production base in Anqing in May 2022, which


BUSINESS

expanded our designed production capacity in response to the growing market demands for our products. The decline in 2023 relative to 2022 reflected the exceptional demand experienced in 2022 and the demand fluctuation from our customers. Specifically, one of our major customers lowered its procurement target price for EV chargers below our expectations, resulting in our inability to secure the bid; however, we subsequently secured a new contract with such customer in July 2024, supported by our focus on R&D to develop lower-cost, reliable products, demonstrating our adaptability to evolving market conditions. We have a diverse customer base and the decrease in demand from one major customer will not significantly impact our overall production demand. For more information, see “Business — Our Customers.” The further decline in utilization rate from 2023 to 2024 was mainly due to the upgrading of manufacturing facilities to accommodate the production requirements of newer project models, while also influenced by the demand fluctuation from our customers. See “— Seasonality” for detail. In addition, the current low utilization rate of our Thai factory is due to its initial stage of production. Although the designed capacity is set high to support future growth and strategic initiatives, actual output remains limited as we ramp up operations. We expect utilization to increase as we optimize production processes and align with market demand in the coming years. With the aforementioned new contract with that major customer, the growth in the retail sales via e-commerce platforms, and the upcoming year-end peak season, we anticipate a substantial increase in utilization rates at our Xuancheng and Anqing factories during the fourth quarter of 2024 and throughout 2025.

The following flow chart illustrate the main steps of our production process for printed circuit board assembly, the core component of our smart home EV chargers.

img-0.jpeg

Our production process flow of PCBs consists of a proprietary procedure that ensures the functionality and reliability of these essential components in our smart home EV chargers. The process begins with PCB printing, where the circuit design is transferred onto the board, creating the foundational layout for component attachment. Following printing, the surface mounting stage involves the precise placement of electronic components onto the board's surface. This step utilizes advanced machinery to accurately position and solder tiny components, allowing for the miniaturization of electronic devices.


BUSINESS

After surface mounting, the boards undergo automated optical inspection. This quality assurance step uses high-resolution cameras to scan the PCBs for any potential defects in soldering or component placement, ensuring that any issues are identified and rectified early in the production process. The next stage involves manually inserting components that cannot be placed through surface mounting due to their size or the need for special handling. This manual insertion complements the automated processes, allowing for a broader range of components to be included in the PCBs.

Once the components are in place, the boards are subjected to various testing, including in-circuit testing and functional circuit testing, making sure that our PCBs meet the specified technical criteria and performance. The final step in the PCB production process is the application of a protective coating, safeguarding the board and its components from environmental factors such as moisture, dust, and chemical contaminants, thereby enhancing the PCB's durability and lifespan.

All the steps in our production process are conducted in compliance with the requirements of TS16949 and ISO9001 quality system certifications, as well as the ISO45001 occupational health and safety management system certification. All of our manufacturing facilities have obtained the ISO14001 environmental management system certification. Our quality management department is committed to maintaining high standards of safety in our production facilities. Regular monitoring of temperature, humidity, differential pressure, and dust particle count is conducted to ensure our clean workshop complies with all applicable regulations and standards. Before any product batch is approved for sale, it undergoes rigorous sample inspection. Our quality management department closely reviews all documentation related to product quality, including batch records, production process records, and any other information that could impact product quality. Following a comprehensive review of all documents, a final decision is made on whether a specific product is fit for shipment. Any products that fail to meet our quality standards are either destroyed or disposed of in accordance with relevant environmental control requirements. This rigorous approach to quality control ensures that we consistently deliver safe quality products to our customers. During the Track Record Period, we had not experienced any material or prolonged interruptions of our machinery due to equipment or machinery failure.

Automakers generally impose specific technical standards for manufacturing and acceptance criteria for products that we sell to them. These requirements serve as benchmarks for quality, safety, and performance. During the initial stages of collaboration, representatives from these automakers may visit our manufacturing facilities for on-site inspections. We also welcome their scrutiny during our collaboration, recognizing it as an opportunity to showcase our capabilities and commitment to excellence. However, there are no legal obligations for us to accommodate the on-site inspections, and the automakers generally do not engage in on-site inspections in practice. While they contribute to building trust and fostering strong partnerships, they do not create legal obligations. We were in compliance with these requirements during the Track Record Period.

  • 273 -

BUSINESS

Inventory Management

Our inventories consist of raw materials, work in progress, finished goods and goods in transit. Our products are generally sold on a first-in-first-out basis. To reduce the risk of inventory backlogs, we regularly review our inventory level. We also do regular physical inventory counts and stock checks to identify damaged products or expired or near expired products and to dispose of or stockpile these products. We manage our inventory level by monitoring in real time our production activities and sales orders and also taking into consideration any emerging trends through discussions with our sales and marketing department.

As of December 31, 2022, 2023 and 2024, and March 31, 2025, our inventories amounted to RMB138.0 million, RMB153.2 million RMB165.7 million and RMB179.2 million, respectively. The increase from December 31, 2022 to December 31, 2023 and the increase from December 31, 2023 to December 2024 were primarily due to our preparation in anticipation of larger amount of sales due to our business growth. Our inventories increased from December 31, 2024 to March 31, 2025 due to the fluctuations in the ordinary course of business. During the Track Record Period, we did not experience any material shortage of inventory.

Our quality management department and warehouse personnel work in tandem to ensure the quality of our raw materials and product inventory. The quality management department is tasked with inspecting and examining raw materials and products before they are accepted into inventory. The warehouse personnel play a crucial role in recording inventory to ensure the traceability of our raw materials and products. They are responsible for the regular storage, maintenance, and inspection of the inventory, as well as warehouse maintenance. Designated warehouse personnel conduct regular inspections of the inventory in accordance with the required storage and maintenance conditions of the relevant inventory.

Quality Control

Our commitment to quality is embodied in our dedicated quality management department, which invests substantial resources into ensuring the quality of our products. This department, comprising 19 employees as of the Latest Practicable Date, is the primary entity responsible for quality management and supervision for the entire process from supply to production and further to inventory management. Our team has established a quality control system in compliance with applicable regulations and standards. They oversee all aspects of inspection, including the inspection of raw and auxiliary materials and finished products. The team is also tasked with organizing and implementing all forms of verification and validation and is responsible for the preparation and revision of various inspection procedures. Regular summarization of quality records and data analysis is conducted to ensure continuous improvement and adherence to our standards.

Our management team plays an active role in formulating quality control policies and overseeing our internal and external quality performance. They monitor our operations in real time throughout the entire development and production process to ensure compliance with the applicable regulatory and industry requirements.


BUSINESS

TECHNOLOGICAL RESEARCH AND PRODUCT DEVELOPMENT

We focus on developing innovative technologies to enhance our existing products and services and to develop new products and services, including EV charging robots and EMS solutions which we have launched and continue to upgrade, and products under development such as smart charging hardware products as well as V2H and V2E technologies. For more details, please see “— Our Strategies — Innovate Product Development for Enhanced Profitability” and “Future Plans and Use of Proceeds.” We believe that our success has depended and will continue to depend to a large extent on our ability to develop new or improved products and services. Our R&D capabilities are proven by our portfolio of proprietary technologies and patents. As of March 31, 2025, we have built a portfolio of 179 patents and patent applications to protect our proprietary technologies and know-how. See “— Intellectual Property Rights” for details.

As of the Latest Practicable Date, we have a strong in-house R&D team of 135 members who mainly works on the development of our products and digital platform. We have entered into confidentiality and non-compete agreement with our key employees involved in our R&D activities, pursuant to which any intellectual property conceived and developed during their employment belongs to us and they waive all relevant rights or claims to such intellectual property.

Our product development process adheres to our internal standards. It begins with gathering the primary customer requirements from project managers and sales teams, followed by a thorough requirement analysis. The product development tasks are then distributed among software, hardware, and structural design teams. Our testing department conducts preliminary tests during the development phase. Post-development, we perform national standard tests in accordance with the China Quality Certification Centre guidelines. Once testing is complete, the product and the corresponding standard operating procedures files are transferred to the manufacturing facilities for production.

The time required from developing to commercializing a new product varies by product and can be affected by various factors which may be beyond our control. We have undertaken extensive R&D activities, including the development of AC chargers, DC chargers and autonomous charging technology. Currently, our R&D activities are primarily based on the diverse requirements of automobile manufacturers, from which we derive a statement of requirements. These requirements are then broken down into multiple tasks and executed accordingly. Given our strength in EV home charging research and development, we are able to work on these tasks concurrently, enhancing efficiency and reducing time-to-market. We incurred R&D expenses of RMB34.1 million, RMB41.1 million, RMB55.6 million, RMB11.8 million and RMB13.6 million in 2022, 2023, 2024 and the three months ended March 31, 2024 and 2025, respectively.

  • 275 -

BUSINESS

SALES AND MARKETING

We promote the awareness of our products and brand through collaboration with automakers, operate online stores on a variety of e-commerce platforms and social media, and participating in summits, conferences and seminars in the EV home charging industry.

Our core sales and marketing team consisted of an in-house team of 30 members with years of experience in sales and marketing as of the Latest Practicable Date. Our sales and marketing team tailors strategies and promotional activities to specific market conditions, including competitive landscapes and regulatory environments. They are tasked with fostering relationships within designated regions and channels and enhancing product awareness among customers and consumers. They work with our distributors to set up coordinated promotional and advertisement activities to send consistent message to the consumers and promote awareness of our products and brand. Our management team closely monitors sales activities and outcomes in major markets and sets sales and pricing policies for each market to ensure that we will maintain a strong market presence and continue to meet the needs of our customers.

We provide after-sale services and quality assurance to all our products sold and have established channels for product-related complaints. Our dedicated aftersales service team handles customer complaints and queries. Our customer service team investigates and analyzes the cause of issues raised by our customers and categorize the complaints to four categories, including (i) product related complaints, (ii) service quality related complaints, (iii) attitude related complaints, and (iv) other types of complaints. The first and second categories are quality-related issues, which are referred to relevant departments for resolution and corrective action. We require our after-sales service team to respond to the complaints within two hours of receipt and provide solutions to customers within another four to eight hours, depending on the factual circumstances of the complaints. In addition, in our efforts to manage online customer complaints, we diligently monitor public opinion on the internet to identify relevant complaints. Following our established customer complaint handling process, the aftersales team takes charge of addressing and resolving customer issues. During this process, we conduct root cause analysis, assign responsibility, and develop corrective and preventive measures. Comprehensive records are maintained throughout, including feedback and work order tracking. Finally, internal assessments and evaluations ensure transparency and accountability. We approach this entire process with empathy, putting ourselves in the shoes of our customers and users. During the Track Record Period and up to the Latest Practicable Date, we have not experienced any material customer complaints or significant product recalls due to quality issues. In 2022, 2023, 2024, the three months ended March 31, 2025, and subsequent to the Track Record Period up to the Latest Practicable Date, the amounts of compensation paid by us for quality issues were RMB15,000, RMB1,772,063, RMB1,027,740, RMB538,516, and RMB737,440, respectively. We believe that this approach ensures we maintain a high standard of customer service and product quality.

  • 276 -

BUSINESS

Our Diversified Sales and Distribution Channels

Our sales and distribution channels consist of direct sales and sales through distributors. Our direct sale channels comprise (i) sales to automakers, including automakers and their related customers referred to us by such automakers (primarily their Automobile Sales Servicshop 4S) who enjoy substantially identical price and other sales terms as automakers and paid us directly, and (ii) sales to retail customers, mainly through online stores operated by us on major e-commerce platforms. In addition to direct sale channels, we also sell a small portion of our products through partnering with third-party distributors who purchase and resell our products to retail customers. With these diversified sales channels and networks, we are able to expand our user reach across different geographic markets with enhanced operational efficiency. According to Frost & Sullivan, direct sales and distribution are generally in line with the industry norms.

We have established a sales and distribution network, covering 137 cities in China as of March 31, 2025. As of the same date, we had contracted with 203 distributors.

The following table sets forth a breakdown of our revenue by sales channel in the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
By sales channel
Sales of products 407,434 58.5 320,943 47.8 304,537 51.3 76,365 49.0 145,521 67.0
Direct sales 362,280 52.0 262,866 39.2 252,903 42.6 65,928 42.3 97,970 45.1
Sales to automakers 308,630 44.3 210,015 31.3 177,679 29.9 52,451 33.7 61,579 28.4
Retail sales 53,650 7.7 52,851 7.9 75,224 12.7 13,477 8.6 36,391 16.7
Sales through distributors 45,154 6.5 58,077 8.6 51,634 8.7 10,437 6.7 47,551 21.9
Provision of services 289,626 41.5 349,790 52.2 288,871 48.7 79,337 51.0 71,581 33.0
Direct sales 282,129 40.4 341,443 50.9 286,505 48.3 78,973 50.8 71,335 32.9
Sales to automakers 261,124 37.4 316,597 47.2 257,988 43.5 71,707 46.1 62,475 28.8
Retail sales 21,005 3.0 24,846 3.7 28,517 4.8 7,266 4.7 8,860 4.1
Sales through distributors 7,497 1.1 8,347 1.3 2,366 0.4 364 0.2 246 0.1
Total 697,060 100.0 670,733 100.0 593,408 100.0 155,702 100.0 217,102 100.0

BUSINESS

Direct Sales

Sales to Automakers

Since our inception, we have fostered close partnerships with a growing, large base of leading automakers worldwide. We provide automakers with our smart home EV chargers and accessories directly to them, which empowers them to cater to the EV home charging requirements of their end customers effectively. We provide automakers with the option to customize their smart home EV chargers to their needs, including both product functions and exterior designs. Our sales to automakers also include sales to their related customers, who were designated by automakers to purchase products from us on their behalf, or recommended by automakers to purchase products from us, enjoying substantially identical price terms as such automakers.

During the Track Record Period, the number of automakers that were our customers was 20, 19, 21 and 23 in 2022, 2023, 2024, and the three months ended March 31, 2025, respectively. The customer retention rate was 100.0%, 80.0%, 100.0% and 95.2% in 2022, 2023, 2024 and the three months ended March 31, 2025, respectively. The following table sets forth the changes in the number of our automaker customers during the periods indicated.

Year Ended December 31, Three months ended March 31,
2022 2023 2024 2025
As of the beginning of the period 16 20 19 21
Additions of new automaker customers 4 3 2 3
Termination of existing automaker customers(1) 0 4 0 1
Net increase in automaker customers 4 (1) 2 2
As of the end of period 20 19 21 23

Notes:
(1) Our sales arrangement with an automaker customer is terminated when either party chooses not to renew the agreement.
(2) The number of automakers for each period/year during the Track Record Period was determined based on the number of EV OEMs. Different entities within the same automaker group are considered as a single customer.


BUSINESS

We typically enter into an agreement with automakers for sales of products and/or provisions of services which are generally non-exclusive. The key terms of the agreements primarily include:

Duration: The agreements with automakers typically have a duration ranging from one to five years and may be renewed or extended as stipulated in the relevant agreements.

Payment Term: We provide invoices to and make settlements with the automakers on a monthly basis, and may allow a reasonable credit period to certain automakers after invoicing them, as stipulated in the relevant agreements. Such credit period generally ranges from 15 to 90 business days in practice.

Delivery: We are responsible for the risks and expenses associated with delivery.

Minimum Purchase Amount: We generally do not set a minimum purchase amount or sales target.

Deposit: On a case-by-case basis, we may be required to pay a fixed deposit to the automakers as a performance security. The amount of such fixed deposit may vary from case to case based on negotiation, ranging from RMB3,000 to RMB1.0 million during the Track Record Period. Should a breach of the agreement occur on our part, an amount commensurate with the breach will be deducted from the deposit. In instances where deductions are necessitated, we are mandated to restore the deposit to the original sum. Upon the expiration of the warranty period, the deposit, less any deductions, will be refunded without the accrual of interest.

Quality: We provide products and services that meet the requirements of automakers as stipulated in the relevant agreements. In instances where the agreements lack explicit provisions, our products and services adhere to the quality benchmarks established by applicable laws and regulations.

Termination: The agreement will be terminated upon the expiration and by other means as set forth in the relevant agreements.

During the Track Record Period, there was no material breach of contract or dispute between us and our EV automaker customers.

  • 279 -

BUSINESS

Retail Sales

Besides the direct sales of smart home EV chargers and accessories to automakers, we also generate revenue from direct sales to retail customers under our own brand name. Such sales are mainly made through our online stores, and to a lesser extent, to offline customers.

We have commenced the operation of our online stores on major e-commerce platforms with the opening of our first online store on Tmall (天猫) in 2020. As of the Latest Practicable Date, we operated online stores on six e-commerce platforms, including Amazon, Tmall (天猫), Douyin (抖音) and Youzan (有贊). We also present our smart home EV chargers in the showrooms of automakers which allows us to sell and market our products directly to potential retail customers.

We also sell our products offline to customers such as energy companies and charging service operator. We usually negotiate the price with such offline retail customers on a case-by-case basis based on our internal pricing guideline to provide products and terms catering to their specific needs.

Distributorship

Distributors are our important partners who purchase, promote, and resell our products and associated services to retail customers. We have a buyer-seller relationship with our distributors with respect to a small portion of sales of our smart home EV chargers during the Track Record Period.

Our distributors primarily engage in the distribution of EV chargers and installation and after-sales services. Our sales and marketing team screens and selects distributors whom we believe have the required qualifications and capabilities and are suited to our marketing strategy, and establishes and maintains resource sharing with our distributors to effectively execute our marketing strategies specifically tailored to each designated geographic location and retail channel. We believe that our existing distributorship model is consistent with customary industry practice and serves to ensure efficient coverage of our sales network while controlling our cost of distribution.

We select and regularly evaluate our distributors in each region based on a number of factors, including their qualification, licenses and permits, business scale, sales experience, reputation, breadth and quality of sales network. During the Track Record Period, none of our distributors had any past or present relationship (business or otherwise) with our Group, our shareholders, directors, supervisors, senior management.

  • 280 -

BUSINESS

We typically enter into an agreement with each distributor. The key terms of the agreements primarily include:

Duration: The distribution agreements typically have a term of one year and may be renewed upon mutual consent.

Exclusivity: Generally, the distributor should promote and sell our products within the authorized scope, geographical regions and channels as stipulated in the relevant agreements.

Payment Term: We require distributors to make payment before we deliver the products.

Delivery: We deliver products to the location specified by our distributors. We exercise our discretion in selecting a cost-effective logistics transportation method that aligns with the characteristics of the products. We undertake the shipping expenses for each transaction's singular delivery. However, should the distributors have specific delivery stipulations, they would be responsible for any additional transportation costs that may arise.

Minimum Purchase Amount: We generally do not set a minimum purchase amount or sales target. However, in the event that the distributors fail to achieve any sales for a continuous period of three months during the term of the agreements, the agreements will be automatically terminated.

Deposit: Upon entering into the agreements, distributors are obligated to remit a security deposit of RMB10 thousand within 10 days. This deposit is instituted as a measure to ensure the distributors' rigorous compliance with the stipulations of the agreements. The deposit will be deducted based on the circumstances of the distributors' breaches, including selling our products on second-hand platforms, selling our products in a price that is lower than the recommended price, or selling our products outside their authorized scope, geographical regions and channels without our prior consent. Should there be no deductions incurred, the deposit is eligible for rollover into the subsequent year. In instances where deductions are necessitated, distributors are mandated to restore the deposit to the original sum of RMB10 thousand within five business days post-deduction. Upon the termination of the agreements, the deposit, less any deductions, will be refunded without the accrual of interest. However, in circumstances involving a severe violation of the agreements by the distributors, the security deposit is subject to forfeiture and will not be refunded

  • 281 -

BUSINESS

Recommended Price: Generally, our distributors shall adhere to the recommended retail prices provided by us.

Termination: The agreement will be terminated if the distributors fail to achieve sales for a continuous period of three months during the term of the agreements, or do not pay the deposit and the first batch of purchase fund within the stipulated period, the agreements will be automatically terminated. The agreement will also be terminated upon the expiration and by other means as set forth in the relevant agreements.

During the Track Record Period, our distributors did not materially breach our contract terms, and we did not have any material disputes with our distributors.

As of December 31, 2022, 2023 and 2024, and March 31, 2025, we had a total of 51, 117, 185 and 203 distributors, respectively. The following table sets forth the changes in the number of our distributors during the periods indicated.

Year Ended December 31, Three months ended March 31,
2022 2023 2024 2025
As of the beginning of the period 7 51 117 185
Additions of new distributors 49 77 93 64
Termination of existing distributors(1) 5 11 25 46
Net increase in distributors 44 66 68 18
As of the end of period 51 117 185 203

Note:
(1) Our sales arrangement with a distributor is terminated when either party chooses not to renew the agreement.

We have adopted a distributor management protocol to enhance the centralized management of our distributors. We conduct review of our distributors, based on their business performance and regulatory compliance. Our distributors are generally required to comply with all applicable laws and regulations, such as anti-bribery and anti-kickback laws and regulations. Distributors' business performance is primarily evaluated based on the distributors' sales performance. Our sales and marketing department monitors, manages and supports the activities of our distributors to help ensure that they comply with our guidelines, policies and procedures. We conduct annual review of the distributors performance and renew the distributorship agreement with each distributor according to the review results. We generally do not grant any kinds of cash rebates to our distributors. We retain the discretion to adjust credit periods, renegotiate order prices and certain other commercial terms with them based on the review results. We generally do not accept return of products from distributors and we do not participate in the inventory management of our distributors.

  • 282 -

BUSINESS

In 2022, 2023 and 2024, revenue generated through distributors accounted for 6.5%, 8.6% and 8.7% of our total revenue, respectively. In the three months ended March 31, 2024 and 2025, revenue generated through distributors accounted for 6.7% and 21.9% of our total revenue, respectively. During the Track Record Period, we generally maintained effective management and control over our distributors. We believe we are subject to minimal risks of channel stuffing since we adopt sales control measures including reviews of distributors' inventory levels, sales amounts and marketing activities, as applicable and we recognize revenue when the control of the goods or services is transferred to distributors, and we generally do not accept return or exchange of our products except for verified product quality issues. Historically, we have allowed our distributors to make payments after we deliver the products based on our needs to manage our relationships with them, and in such cases, more than a majority of these payments were made by such distributors within 180 days after we invoiced them. We have since enhanced our management on the distributors and require them to complete payments before they are allowed to place purchase orders via our digital system.

We provide distributors with recommended retail prices with an aim to facilitate the stability of our sales and distribution network and mitigate the risk of cannibalization. Our distributors generally follow such recommended retail prices in practice. Our sales and marketing team regularly monitors the prices of our products sold through different channels, including through distributors, and adjusts the recommended retail prices accordingly.

Product Return and Exchange Policy

We have maintained different sales return policy for sales through different channels. In general, we accept return or exchange of our products for verified product quality issues or in accordance with the rules of e-commerce platforms on which we sell our products directly to retail customers. According to Frost & Sullivan, our return policy is generally in line with industry norms. During the Track Record Period, the total value of our product return was insignificant and the amount is less than 1% of our revenue in 2022, 2023 and 2024, and the three months ended March 31, 2025, respectively.

For products sold to corporate customers which mainly consist of automakers, as well as products sold to distributors, we generally did not accept return or exchange of our products except for verified product quality issues or exchanges of unsold products for upgraded products. As of the Latest Practicable Date, we have standardized our distributor agreements where we no longer accept return or exchange of our products except for product quality issues.

For products sold to individual retail customers, we allow unconditional return and exchange in accordance with the rules of e-commerce platforms. In the event of a product return, we undertake a thorough examination of the associated order and validate the customer's assertions prior to authorizing the product return. We advise customers to avail shipping insurance to safeguard against potential costs associated with the return shipment. However, should the return be necessitated due to an error on our part, we will absorb the return shipping costs. Upon receipt of the returned item, we will initiate the refund process. For product exchanges, customers are required to communicate the rationale to our after-sales department. The department will evaluate the situation and inform the customer about the eligibility for an exchange to rectify the issue.

  • 283 -

BUSINESS

We generally provide a warranty period ranging from 12 months to 36 months since the day the products are accepted as compliant with the required standards or as otherwise stipulated in the relevant agreements. During the warranty period, we warrant the products to be free from defects. In the event of a product failure, we shall undertake the necessary corrective actions which may include, but are not limited to, repair, replacement, refund, indemnification of purchaser's losses, and payment of penalties, as stipulated in the relevant agreements. In 2022, 2023, 2024 and the three months ended March 31, 2024 and 2025, we recorded provisions for warranties of RMB26.0 million, RMB17.9 million, RMB18.6 million, RMB2.6 million and RMB6.5 million, respectively.

Revenues are not recognized until the control of the goods or services is transferred to the party that contracts with us to purchase goods or services which are the output of our ordinary activities in exchange for consideration. During the Track Record Period and up to the Latest Practicable Date, we had not experienced any material product return from customers.

OUR CUSTOMERS

During the Track Record Period, our customers mainly include automakers, retail customers and distributors. For details, see "Our Diversified Sales and Distribution Channels."

In 2022, 2023 and 2024, and the three months ended March 31, 2025, the aggregate revenues generated from our five largest customers in each period were RMB459.3 million, RMB466.9 million, RMB333.1 million and RMB116.2 million, representing 65.8%, 69.6%, 56.1% and 53.5% of our revenues, respectively. In the same periods, revenues generated from our largest customer in each period were RMB267.1 million, RMB214.6 million, RMB148.1 million and RMB36.9 million, representing 38.3%, 32.0%, 25.0% and 17.0% of our revenues, respectively. According to Frost & Sullivan, customer concentration is common in the home EV charging industry in China, largely because there are relatively few EV manufacturers. See "Risk Factors — Risks Related to Our Business and Industry — A limited number of customers accounted for a substantial portion of our revenue during the Track Record Period, and many of them are large automakers with substantial negotiating power. Any decreases in our future sales to them could adversely affect our business, results of operations, financial condition and prospects." Our five largest customers in each period during the Track Record Period were leading automakers to whom we sold our smart home EV chargers and related products and installation and after-sales services. As we increase market penetration in China and expand our commercialization channels, we expect revenue contribution from our five largest customers to our total consolidated revenues will decrease. We generally allow a credit period to our automaker customers ranging from 15 to 90 business days after invoicing them, who contributed a substantial portion of our revenue during the Track Record Period. As of the Latest Practicable Date, none of our Directors, their associates or any Shareholder which, to the knowledge of our Directors, owns more than 5% of our share capital had any interest in any of our top five customers in each period during the Track Record Period. Except for Customer B, which is our minority Shareholder and was one of our five largest customers in 2022, 2023, 2024 and the three months ended March 31, 2025, none of our five largest customers in each period during the Track Record Period, including their shareholders, directors, senior management or any of their respective associates, have any past or present relationship (family, employment, trust, financing or otherwise) with us, our subsidiaries, our Shareholders, Directors, senior management or any of their respective associates.

  • 284 -

BUSINESS

Rank Name Location Revenue % of Our Total Revenue Products and Services Sold Background Listing Venue Year of Commencement of Business Relationship Payment method
In the year ended December 31, 2022
1 Customer B PRC 267,122 38.3 Sales of smart home EV chargers and provision of installation and after-sales services A publicly listed EV automaker company, which recorded revenue of approximately RMB424.1 billion for the fiscal year ended December 31, 2022. Shenzhen Stock Exchange, Hong Kong Stock Exchange 2021 Bank transfer
2 Customer A PRC 74,717 10.7 Sales of smart home EV chargers and provision of installation and after-sales services A publicly listed EV automaker company, which recorded revenue of approximately RMB137.3 billion for the fiscal year ended December 31, 2022. Shanghai Stock Exchange, Hong Kong Stock Exchange 2017 Bank transfer and notes
3 Customer C PRC 47,579 6.8 Sales of smart home EV chargers and provision of installation and after-sales services A publicly listed EV automaker company, which recorded revenue of over RMB148.0 billion for the fiscal year ended December 31, 2022. Hong Kong Stock Exchange 2015 Bank transfer and notes
4 Customer D PRC 35,698 5.1 Sales of smart home EV chargers and provision of installation and after-sales services A publicly listed EV automaker company, which recorded revenue of approximately RMB109.3 billion for the fiscal year ended December 31, 2022. Shanghai Stock Exchange, Hong Kong Stock Exchange 2016 Bank transfer
  • 285 -

BUSINESS

| Rank | Name | Location | Revenue
(RMB in thousands) | % of Our Total Revenue | Products and Services Sold | Background | Listing Venue | Year of Commencement of Business Relationship | Payment method |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 5 | Customer E | PRC | 34,185 | 4.9 | Sales of smart home EV chargers and provision of installation and after-sales services | A publicly listed EV automaker company, which recorded revenue of approximately RMB12.2 billion for the fiscal year ended December 31, 2022. | Hong Kong Stock Exchange | 2016 | Bank transfer |
| In the year ended December 31, 2023 | | | | | | | | | |
| 1 | Customer B | PRC | 214,628 | 32.0 | Sales of smart home EV chargers and provision of installation and after-sales services | A publicly listed EV automaker company, which recorded revenue of approximately RMB424.1 billion for the fiscal year ended December 31, 2022. | Shenzhen Stock Exchange, Hong Kong Stock Exchange | 2021 | Bank transfer |
| 2 | Customer C | PRC | 103,400 | 15.4 | Sales of smart home EV chargers and provision of installation and after-sales services | A publicly listed EV automaker company, which recorded revenue of approximately RMB148.0 billion for the fiscal year ended December 31, 2022. | Hong Kong Stock Exchange | 2015 | Bank transfer and notes |
| 3 | Customer A | PRC | 72,593 | 10.8 | Sales of smart home EV chargers and provision of installation and after-sales services | A publicly listed EV automaker company, which recorded revenue of approximately RMB137.3 billion for the fiscal year ended December 31, 2022. | Shanghai Stock Exchange, Hong Kong Stock Exchange | 2017 | Bank transfer and notes |

– 286 –


BUSINESS

Rank Name Location Revenue % of Our Total Revenue Products and Services Sold Background Listing Venue Year of Commencement of Business Relationship Payment method
(RMB in thousands)
4 Customer F PRC 51,465 7.7 Sales of smart home EV chargers and provision of installation and after-sales services A parent company of a publicly listed EV automaker company listed on Shenzhen Stock Exchange in China, which recorded revenue of approximately RMB121.3 billion for the fiscal year ended December 31, 2022. Not listed 2017 Bank transfer and notes
5 Customer D PRC 24,840 3.7 Sales of smart home EV chargers and provision of installation and after-sales services A publicly listed EV automaker company in China, which recorded revenue of approximately RMB109.3 billion for the fiscal year ended December 31, 2022. Hong Kong Stock Exchange 2016 Bank transfer
In the year ended December 31, 2024
1 Customer B PRC 148,098 25.0 Sales of smart home EV chargers(1) and provision of installation and after-sales services A publicly listed EV automaker company, which recorded revenue of approximately RMB777.1 billion for the fiscal year ended December 31, 2024. Shanghai Stock Exchange, Hong Kong Stock Exchange 2021 Bank transfer

Note:
(1) In 2024, we sold 2,706 units of EV chargers to Customer B, representing 0.23% of our total sales. Although we lost a bid with Customer B in mid-2023, we continued to sell EV chargers to Customer B as we fulfilled our contractual obligations from previous successful bids and related purchase orders.


BUSINESS

| Rank | Name | Location | Revenue
(RMB in thousands) | % of Our Total Revenue | Products and Services Sold | Background | Listing Venue | Year of Commencement of Business Relationship | Payment method |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2 | Customer A | PRC | 73,788 | 12.4 | Sales of smart home EV chargers and provision of installation and after-sales services | A publicly listed EV automaker company, which recorded revenue of approximately RMB202.2 billion for the fiscal year ended December 31, 2024. | Shanghai Stock Exchange, Hong Kong Stock Exchange | 2017 | Bank transfer and notes |
| 3 | Customer F | PRC | 40,592 | 6.8 | Sales of smart home EV chargers and provision of installation and after-sales services | A parent company of a publicly listed EV automaker company listed on Shenzhen Stock Exchange in China. | Not listed | 2017 | Bank transfer and notes |
| 4 | Customer G | PRC | 37,784 | 6.4 | Sales of smart home EV chargers and provision of installation and after-sales services | A private company engaged in the research and development, production and sales of electric vehicles. | Not listed | 2024 | Bank transfer and notes |
| 5 | Customer C | PRC | 32,836 | 5.5 | Sales of smart home EV chargers and provision of installation and after-sales services | A publicly listed EV automaker company, which recorded revenue of approximately RMB240.2 billion for the fiscal year ended December 31, 2024. | Hong Kong Stock Exchange | 2015 | Bank transfer and notes |

– 288 –


BUSINESS

Rank Name Location Revenue % of Our Total Revenue Products and Services Sold Background Listing Venue Year of Commencement of Business Relationship Payment method
In the three months ended March 31, 2025
1 Customer B PRC 36,873 17.0 Sales of smart home EV chargers and provision of installation and after-sales services A publicly listed EV automaker company, which recorded revenue of approximately RMB777.1 billion for the fiscal year ended December 31, 2024. Shanghai Stock Exchange, Hong Kong Stock Exchange 2021 Bank transfer
2 Customer A PRC 28,239 13.0 Sales of smart home EV chargers and provision of installation and after-sales services A publicly listed EV automaker company, which recorded revenue of approximately RMB202.2 billion for the fiscal year ended December 31, 2024. Shanghai Stock Exchange, Hong Kong Stock Exchange 2017 Bank transfer and notes
3 Customer H PRC 20,193 9.3 Sales of smart home EV chargers and provision of installation and after-sales services A private company engaged in information technology services. Not listed 2022 Bank transfer
4 Customer I PRC 15,671 7.2 Sales of smart home EV chargers and provision of installation and after-sales services A private company focused on energy technology, digitalization, intelligent systems, IoT, and power electronics technologies. Its parent company is listed on Shenzhen Stock Exchange. Not listed 2023 Bank transfer
  • 289 -

BUSINESS

Rank Name Location Revenue % of Our Total Revenue Products and Services Sold Background Listing Venue Year of Commencement of Business Relationship Payment method
(RMB in thousands)
5 Customer C PRC 15,255 7.0 Sales of smart home EV chargers and provision of installation and after-sales services A publicly listed EV automaker company, which recorded revenue of approximately RMB240.2 billion for the fiscal year ended December 31, 2024. Hong Kong Stock Exchange 2015 Bank transfer and notes

For key terms of agreements with customers, please see “— Our Diversified Sales and Distribution Channels” for details.

We actively nurture our relationships with top customers by continuously innovating and enhancing our product and service offerings, maintaining our lead in the EV home charging sector. Dedicated account managers facilitate communication, making customers feel valued and providing insights for product and operational improvements based on their feedback. From time to time, we implement customer feedback into product development and operational improvement to meet these expectations. This approach, emphasizing transparency and reliability, has fostered long-term partnerships with our top customers, contributing to our business's ongoing success. In addition, according to Frost & Sullivan, automakers maintain high supplier standards, making it challenging to enter to their lists; however, once accepted, a durable partnership is established, and suppliers usually are not easily replaced. Our relationship with top five customers in each year during the Track Record Period remained stable, and all top five customers in each period during the Track Record Period remained as our top customers. We do not expect our relationship with our top five customers in 2026 to terminate or materially and adversely change.

We believe that our relationships with our top five customers are unlikely to experience any material adverse change or termination. According to Frost & Sullivan, EV automakers typically bundle home EV chargers as either standard or optional configurations, integrating charger providers like our company into their sales and service ecosystems. EV automakers maintain rigorous supplier selection standards, requiring bidding suppliers in the home EV charger industry to have at least two to five years of proven business operations in the EV home charging solution market, and only those meeting strict criteria in technical capability, product quality, production capacity, safety compliance, and service quality are selected. The number of charger suppliers admitted to the qualified supplier list of an EV brand rarely exceeds five. This integrated, selective partnership model strengthens our business ties and significantly reduces the risk of any material adverse changes or termination in our relationships with

  • 290 -

BUSINESS

leading automaker customers. We believe that we have built long-standing, strategic partnerships with our top five customers, upheld by our supplier and service standards. Our products and services are integrated into customers' operations, resulting in significant switching costs and operational risks for customers seeking to replace us. According to Frost & Sullivan, although some leading automakers select suppliers through a bidding process, they typically establish systematic and rigorous processes for supplier management. These include stringent qualification screening for bidders and comprehensive evaluation frameworks covering suppliers' capabilities across product quality, technology, delivery capacity, and service responsiveness. After awarding the contract, they also tend to engage in long-term collaboration with suppliers. In addition, once suppliers are selected, leading automakers generally provide multi-year demand forecasts to ensure stable long-term supply. Accordingly, our collaboration with leading automakers is typically not subject to significant changes or termination.

While maintaining a good relationship with our top customers, we have also been expanding our customer base and reducing reliance on a limited number of customers. For example, we have been actively expanding the e-commerce platform and distribution business. We established our e-commerce division in 2020 to enter the domestic e-commerce market and develop distribution channels. The revenue from direct retail sales of products grew from RMB53.6 million in 2022 to RMB75.2 million in 2024, representing an increase of 40.2%. The revenue from sales through distributors increased from RMB45.2 million in 2022 to RMB51.6 million in 2024, representing an increase of 14.4%. In addition, we are also actively developing and upgrading new product categories, such as EV charging robots and EMS solutions. We believe the development of these new products will help us increase and diversify our revenue source, thereby reducing our reliance on a limited number of customers. See also “— Business Sustainability and Path to Profitability.”

We have been a non-exclusive supplier of smart home EV chargers and installation and after-sales services to Customer B since 2021.

We secure contracts for the sale of EV chargers and the provision of installation and after-sales services through a competitive bidding process. In preparing our bids with Customer B, we typically evaluated the technical specifications, quality standards, commercial terms, and delivery requirements outlined in their tender. We also conducted an internal cost analysis and, based on this assessment, determined our approach to participating in the competitive bidding process. For sales of EV chargers, we typically first sign a framework agreement, and after winning the bid we would receive a purchase order. Then we typically receive a delivery notification and will proceed for settlement after the delivery. For provision of services, upon winning the bid, we would sign a contract and then receive a purchase order. After completing the installation services, we would proceed for settlement. As of the Latest Practicable Date, we have signed four framework agreements for EV chargers and two contracts for provisions of services with Customer B. Typically, our contracts have a duration of one year. During the Track Record Period, we delivered more than 365,000 EV chargers to Customer B and completed over 756,000 installation and after-sales service tasks.

  • 291 -

BUSINESS

During the Track Record Period, our average selling prices to Customer B for both EV chargers and installation and after-sales services were approximately 21% to 47% lower than those to non-Customer-B EV automakers. This reflects Customer B's stronger bargaining power as a leading EV automaker in China. As a result of this pricing pressure, our margins on sales to Customer B were typically lower than those for non-Customer-B EV automakers. The price offered by Customer B was in line with its historical offer prices to us.

Given that Customer B adopts a competitive bidding process, we lost a bid in 2023 as our prices were not the lowest. Against the backdrop of pricing war with the EV industry, EV automakers, including Customer B, passed down pricing pressure to the supply chain. Customer B lowered its procurement target price for EV chargers below our expectations amid the price wars in the EV industry in China. Nevertheless, we subsequently secured a new bid with Customer B in July 2024 without material price reduction. Throughout the Track Record Period, we continued to provide installation and after-sales services to Customer B. For further details, see "Summary — Recent Developments."

Mitigating Customer Concentration Risk

Customer B was one of our top five customers during each year of the Track Record Period, contributing 38.3%, 32.0%, 25.0% and 17.0% of our total revenue for the years ended December 31, 2022, 2023, 2024 and for the three months ended 2025, respectively. Such revenue contribution reflects Customer B's strong position in the EV market and our growing project engagement, rather than undue reliance.

Our Directors believe that we have implemented effective measures to mitigate our reliance on Customer B by expanding our customer base to retail and overseas markets as well as developing innovative solutions beyond home EV chargers. While Customer B remains one of our important customers, we have implemented a series of strategic measures to mitigate our reliance on any single customer and diversify our revenue base. These measures have yielded tangible results during the Track Record Period and up to the Latest Practicable Date, as evidenced by our growing sales in retail and overseas markets.

Specifically, to mitigate customer concentration risk, we have undertaken the following initiatives:

  • Enhancing relationships with leading automakers: We have built solid partnerships with a broad base of top-tier automakers. During the Track Record Period, we provided smart home EV chargers and accessories and/or services to seven of the top ten automakers in China in terms of sales volume of EVs in 2024, according to Frost & Sullivan. The number of automaker customers during 2022, 2023, 2024, and the three months ended March 31, 2025 was 20, 19, 21, and 23, respectively, with customer retention rates of 100.0%, 80.0%, 100.0%, and 95.2%. Our customer base now includes a broad range of leading EV automakers in addition to Customer B.

BUSINESS

  • Diversifying product portfolio with higher-margin offerings: We are diversifying our product portfolio to include higher-margin offerings, concentrating on advanced products with higher gross profit margin and strong revenue potential like EV charging robots and EMS solutions, which are not subject to the same pricing pressures as EV chargers and offer strong growth opportunities. These high-margin products have provided a buffer meaningful against the margin impact from automakers who continue to exert downward pressure on EV charger prices. Rather than engaging in aggressive price competition to secure orders, we believe that investing in innovative-driven, value-added products will support sustainable and healthy revenue growth in an increasingly competitive market.

  • Expanding retail customer base and geographical coverage: We are broadening our customer base expanding our presence in retail and overseas markets. We provide EV chargers directly to customers through various e-commerce platforms such as Amazon, Tmall (天貓), Meituan (美團), Dianping (大眾點評), Douyin (抖音) and Youzan (有贊) and plan to further expand internationally. According to Frost & Sullivan, we were one of the top three brands in terms of retail sales of home EV chargers on e-commerce platforms in 2022, 2023 and 2024. In 2022, 2023, and 2024, our revenue from retail sales amounted to RMB53.7 million, RMB52.9 million and RMB75.2 million, representing 7.7%, 7.9% and 12.7% of our total revenue, respectively.

In 2022, 2023, and 2024, our overseas sales revenue amounted to RMB12.9 million, RMB61.3 million and RMB71.9 million representing 1.9%, 9.1% and 12.1% of our total revenue. In the three months ended March 31, 2024 and 2025, our overseas sales revenue amounted to RMB25.4 million and RMB32.1 million, respectively, representing 16.3% and 14.8% of our total revenue. To capture the potential in overseas markets and diversify our customer base, we have expanded, and plan to continue expanding, our global business, including localized production and related business in Thailand, and potential collaboration with automakers in the Middle East.

OUR SUPPLIERS

During the Track Record Period, our suppliers mainly include (i) raw material suppliers for production and (ii) service suppliers, mainly including third-party corporate installation and after-sales service providers.

We select suppliers based on factors such as their business scale, capacity, quality, price, years of operation, reputation and compliance with applicable laws and regulations. For details in management of suppliers, see “Quality Control — Manufacturing and Supply Chain — Raw Materials Procurements.”

  • 293 -

BUSINESS

Raw Material Suppliers

For the production of our products, our principal raw materials include outer casings, charging guns, electronic components and PCBs, and packaging and labeling materials.

We use a limited number of suppliers for our principal raw materials, although there are a sufficient number of alternative suppliers available for such materials with comparable prices and quality standards. As of the Latest Practicable Date, our principal suppliers for raw materials of our product are based in China, from whom we purchased raw materials necessary for our production on an as-needed basis.

We generally enter into supply agreements with our principal raw material suppliers. During the Track Record Period and as of the Latest Practicable Date, there was no material breach of the agreements. The key terms of the agreements primarily include:

  • Duration: The supply agreements typically have a term of three years or five years and may be renewed upon mutual consent.
  • Supply: The suppliers will deliver the relevant raw material as requested by us from time to time to the location designated by us within the time stipulated in the relevant agreements.
  • Payment Term: We typically settle payments with the suppliers on a monthly basis. We are granted a credit term ranging from 30 to 120 days after receipt of invoice.
  • Quality: The suppliers are obligated to take measures to comply with national quality control standard and pre-agreed quality control standards for their products and production process. Upon receiving supplies, we retain the right to reject or return based on our inspection and examination results.
  • Liability: The suppliers are responsible for product liabilities and claims for any loss and penalty arising from quality issues and late delivery.
  • Termination: The agreement will be terminated upon the expiration and by other means as set forth in the relevant agreements.

Service Suppliers

End users, automakers, retailers, distributors and public charging point operators typically place orders through our digital platform. Our service suppliers provide services, including installation and after-sales services to our users via our digital platform and service network.

  • 294 -

BUSINESS

As of the Latest Practicable Date, our principal service suppliers are based in China, from whom we contracted for services on an as-needed basis. During the Track Record Period and as of the Latest Practicable Date, there was no material breach of the agreements.

We typically enter into an agreement with service providers on an entity level. The key terms of the agreements primarily include:

Duration: The supply agreements typically have a term of two years and may be renewed upon mutual consent.

Supply: The suppliers will provide installation and after-sales services to our clients and users, including scheduling on-site visits, conducting surveys, performing installation work, and troubleshooting in accordance with our requirements and specifications. The suppliers are responsible for preparing all matters related to the installation, including but not limited to tools, auxiliary materials, labor protection supplies, safety protection facilities, and transportation.

Payment Term: We typically settle payments with the suppliers on a monthly basis. We are granted a credit term ranging from 60 to 90 days after receipt of invoice.

Quality: The suppliers are expected to complete the installation work within a specified number of days. In the event of rework due to issues attributable to the suppliers, they are required to carry out unconditional rework within 24 hours as per our requirements. Both we and our clients reserve the right to conduct spot checks on completed installation and after-sales services. If the quality of work is found to be unsatisfactory during these checks, fines will be imposed on the suppliers. The suppliers generally commit to a warranty period of two years during which the suppliers provide maintenance services free of charge.

Liability: The service suppliers assume all safety responsibilities and risks during the installation process. The suppliers are responsible for any breaches and for any loss and penalty arising from such breaches.

Termination: The agreement will be terminated upon the expiration and by other means as set forth in the relevant agreements.

During the Track Record Period, our suppliers did not materially breach our contract terms, and we did not have any material disputes with our suppliers. In 2022, 2023 and 2024 and the three months ended March 31, 2025, we have imposed fines on our installation and after-sales service suppliers due to installation quality issues or complaints at a total amount of RMB193.4 thousand, RMB226.3 thousand, RMB436.0 thousand and RMB113.7 thousand, respectively. The imposed fines on the installation and after-sales service suppliers during the Track Record Period did not have a material adverse impact on our operations and financial performance given the amounts involved were not significant.

  • 295 -

BUSINESS

As advised by our PRC Legal Advisor, the service suppliers of installation and after-sales services are not our “dispatched workers.” This conclusion is based on the facts that we enter into service agreements, which are not labor dispatch agreements, with the service suppliers, which are all qualified entities rather than individuals. We do not enter into any agreements with the individual installation professionals; they are directly engaged by the service suppliers. Consequently, the service suppliers, not us, are responsible for the individual installation professionals. These individuals are neither employed, contracted, nor dispatched by us, but are engaged by the relevant service suppliers who serve as contractors to us.

Major Suppliers

In 2022, 2023 and 2024 and the three months ended March 31, 2025, the aggregate purchase amount from our five largest suppliers in each period were RMB109.5 million, RMB171.1 million, RMB182.8 million and RMB40.8 million, representing 17.9%, 26.9%, 27.7% and 6.2%⁽¹⁾ of our total purchase amount, respectively. In the same periods, the purchase amount from our largest supplier in each period were RMB24.3 million, RMB95.5 million, RMB90.7 million and RMB8.9 million, representing 4.0%, 15.0%, 13.7% and 1.3% of our total purchase amount, respectively. Our five largest suppliers in each period during the Track Record Period included raw material suppliers and service suppliers. As of the Latest Practicable Date, none of our Directors, their associates or any other Shareholder which, to the knowledge of our Directors, owns more than 5% of our share capital had any interest in any of our top five suppliers in each period during the Track Record Period. None of our five largest suppliers in each period during the Track Record Period, including their shareholders, directors, senior management or any of their respective associates, have any past or present relationship (family, employment, trust, financing or otherwise) with us, our subsidiaries, our Shareholders, Directors, senior management or any of their respective associates. We connect with these suppliers through two formal channels: (i) our procurement department conducts market sourcing to discover potential suppliers, and (ii) suppliers may contact us through channels like automakers, our public hotline, industry referrals, and peer recommendations. We rigorously review potential suppliers to ensure they meet our standards and requirements before formally establishing them as qualified suppliers. Our purchase amount with the relevant suppliers fluctuated during the Track Record Period due to various factors, including (i) the changing demand for supplies aligned with our customers’ specifications, which fluctuated in line with their demand to us; (ii) cost savings from technological upgrades and exploring alternative options for procurement; and (iii) adjustments in suppliers’ pricing due to market shifts and fluctuations in raw material prices. Specifically, in 2022, Supplier F became our largest supplier upon initiating our business relationship, but by 2023, it no longer ranked among our top five suppliers. We procured charging guns with cables from Supplier F to meet the specifications of a major customer, which placed substantial orders in 2022 but reduced its demand in 2023 due to its own strategic considerations. Nonetheless, the diversity of our customer base mitigates the impact of reduced demand from a single major customer on our overall demand.

⁽¹⁾ The lower concentration of purchases from our top five suppliers in the three months ended March 31, 2025 is primarily because the we usually conducted major procurement from these suppliers and secured the majority of our raw materials by the end of the previous year. As a result, no significant purchases from the top five suppliers were made during this period.

  • 296 -

BUSINESS

Rank Suppliers Location Purchase Amount % of Total Purchase Amount Products and Services Purchased Background Listing Status Year of Commencement of Business Relationship Credit Terms Registered Capital Payment method
In the year ended December 31, 2022
1 Supplier F PRC 24,322 4.0 Charging guns with cables A privately owned company, engaged in manufacturing and sales of connecting terminal block and switch. Not listed 2022 90 days 58.9 Bank transfer
2 Supplier A PRC 24,032 3.9 Charging guns with cables A subsidiary of a publicly listed company, engaged in manufacturing and sales of automobile components and accessories including chargers, charging guns, charging cables, power distribution units, high voltage connectors and others. Not listed 2021 90 days 64.7 Bank transfer
3 Supplier B PRC 20,556 3.4 Outer casings A privately owned company engaged in manufacturing and sales of injection molded parts and plastic products. Not listed 2016 90 days 154.6 Bank transfer
4 Supplier G PRC 20,387 3.3 Power modules A privately owned company, engaged in industrial control remote control solutions, frequency converter solutions and modular power supply. Not listed 2021 30 days 5.0 Bank transfer
5 Supplier H PRC 20,163 3.3 Charging guns with cables A privately owned company, engaged in manufacturing and sales of EV cables and EV home charging connectors. Not listed 2022 90 days 8.0 Bank transfer
  • 297 -

BUSINESS

Rank Suppliers Location Purchase Amount % of Total Purchase Amount Products and Services Purchased Background Listing Status Year of Commencement of Business Relationship Credit Terms Registered Capital Payment method
In the year ended December 31, 2023
1 Supplier I PRC 95,534 15.0 Cables A privately owned company, engaged in manufacturing and sales of EV cables and EV home charging connectors. Not listed 2022 30 days 500.0 Bank transfer
2 Supplier J PRC 25,374 4.0 Installation and maintenance labor A privately owned company, engaged in electronic product services. Not listed 2022 60 days 10.0 Bank transfer
3 Supplier A PRC 21,247 3.3 Charging guns with cables A subsidiary of a publicly listed company, engaged in manufacturing and sales of automobile components and accessories including chargers, charging guns, charging cables, power distribution units, high voltage connectors and others. Not listed 2021 90 days 64.7 Bank transfer
4 Supplier K PRC 15,648 2.5 Charging guns with cables A privately owned company, engaged in manufacturing and sales of EV home charging connectors and wiring harness solutions. Not listed 2021 90 days to 120 days 5.0 Bank transfer
5 Supplier E PRC 13,252 2.1 Installation and maintenance labor A privately owned company engaged in general mechanical equipment installation services and power electronic component sales. Not listed 2020 90 days 12.0 Bank transfer
  • 298 -

BUSINESS

Rank Suppliers Location Purchase Amount % of Total Purchase Amount Products and Services Purchased Background Listing Status Year of Commencement of Business Relationship Credit Terms Registered Capital Payment method
In the year ended December 31, 2024
1 Supplier I PRC 90,677 13.7 Cables A privately owned company, engaged in manufacturing and sales of EV cables and EV home charging connectors. Not listed 2022 30 days 500.0 Bank transfer
2 Supplier J PRC 27,835 4.2 Installation and maintenance labor A privately owned company, engaged in electronic product services. Not listed 2022 60 days 10.0 Bank transfer
3 Supplier L PRC 24,269 3.7 Installation and maintenance labor A privately owned company engaged in wholesale business. Not listed 2022 60 days 3.0 Bank transfer
4 Supplier N PRC 20,334 3.1 Installation and maintenance labor A privately owned company, engaged in the sales, installation, and after-sales service of charging stations. Not listed 2022 60 days 1.0 Bank transfer
5 Supplier K PRC 19,725 3.0 Charging guns with cables A privately owned company, engaged in manufacturing and sales of EV home charging connectors and wiring harness solutions. Not listed 2021 90 days 5.0 Bank transfer
  • 299 -

BUSINESS

Rank Suppliers Location Purchase Amount % of Total Purchase Amount Products and Services Purchased Background Listing Status Year of Commencement of Business Relationship Credit Terms Registered Capital Payment method
In the three months ended March 31, 2025
1 Supplier L PRC 8,863 1.3 Installation and maintenance labor A privately owned company engaged in wholesale business. Not listed 2022 60 days 3.0 Bank transfer
2 Supplier O PRC 8,155 1.2 DC charging station A privately owned company engaged in research and development, manufacturing, sales, operation, and engineering of new energy charging station equipment. Not listed 2024 90 days 320.0 Bank transfer and notes
3 Supplier P PRC 8,035 1.2 Charging guns with cables A privately owned company engaged in research and development and manufacturing of charging station equipment for new energy cars. Not listed 2020 90 days 5.9 Bank transfer
4 Supplier J PRC 7,971 1.2 Installation and maintenance labor A privately owned company, engaged in electronic product services. Not listed 2022 60 days 10.0 Bank transfer and notes
5 Supplier Q PRC 7,822 1.2 Installation and maintenance labor A privately owned company engaged in wholesale business. Not listed 2022 60 days 1.0 Bank transfer
  • 300 -

BUSINESS

Overlapping Customer and Supplier

During the Track Record Period, to the best knowledge of our Directors, one of our top five customers in 2022, 2023, 2024 and for the three months ended March 31, 2025 was also our supplier who provided us with EV cables and accessories compatible with their customized products, and six of our top five suppliers in 2022, 2023, 2024 and for the three months ended March 31, 2025 were also our customers who purchased smart home EV chargers and accessories from us for their after-sales purposes. The following table sets forth the details.

| Customers/Suppliers | Period | Revenue Amount
(RMB in thousands) | % of total revenue | Nature of Revenue | Purchase Amount
(RMB in thousands) | % of Total Purchase Amount | Nature of Purchase |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Customer B | FY2022 | 267,122.3 | 38.3 | Sales of smart home EV chargers and provision of installation and after-sales services | 33.1 | 0.0 | We purchased from Customer B EV cables and accessories compatible with Customer B’s customized products, which we incorporated into the EV chargers that Customer B ordered from us. |
| | FY2023 | 214,627.7 | 32.0 | Sales of smart home EV chargers and provision of installation and after-sales services | 97.0 | 0.0 | We purchased from Customer B EV cables and accessories compatible with Customer B’s customized products, which we incorporated into the EV chargers that Customer B ordered from us |
| | FY2024 | 148,098.4 | 25.0 | Sales of smart home EV chargers and provision of installation and after-sales services | N/A | N/A | N/A |
| | 3M 2025 | 36,873.3 | 17.0 | Sales of smart home EV chargers and provision of installation and after-sales services | N/A | N/A | N/A |

  • 301 -

BUSINESS

| Customers/Suppliers | Period | Revenue Amount
(RMB in thousands) | % of total revenue | Nature of Revenue | Purchase Amount
(RMB in thousands) | % of Total Purchase Amount | Nature of Purchase |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Supplier Q . . . . . | FY2022 | 20.2 | 0.0 | Sales of smart home EV chargers and accessories and cables | 226.0 | 0.0 | Installation and maintenance labor |
| | FY2023 | 901.3 | 0.1 | Sales of smart home EV chargers and accessories and cables | 2,940.9 | 0.5 | Installation and maintenance labor |
| | FY2024 | 5,022.8 | 0.8 | Sales of smart home EV chargers and accessories and cables | 13,201.2 | 1.9 | Installation and maintenance labor |
| | 3M 2025 | 1,636.1 | 0.8 | Sales of smart home EV chargers and accessories and cables | 7,822.1 | 3.8 | Installation and maintenance labor |
| Supplier L . . . . . | FY2022 | 57.6 | 0.0 | Sale of smart home EV chargers and accessories | 133.6 | 0.0 | Installation and maintenance labor |
| | FY2023 | 2,239.0 | 0.3 | Sales of smart home EV chargers and accessories and cables | 8,499.4 | 1.3 | Installation and maintenance labor |
| | FY2024 | 15,150.0 | 2.6 | Sales of smart home EV chargers and accessories and cables | 24,269.5 | 3.5 | Installation and maintenance labor |
| | 3M 2025 | 1,466.4 | 0.7 | Sales of accessories and cables | 8,863.1 | 4.3 | Installation and maintenance labor |
| Supplier J . . . . . | FY2022 | 227.6 | 0.0 | Sales of smart home EV chargers and accessories and cables | 8,403.2 | 1.4 | Installation and maintenance labor |
| | FY2023 | 3,121.2 | 0.5 | Sales of smart home EV chargers and accessories and cables | 25,374.1 | 4.0 | Installation and maintenance labor |
| | FY2024 | 5,887.6 | 1.0 | Sales of smart home EV chargers and accessories and cables | 27,834.7 | 4.1 | Installation and maintenance labor |
| | 3M 2025 | 972.1 | 0.4 | Sales of smart home EV chargers and accessories and cables | 7,970.5 | 3.9 | Installation and maintenance labor |

– 302 –


BUSINESS

| Customers/Suppliers | Period | Revenue Amount
(RMB in thousands) | % of total revenue | Nature of Revenue | Purchase Amount
(RMB in thousands) | % of Total Purchase Amount | Nature of Purchase |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Supplier N . . . . | FY2022 | 1.2 | 0.0 | Sales of smart home EV chargers and accessories | 120.5 | 0.0 | Installation and maintenance labor |
| | FY2023 | 1,046.6 | 0.2 | Sales of smart home EV chargers and accessories and cables | 5,603.5 | 0.9 | Installation and maintenance labor |
| | FY2024 | 8,124.8 | 1.4 | Sales of smart home EV chargers and accessories and cables | 20,334.2 | 3.0 | Installation and maintenance labor |
| | 3M 2025 | 608.5 | 0.3 | Sales of cables and accessories | 6,370.1 | 3.1 | Installation and maintenance labor |
| Supplier E . . . . | FY2022 | 2,570.9 | 0.4 | Sales of smart home EV chargers and accessories and cables | 19,587.0 | 3.6 | Installation and maintenance labor |
| | FY2023 | 2,732.8 | 0.4 | Sales of smart home EV chargers and accessories and cables | 13,252.5 | 2.1 | Installation and maintenance labor |
| | FY2024 | 1,242.0 | 0.2 | Sales of smart home EV chargers and accessories and cables | 2,438.8 | 0.4 | Installation and maintenance labor |
| | 3M 2025 | N/A | N/A | N/A | 9.3 | 0.0 | Installation and maintenance labor |
| Supplier P . . . . | FY2022 | N/A | N/A | N/A | 2,500.7 | 0.5 | We purchased from Supplier P charging guns with cables |
| | FY2023 | N/A | N/A | N/A | 1,470.0 | 0.2 | We purchased from Supplier P charging guns with cables |
| | FY2024 | 2.7 | 0.0 | Sales of smart home EV chargers | 7,316.3 | 1.1 | We purchased from Supplier P charging guns with cables |
| | 3M 2025 | N/A | N/A | N/A | 8,035.4 | 3.9 | We purchased from Supplier P charging guns with cables |

– 303 –


BUSINESS

Negotiations of the terms of our sales to and purchases from the overlapping customers and suppliers were conducted on a transaction-by-transaction basis. We have established solid business relationships with our overlapping customers and suppliers. Our sales to and purchases from our overlapping customers and suppliers were not related to or interconditional upon each other. Our Directors confirmed that all of our sales to and purchases from these overlapping customers and suppliers were entered into after due consideration taking into account the prevailing purchase and selling prices at the relevant times, conducted in the ordinary course of business under normal commercial terms and on arm's length basis. As of the Latest Practicable Date, none of our Directors, their close associates or any shareholders who owned more than 5% of the issued share capital of our Company, had any interest in any of our overlapping customers and suppliers during the Track Record Period.

Sanction Implications of Our Suppliers

To the best knowledge of our Directors, none of our suppliers of core materials is subject to any export or import restrictions or other sanctions that may materially disrupt our supply chain.

INTELLECTUAL PROPERTY RIGHTS

Intellectual property rights are important to our business. Our future commercial success depends, in part, on our ability to obtain and maintain patents and other intellectual property and proprietary protections for commercially important technologies, inventions and know-how related to our business, defend and enforce our patents, preserve the confidentiality of our trade secrets, and operate without infringing, misappropriating or otherwise violating the valid, enforceable intellectual property rights of third parties.

During the Track Record Period and up to the Latest Practicable Date, we were not involved in any material proceedings in respect of, and we had not received notice of any material claims of infringement of, any intellectual property rights that are threatened or pending, in which we may be a claimant or a respondent.

For details, please see “Appendix IV Statutory and General Information — 2. Further Information About Our Business — Our Intellectual Property Rights.”

Patent

As of March 31, 2025, we owned 179 patents and patent applications, among which we self-owned 145 of our patents and 34 patent applications.

  • 304 -

BUSINESS

Trade Secrets and Confidential Information

We may rely, in some circumstances, on trade secrets and confidential information to protect aspects of our technology. We seek to protect our proprietary technology and processes, in part, by entering into confidentiality agreements with consultants, scientific advisors and contractors, as the case may be. We have entered into confidentiality agreements and non-competition agreement with our key employees who have access to trade secrets or confidential information in relation to our business. Our standard employment contract contains an assignment clause, under which we own all the rights to all inventions, technology, know-how and trade secrets derived during the course of such employee's work.

Trademark and Copyright

We own a number of registered trademarks and pending trademark applications. We conduct our business under the trade name “拳達(Zhida).” As of the Latest Practicable Date, we had registered trademarks for our Company and our corporate logo in the PRC and other jurisdictions and are seeking trademark protection for our Company and our corporate logo in other countries where available and appropriate. As of March 31, 2025, we owned 137 copyrights.

Information Technology System

We seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems.

We are committed to protecting the data security and privacy of our customers, suppliers and business partners, and to complying with all applicable laws and regulations on data security and privacy. We have implemented a series of internal protocols and management systems on data collection, processing and usage to ensure the compliance with data privacy laws and regulations in jurisdictions where we operate. The type of personal data involved in the course of our business include names, addresses, telephone numbers, product or service requests, and other data necessary to the sales of products or provision of our services through our digital platform. Such personal data will be retained till the users terminate the services agreement by deleting their accounts or requiring us to delete their personal information, unless we are required to retain such personal information for a longer period by laws and regulations. In addition to collecting the aforementioned user personal information, our digital platform collects business data related to the production, installation, and use of EV chargers for business management and analysis. Such business information is deemed not personal in nature and is currently permanently retained for business development purpose. Our data generated or collected in the daily operation within the territory of the PRC are processed and stored at servers located in China and such data generated or collected overseas are processed and stored at servers located overseas. We have established and implemented a strict group-wide policy, internal protocols and management systems on data collection, processing and usage as follows:

(1) We have developed policies for data security and privacy protection. For example, we formulated the Information System Data Security Management System, Data Security Management Regulations and the Information Classification and Grading


BUSINESS

Management Procedures to regulate the data governance of the Group, which set up the procedures and standards for data classification and grading, the encryption of important business data, and the backup and storage of data. To prevent the improper use or disclosure of data, we have established the Personal Information Protection System and Employee Information Security Management System for the personal information protection and the Information Security Management Manual to clarify the norms employees must follow for information security. We have also established stringent internal protocols under which we grant classified access to data so as to only allow minimum data access by limited employees with strictly defined and layered access authority. Our User Access Management Procedure specifies requirements for managing employee access permissions and passwords.

To enforce such security measures, we regularly conduct training for employees to ensure they are aware of the relevant system and legal requirements, and we distribute the full text of the relevant systems to employees. Additionally, the employment contract with employees clearly stipulates that if an employee violates the company's internal regulations, the employee may face the maximum penalty of termination of the employment contract.

(2) For personal information protection, we have implemented the Personal Information Protection Management System. This system defines organizational responsibilities, outlines security measures for personal information handling, and addresses issues such as access requests, authorization, impact assessment, and privacy protection. It also includes training, compliance management, incident response, and protection of minors' information.

(3) To further enhance security, we have implemented measures outlined in the Computer Network Maintenance and Management Measures and the Information System Access and Usage Monitoring Management Procedures.

(4) To ensure reliability and availability of our operations, we have designed emergency plans in response to events of potential security breaches and attacks. We back up our data daily to minimize the risk of data loss. We also conduct periodical reviews of our back-up systems to ensure that they function properly and are well maintained. To identify potential security risks, ensure strict compliance of our data security and privacy policies and applicable laws and regulations, we regularly conduct security reviews. In addition, we have prepared a detailed data security emergency plan to deal with any potential breakdowns and data loss.

The Information Security Leadership Group, which is composed of the head of the Information Security Department, the head of the Risk Control Department, and the head of the Comprehensive Management Department, oversees comprehensive management of data security and personal information protection. Our senior management is responsible to establish and update our network and data security related policies and strategies in compliance with applicable laws and regulations, assign security management responsibilities to relevant departments, among others.

  • 306 -

BUSINESS

During the Track Record Period and as of the Latest Practicable Date, we have not been subject to fines or penalties for non-compliance with laws and regulations related to data privacy, nor have we been criticized or investigated by relevant governmental authorities in relation to the protection of personal information. Furthermore, we (i) collected personal information only after obtaining our users' authorization; (ii) used personal information and their data only for the purpose of providing services or other purposes that our users agree to or for other purposes which are required or permitted by laws and regulations; (iii) adopted various measures to protect such data from being misused, attacked, or leakage; (iv) did not experience any incidents in breach of users' confidential information or any other relevant issues which could cause a material adverse effect on our reputation, business, financial condition or results of operations; and (v) were not subject to any enquiry, notice, review, warning or investigation by any government authorities in respect of any laws, regulations or policies relevant to data privacy protection with material adverse effect. Based on the above, we and our PRC Legal Advisor are of the view that we complied with personal data and privacy protection laws and regulation in PRC in all material respects during the Track Record Period and up to the Latest Practicable Date.

Despite any measures taken to protect our data and intellectual property, unauthorized parties may attempt to or successfully gain access to and use information that we regard as proprietary. See "Risk Factors — Risks Relating to Our Business and Industry — We may not be able to adequately establish, maintain, protect and enforce our intellectual property and proprietary rights or prevent others from unauthorized use of our technology and intellectual property rights. Any such events could harm our competitive position and also subject us to ligations brought by third parties, which could adversely affect our business, results of operations, financial condition and prospects."

COMPETITION

Depending on different application scenarios, EV charging solutions can be divided into EV home charging solutions and EV public charging solutions. EV home charging solution providers primarily focus on AC chargers, catering primarily to automakers and retail customers. On the other hand, EV public charging solution providers offer both AC and DC chargers, targeting charging point operators, fleets, public transport companies, among others. Within the EV home charging segment, there's a division between third-party providers and automakers. However, most automakers are gradually exiting this market due to their primary focus on EV manufacturing and sales, lacking nationwide service networks for home charging solutions. Globally, there are approximately 4,000 manufacturers of home EV chargers and 1,000 manufacturers of public EV chargers. Some manufacturers specialize in one type like us, while others offer both. Although some providers of EV public charging solutions may also enter the EV home charging market, competition dynamics between those specializing in public charging and those focusing on home charging are relatively mild due to differing customer bases and target markets.

  • 307 -

BUSINESS

During the Track Record Period, the global sales volume of EV chargers reached approximately 19.2 million, among which the global sales volume of home EV chargers accounted for approximately 77.3%. In terms of sales volume and sales value of home EV chargers in China during the Track Record Period, we both ranked first, with a market share of approximately 13.6% and 10.3%, respectively.

EV home charging solutions mainly refer to charging solutions including product offerings and service offerings for EV home users, providing a safe charging experience as well as smart energy management. Specifically, the product offerings of EV home charging solutions mainly include smart home EV chargers and related accessories, whilst the service offerings mainly include installation and maintenance services of home EV chargers, and smart energy management services during charging process, such as smart remote control, safe charging, off-peak charging and data analytics. Our EV home charging solutions mainly use AC charging technology, while some of our pipeline products, including our EV charging robots, use DC charging technology. For more information on the technological advantages for AC and DC EV chargers, see "Industry Overview — EV Home Charging Solutions — Market Definition and Overview." For the technological advantages of our products, see "— Our Product Offerings."

According to Frost & Sullivan, the total sales value of the home EV chargers is RMB7.2 billion globally and RMB3.5 billion in China in 2024. Driven by the growing sales volume of EVs, the global sales volume of home EV chargers increased from 0.4 million in 2020 to 5.7 million in 2024, representing a CAGR of 93.2%. In 2020, due to the impact of COVID-19 pandemic, the on-site installation services of EV chargers were interrupted, causing a decrease in the sales volume of home EV chargers. From 2020 to 2024, the sales volume of home EV chargers in China, Europe, North America, South America, Middle East and Southeast Asia grew at a CAGR of 111.7%, 53.2%, 57.8%, 109.3%, 97.5% and 277.8%, respectively. The EV industry's growth is expected to drive the rapid growth in home EV charger demand. In 2029, the global sales volume of home EV chargers is expected to reach 14.4 million, representing a CAGR of 20.3% from 2024 to 2029. During the same period, the sales volume of home EV chargers in China, Europe, North America, South America, Middle East and Southeast Asia are expected to grow at a CAGR of 15.1%, 15.0%, 14.5%, 51.6%, 52.3% and 64.9%, respectively.

However, the EV home charging solutions market in China is developing rapidly and the competition landscape is constantly evolving, as driven by technological advancement and business model innovation. This results in the frequent introduction of new products and price competition from our competitors in the EV home charging solution industry. Further, some of our current or potential competitors have greater resources or may be acquired by third parties with greater resources. New competitors or alliances may emerge in the future that have greater market share, more widely adopted technologies, greater marketing expertise and greater financial resources, which could put us at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of our current or future target markets, which could create price pressure. For details, see "Risk Factors — Risks Related to Our Business and Industry — We face competition as the EV home charging solution market develops and evolves." For competitive landscape, see "Industry Overview — EV Home Charging Solutions — Competitive Landscape of Global EV Home Charging Solutions."

  • 308 -

BUSINESS

EMPLOYEES

As of March 31, 2025, we had 523 employees in total. The following table sets forth the number of our employees categorized by function as of the same date.

Function Number
Manufacturing 139
Sales and Marketing 146
Research and Development 137
Quality Control 23
General(1) 78
Total 523

Note:
(1) General includes human resource department, finance department, and other administrative departments.

Substantially all of our employees are stationed in China. In compliance with the applicable labor laws, we enter into individual employment contracts with our employees covering matters such as wages, bonuses, employee benefits, workplace safety, confidentiality obligations, non-competition and grounds for termination. The terms of our employment contracts are stipulated in the relevant agreements on a case-by-case basis.

To remain competitive in the labor market, we provide various incentives and benefits to our employees. We invest in continuing education and training programs, including internal and external training, for our management staff and other employees to upgrade their skills and knowledge. We also provide competitive salaries, project and stock incentive plans to our employees especially key employees. We require all of our employees, especially those involved in sales and marketing and business development activities, to abide by our anti-bribery and anti-corruption compliance requirements and applicable laws and regulations to eliminate bribery and corruption risks. We closely monitor our employees' compliance with anti-bribery and anti-corruption policies.

We enter into standard confidentiality and employment agreements with all our employees. We also enter into non-compete agreements with key employees that prohibit them from competing with us, directly or indirectly, during his or her employment and for two years after the termination of his or her employment. Employees also assign inventions and discoveries made during the course of his or her employment to us as stipulated in such agreements.

None of our employees are currently represented by labor unions. We believe that we maintain good working relationships with our employees, and we did not experience any significant labor disputes or any significant difficulty in recruiting staff for our operations during the Track Record Period and up to the Latest Practicable Date.

  • 309 -

BUSINESS

As of the Latest Practicable Date, we did not have any non-compliance with statutory social security insurance fund and housing fund obligations applicable to us under applicable laws in all material respects.

INSURANCE

We maintain insurance policies that we consider to be in line with market practice and adequate for our business. We are acutely aware of the importance of employee safety, especially for those engaged in after-sales on-site installation and repair services. Given that these positions may involve hazardous operations, we have insured our related staff with personal accident insurance to provide them with protection and peace of mind. In addition, we maintain insurance policy covering personal and property damages caused by the use of our products. We also maintain social welfare insurance for our employees in accordance with relevant PRC laws and regulations. We currently do not maintain product liability insurance.

SEASONALITY

Our business experiences seasonal fluctuations due to its dependency on EV sales. The demand for our products and services is influenced by the sales patterns of EVs, particularly in China where the automotive industry typically promotes sales in the fourth quarter of the year. This leads to an increase in EV purchases during this period, and consequently, a higher demand for our products and services.

We have implemented strategies to manage the impact of seasonality on our operations. By adjusting our production capacity and managing our inventory effectively, we are able to mitigate the effects of these seasonal fluctuations. Due to these seasonal variations, comparisons of our operational results between different quarters within a single fiscal year or across different fiscal years may not necessarily be meaningful. Therefore, such comparisons should not be relied upon as indicators of our future performance. We expect the impact of seasonality on our business to continue in the future, and we will continue to leverage our strategies to manage this aspect of our operations effectively.

PROPERTIES

Our headquarters is located in Shanghai, China and our principal manufacturing facilities are located in Anhui, China. As of the Latest Practicable Date, we leased an aggregate area of approximately 56,873 sq.m., including 47,781 sq.m. of GFA for manufacturing facilities, and 9,092 sq.m. for office use. The relevant lease agreements generally provide a duration ranging from one year to three years.

We are subject to certain risks related to our leased properties. As of December 31, 2022, 2023, 2024 and three months ended March 31, 2025, the number of lease agreements without valid title certificate was 1, 1, 1 and 2, respectively. As of the Latest Practicable Date, with respect to 5 of our leased properties used as non-headquarter office space in the PRC, the lessor has not provided valid title certificate, valid title certificate for commercial purpose or relevant

  • 310 -

BUSINESS

authorization document evidencing right to lease the property to us. As a result, we cannot assure you that we will not be subject to any challenges, lawsuits or other actions taken against us with respect to the property defect and property leased by us for which the relevant lessor does not hold valid title certificate. If such property was successfully challenged, it may be subject to suspension of use and the lease may be void and no more binding, and we may be forced to relocate our operation on the affected property. Given that the alternative premises are available at reasonable locations and prices, we believe we would not experience any difficulty in locating a new non-headquarter office space in the event we are forced to relocate to another premise. The amount of potential relocation costs range from RMB4.1 million to RMB4.6 million. In addition, under the relevant PRC law, all lease agreements are required to be registered and filed with the relevant land and real estate administration bureaus. However, as of December 31, 2022, 2023 and 2024 and three months ended March 31, 2025, the number of lease agreements that had not been registered or filed with the relevant land and real estate administration bureaus in the PRC was 16, 20, 14 and 16, respectively. As of the Latest Practicable Date, the lease agreements with respect to 18 of our leased properties had not been registered or filed with the relevant land and real estate administration bureaus in the PRC because the relevant lessors failed to provide necessary documents for us to register or file the leases with the local government authorities. According to Article 706 of the Civil Code of the People's Republic of China (《中華人民共和國民法典》), "Failure by the parties to go through the registration and filing formalities for the lease contract in accordance with laws and administrative regulations shall not affect the validity of the contract." As advised by our PRC Legal Advisor, failure to complete the registration and filing of lease agreements will not affect the validity of the lease agreements or result in us being required to vacate the leased properties. According to the provisions of the Measures for the Administration of Commodity Housing Leasing (《商品房屋租賃管理辦法》), within 30 days after the conclusion of a housing lease contract, the parties to the housing lease shall go to the construction (real estate) department of the people's government of the municipality directly under the Central Government, city, or county where the leased housing is located to handle the registration and filing of the housing lease; those who violate the foregoing provisions shall be ordered by the construction (real estate) department of the people's government of the municipality directly under the Central Government, city, or county to make corrections within a time limit; if a unit fails to make corrections upon expiration of the time limit, it shall be fined not less than RMB1,000 but not more than RMB10,000. However, the relevant PRC authorities may impose a fine ranging from RMB1,000 to RMB10,000 for each of such lease agreements. Based on legal provisions, some leasing activities within the Group have not fully complied with legal requirements, but this does not affect the validity of the lease contracts or the effectiveness of the leasing activities, and the maximum penalty they face is a fine. According to the confirmation of the Group and Directors, the statutory fine amount does not have a significant financial impact on the Group's business operations; even in extreme cases where relevant work locations are changed and leased properties are altered, it will not have a significant impact on the Group's business. As advised by our PRC Legal Advisor, our Directors are of the view that the foregoing non-compliances will not have a material adverse impact on the our business, results of operations, financial condition and prospects.

  • 311 -

BUSINESS

During the Track Record Period, we did not experience any dispute arising out of our leased properties. For details of risks relating to our leased properties, see “Risk Factors — Risks Related to Our Business and Industry — Some of our leased properties have title defects and did not complete registration procedures at relevant authorities.”

We do not have any single property interest with a carrying amount of 15% or more of our consolidated total assets as of December 31, 2024. 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 (Chapter 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 of our Group’s interests in land or buildings.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

We are committed to social responsibilities, and consider environmental, social and governance (“ESG”) essential to our continuous development.

We believe we have adequate policies ensuring compliance with all ESG-related regulations. During the Track Record Period and up to the Latest Practicable Date, we had been in compliance with the relevant PRC laws and regulations in all material aspects and 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.

Governance Structure

We acknowledge our environmental protection and social responsibility and realize that ESG-related issues may affect our business operations. Our Board has collective responsibility for managing the impact of the material ESG risks and opportunities affecting us, formulation and establishment of our ESG-related mechanisms, policies and objectives, and reviewing our performance against the ESG objectives on an annual basis and revising the ESG policy as appropriate if significant deviations from the objectives are identified. Under the supervision of our Board, we established an ESG task force for addressing such risks and formulated not only corresponding working rules to supervise our corporate social responsibility but also measures for sustainable development. Our ESG task force consists of five members, including our Director, senior managements and department heads who will gain experience for monitoring ESG-related matters. This dedicated group of senior personnel is responsible for (i) assessing and managing our ESG-related risks and opportunities, and deliberating on the formulation of, among others, our ESG strategic plans, management structure, systems, strategies and implementation rules so as to ensure the continuous execution and implementation of our ESG policies; (ii) identifying significant ESG issues, gathering stakeholder opinions, and formulating ESG guidelines based on our business development, industry trends, and regulatory requirements; (iii) reviewing our ESG work and internal monitoring systems, and making recommendations on their appropriateness and effectiveness; (iv) reviewing our ESG-related disclosure documents, including but not limited to the annual ESG reports; (v) monitoring our ESG-related risks and making inquiries on and formulating


BUSINESS

corresponding measures for major issues that affect our performance of ESG-related work, and reviewing and supervising how such issues are handled; and (vi) providing ESG-related training and materials to the Board of Directors. The Board and the ESG task force will continue to monitor our strategic planning for risk management, including climate-related risks and those risks that were monitored as part of standard operating procedures, to ensure that appropriate mitigation measures are implemented as part of regular management reviews.

We plan to adopt governance measures in place to comply with all ESG-related laws and regulations and to monitor and collect ESG-related data for preparing disclosure in compliance with the requirements of the Environmental, Social and Governance Reporting Guide in Appendix C2 to the Listing Rules after the Listing.

Materiality Assessment

We believe that the conduct of materiality assessments is critical to our long-term development, as they allow us to properly analyze and consider important ESG-related issues. We have developed a materiality assessment process as follows: (i) identifying potentially significant ESG issues that may have an impact on our business or related parties based on our development, Sustainability Accounting Standards Board (SASB) standards and peer industry references; (ii) inviting stakeholders (directors, shareholders, investors, senior management, employees, suppliers and partners, government and regulatory bodies) to participate in questionnaires and interviews to express their concerns on each potentially significant issue; (iii) analyzing the responses collected and prioritizing potential material issues; and (iv) reviewing and determining the material issues for us and making disclosures.

Through materiality assessment, we have identified a total of 21 areas of focus as follows:

Environmental Issues Social Issues Governance Issues
Carbon Emissions Management Supply Chain Management Economic Benefits
Green Products Opportunity Customer Management Risk management and control
Waste Management Diversity and Inclusion Business Ethics and Anti-Corruption
Water Resources Management Employee Rights and Benefits Cyber Data Security and User Privacy Protection
Energy Consumption Management Employee Development Environmental Management System
Occupational Health and Safety Intellectual Property Management
Public Welfare and Charity Product Innovation
Product Quality and Safety
Responsible Marketing

BUSINESS

The quantifiable matrix adopted to assess the materiality of ESG risks is set forth below:

img-0.jpeg

Integrating ESG practices is essential for our long-term financial health and resilience. By proactively addressing ESG risks, we not only mitigate potential threats but also uncover strategic opportunities for innovation and competitive advantage. Our commitment to ESG aligns with our vision of building a better future. While managing ESG-related risks may necessitate initial resource investment, we believe that these efforts will yield substantial rewards in the long term. Our ESG practices contribute not only to organizational success but also to the well-being of all humanity. By embracing responsible practices, we enhance our reputation, ensure stability, and elevate our overall performance.

ESG-Related Risks and Management

In order to comprehensively identify and respond to risks faced by our business, our ESG working group works with each of our divisions on a regular basis to identify the risks that exist, establish methods to identify and respond to them. For example, with respect to climate change, we have analyzed the risks as below:

Physical risks. We believe that climate change-induced extreme weather events pose both short-term and long-term risks to our business. In the short term, unstable weather conditions such as heavy rain, typhoons, or droughts could damage our manufacturing facilities, disrupt logistics, and lead to delays in the transportation of our products, potentially causing financial losses. In the long term, climate change may lead to irreversible changes in temperatures and


BUSINESS

increased extreme weathers that could profoundly affect the global supply chain, consumer habits, demand for EVs and economy. To mitigate these risks, we have established a management system for determining the best course of action when facing extreme weather events and have formulated countermeasures to combat the possible decline in the availability of raw materials from long-term climate change.

Transition risks. As climate change exacerbates, we foresee that market sentiment may shift towards products and alternatives that have a more environmentally friendly image than ours. Additionally, the transition towards a low-carbon economy may bring about risks to our manufacturing. As the electricity grid switches to renewable energy, the demand for electricity may outpace supply, possibly leading to an increase in frequency of electricity outages and unpredictable disturbances to our EV charger manufacturing. To mitigate these risks, we, as a green company and a provider of smart home energy management solutions, will leverage our environmentally friendly image and share sustainability concepts through various media channels. This not only promotes the environmental benefits of our EV chargers but also fosters customer confidence in our products, thereby encouraging more sustainable choices in energy consumption. To lower the risk of interruptions in manufacturing due to blackouts, we may maintain a backup energy source for our factories.

Below please find a summary table of our assessment of the climate-related risks and opportunities:

Category Description Time Scale^{1} Value Chain Impact^{2} Financial Impact Mitigation Measures
Physical Risks
Acute Risks The occurrence of extreme weather events and natural disasters such as typhoons, floods, and heavy rains may affect our production facilities and logistics supply, resulting in disrupted production and operations, or even casualties Short-term, Medium-term Operations, Logistics Increased operating costs 1. Establish an assessment and management system, regularly evaluate the potential impacts of the risks, formulate emergency response plans, and improve corresponding emergency measures;
2. Monitor real-time weather conditions at manufacturing facilities and issue timely early warnings of extreme weather;
3. Establish a diversified supply chain and globally distribute manufacturing facilities to reduce reliance on a single supplier or logistics route
Losses of company assets
Decreased company revenue
  1. Short-term (0-1 year), Medium-term (1-5 years), Long-term (5-30 years)
  2. Operations, Logistics, Sales

BUSINESS

Category Description Time Scale^{1} Value Chain Impact^{2} Financial Impact Mitigation Measures
Chronic Risks Chronic risks such as persistent high temperatures and rising sea levels may impact the supply of raw materials, thereby affecting the production and sales of charging pile products; these may also affect the climate of operating locations and reduce factory operational efficiency Long-term Operations, Logistics, Sales Increased operating costs
Decreased company revenue 1. Establish an assessment and management system and regularly evaluate the potential impacts of the risks;
2. Establish a diversified supply chain and globally distribute manufacturing facilities to reduce reliance on a single supplier or logistics route
Transition Risks
Policy and Legal Risks The transition to a low-carbon economy will drive climate change-related regulatory and disclosure requirements. For example, the government's increased supervision of carbon emissions may expose us to stricter regulatory requirements on carbon emissions. Meanwhile, our global business expansion may encounter more green and low-carbon requirements and regulations Short-term, Medium-term, Long-term Operations Increased operating costs 1. Timely track the trends of climate/ESG/sustainability-related policies and regulations in our business locations
Technology Risks Market and policy changes in the new energy vehicle industry, as well as demands for low-carbon production, may require us to use low-carbon equipment, materials and technologies to adapt to new technical and process requirements. Meanwhile, accelerated technological iteration will lead to increased R&D investment and product iteration to meet the latest technical requirements Medium-term, Long-term Operations, Sales Increased operating costs
Increased R&D costs 1. Timely track the trends of domestic and global climate/ESG/sustainability-related policies and regulations;
2. Actively implement energy conservation and emission reduction measures, improve and optimize production processes, and deploy automated and intelligent platforms
  • 316 -

BUSINESS

Category Description Time Scale^{1} Value Chain Impact^{2} Financial Impact Mitigation Measures
Reputation Risks External stakeholders continue to raise requirements for climate disclosure and ESG information disclosure. We must set an example by practicing green and low-carbon initiatives and reducing environmental pollution and ecological damage; otherwise, it may have an adverse impact on our brand and reputation Medium-term, Long-term Operations, Increased operating costs 1. Actively implement energy conservation and emission reduction measures, improve and optimize production processes, and enhance energy efficiency through automated and intelligent platforms
Opportunities
Policy and Market Dividends To address climate change, the Chinese government is accelerating the popularization of new energy vehicles. For example, fiscal subsidies, tax incentives, and low-carbon transportation policies under the goals of carbon peaking and carbon neutrality will provide development space for new energy vehicle-related industries, thereby driving the sales of charging piles Short-term, Medium-term, Long-term Operations, Sales Reduced operating costs
Increased company revenue 1. Timely track the trends of domestic and global climate/ESG/sustainability-related policies and regulations;
2. Focus on new energy intelligent charging products and smart energy platforms as core businesses to promote the widespread application of new energy vehicles
Growth in Market Demand The popularization of the concept of sustainable development has led to changes in consumer preferences, with consumers tending to purchase more green, environmentally friendly, and low-carbon products and services Short-term, Medium-term, Long-term Sales Increased company revenue 1. Focus on new energy intelligent charging products and smart energy platforms as core businesses, and promote the concept of sustainability through media channels leveraging our environmental image

Given our core business of providing smart home EV chargers, we attach great importance to fostering an ESG culture including promoting clean energy, carbon emission reduction, and material recycling. We have strengthened understanding of ESG risks, opportunities and measures among our employees and departments through training and publicity. For identified material ESG risks, we have developed action plans and assigned responsible departments to implement them in daily operations. For instance, we plan to purchase green electricity to reduce our carbon footprint and explore ways to enhance material recyclability ratios, thereby reducing resource usage.

  • 317 -

BUSINESS

Social Responsibility

Equality in Hiring

We have established a recruitment policy to clearly define the responsibilities of the human resources department and the hiring departments. Our commitment is unwavering in upholding the principles of equal competition, information transparency, and two-way selection throughout the open recruitment process. Whether in written examinations, interviews, or setting recruitment conditions, we adhere strictly to the principles of fair competition, ensuring transparent disclosure of recruitment information and maintaining open communication with all candidates. Simultaneously, we uphold compliance with applicable laws, regulations, and policies regarding equal employment and anti-discrimination in various countries and regions. In recruitment, career development, promotion, and other aspects, we provide equal opportunities to all employees, without differentiation based on gender, age, or marital status. As of March 31, 2025, we had 523 employees in total, and our female employees represented 49.3% of our total number of employees. In terms of age groups, employees aged 29 and below represented 21.8%, those aged between 30 and 50 represented 72.7%, and employees aged 50 and above represented 5.5%. In terms of expertise, manufacturing-related employees represented 27.0%, sales and marketing employees represented 25.6%, research and development employees represented 28.1%, and quality control employees represented 19.3%. Moreover, we attach particular importance to the diversity of the Board. The Board of Directors of the Group has five directors, including one female director and two PhD holders.

Development and Training

We offer a comprehensive array of training programs for our employees. Our internal training curriculum encompasses diverse topics including product knowledge, intellectual property, work skills, product management, financial management and interpersonal communication. These programs aim to cultivate versatile talents across various domains. Additionally, we conduct induction training for new hires, covering essential areas such as employee code of conduct, business ethics, office etiquette, compliance, laws and regulations, and industry know-how. This onboarding process serves to acquaint new employees with our corporate culture and values, enhancing their understanding of our company, industry trends, business operations, and compliance standards. As of March 31, 2025, we had organized several training sessions for our employees, and each employee had received an average of two hours of training in the three months ended March 31, 2025, for a cumulative total of 776 hours of training. We have set an employee training target for the year 2030, aiming achieve an average of 5 hours of training per person, respectively, considering actual average training hours per person in previous years, our ESG goals and financial condition. Furthermore, we have developed Zhida Training Plan (2025-2030), formulating a comprehensive, stratified and categorized training system linked to career development paths, which will significantly enhance the employees' skill sets and, managers' leadership capabilities, as well as the compliance and collaboration capabilities of overseas teams.

  • 318 -

BUSINESS

Workplace Safety

We strive to provide and maintain a safe and healthy working environment by complying with all relevant laws and regulations. These include, but not limited to the Law of China on the Prevention and Treatment of Occupational Diseases as well as the Work Safety Law of China. In addition, we have adopted and maintained a series of rules, standard operating procedures, and measures to maintain our employees' healthy and safe environment. We implement safety guidelines to set out information about potential safety hazards and procedures for operating in the manufacturing facilities. We ensure safe storage and handling of flammable and corrosive materials used in our manufacturing process. We also have safety equipment and instruments in place, and we periodically inspect our utility equipment and fire services to ensure the safety of our employees. We require new employees to participate in safety training to familiarize themselves with the relevant safety rules and procedures. Also, we have policies in place and have adopted relevant measures to ensure the hygiene of our work environment and the health of our employees. We provide benefits such as an improved health insurance plan to bring a better welfare experience to our employees. There was no work-related fatality or significant work-related injuries during the Track Record Period.

Supply Chain Management and Green Packaging

Our raw material suppliers could profoundly impact the safety and quality of our products as well as our overall brand image. Therefore, we have a supplier management policy, based on which we evaluate our suppliers carefully according to their historical quality performance. In addition, we also encourage our suppliers to comply with relevant environmental and social regulations. We have established Zhida Procurement Control Procedures, Supplier Access Management Mechanism and other systems to enhance supply chain management. All these procedures, mechanisms and systems have been regularly reviewed and updated. We strictly manage the performance of our suppliers in terms of labor standards, occupational health and safety, environmental management, product quality, and business ethics. Meanwhile, our supplier procurement contracts include sustainable procurement clauses. As of March 31, 2025, 70 core suppliers have signed our Sustainable Procurement Commitments. We may purchase and use cartons and other packaging in the manufacturing and delivery process, and our business partners' packaging may involve usage of packaging materials such as packaging tapes, labels and cartons. We commit to reducing our environmental footprint and adhere to the principles of simplicity, high efficiency and convenient use for customers. Thus, we expect to collaborate with our suppliers to package the products in a more environment friendly manner.

  • 319 -

BUSINESS

Metrics and Targets

In light of our current business landscape and prevailing circumstances, we have strategically directed our efforts toward two key objectives: clean energy adoption and material recycling. These initiatives align seamlessly with our long-term goals.

  • Clean energy adoption. We intend to progressively enhance our reliance on clean energy sources within our manufacturing facilities. For instance, our Xuancheng factory has recently entered into a contract with the local power supply company. Under this agreement, we will procure 820,000 kWh of green electricity in 2025, representing approximately 55% of our annual electricity consumption in 2025. Basic cost for green electricity purchase in 2025 is estimated at approximately RMB360 thousand, excluding the associated service fees. Furthermore, we have established ambitious clean energy targets for the years 2026 and 2027, aiming for 60% and 65% clean energy utilization, respectively, considering our business strategic plan, ESG goals and financial condition. In 2024, Xuancheng factory procured 584,000 kWh of green electricity representing 40% of its annual electricity consumption.

  • Material recycling. We intend to improve the recyclability of our products, focusing on components that can be effectively recycled. Notably, certain plastic elements (such as outer cases) and metal components (including copper cables) fall within this category. Waste materials generated by our products can be collected from our customers and subsequently routed to our waste handling suppliers for responsible recycling and treatment. To further bolster material recycling efforts, we actively encourage our customers to return waste products to us for proper treatment. Given that plastics, circuit boards, and cables constitute the primary components of our products, the overall environmental impact of our waste is considered to be low. In 2024, a total of 923 products were recycled. 911 of these (98.7%) underwent refurbishment to be utilized as second-hand charging piles and after-sales spare parts. The remaining 12 units were disassembled, with usable materials being recycled.

  • 320 -


BUSINESS

We monitor the following indicators to assess and manage our environmental and climate-related risks arising from our business and production activities. The data below demonstrate the environmental performance of our manufacturing facilities, where the data of 2022 only included Xuancheng factory, and the data since 2023 included both Xuancheng and Anqing factories. Furthermore, in 2025, we established respective targets of different environmental indicators for the year 2030, based on actual production conditions and future production plans to demonstrate our ambition in reducing environmental impact. The following targets fully considered emission reductions and energy efficiency improvements initiatives with estimated output. Relevant output data may fluctuate according to the impact of market conditions and industrial trends.

  • Power consumption. We regularly monitor our electricity consumption level through the electricity meters in the factory and the progress of implementation measures to improve energy efficiency. The electricity consumptions were 681,146, 1,282,259, 2,312,544 and 463,405 kWh in 2022, 2023, 2024 and three months ended March 31, 2025, respectively. The corresponding electricity consumption intensities were 2.17, 3.05, 6.28 and 2.79 kWh/product produced in 2022, 2023, 2024 and three months ended March 31, 2025, respectively. Since August 2023, Anqing factory's SMT and DIP lines, along with the addition of a new workshop in 2024, and Xuancheng factory's building expansion in June 2024, boosted production capabilities, with slight increases in unit electricity consumption reflecting our expanded capacity and infrastructure.

  • Water consumption. We regularly monitor our water consumption level the water meters in the factory and the progress of implementation measures to promote water conservation. The water consumptions were 1,922, 2,472, 2,071 and 908 tons in 2022, 2023, 2024 and three months ended March 31, 2025, respectively. The corresponding water consumption intensities were 0.0061, 0.0059, 0.0056 and 0.0055 tons/product produced in 2022, 2023, 2024 and three months ended March 31, 2025, respectively. We have set a target for water consumption intensity, with the objective of reducing the intensity of Xuancheng and Anqing factories by 10% by 2030 relative to 2024 levels. A regular inspection procedure will be implemented to conduct daily checks for leaks in water pipes, faucets, and water tanks, with prompt repairs to be carried out as required. Furthermore, we will adopt measures to minimize water consumption for cleaning purposes.

  • Emission of greenhouse gases. We have calculated Scope 1 and Scope 2 greenhouse gas (GHG) emissions according to the national carbon emission factors and GHG Protocol. The Scope 1 emission included emissions from mobile combustion of gasoline and diesel, amounting to 17.26, 34.14, 38.74 and 9.99 tCO₂e in 2022, 2023, 2024 and three months ended March 31, 2025, respectively. The Scope 2 emission included emissions generated from electricity consumption and was exclusive of green electricity consumption, amounting to 481.91, 907.20, 1,037.82 and 243.57 tCO₂e in 2022, 2023, 2024 and three months ended March 31, 2025, respectively. In total, the Scope 1 and Scope 2 emissions were 499.17, 941.34, 1,076.57 and 253.56

  • 321 -


BUSINESS

tCO₂e in 2022, 2023, 2024 and three months ended March 31, 2025, respectively. The corresponding Scope 1 and Scope 2 emission intensities were 0.0016, 0.0022, 0.0029 and 0.0015 tons/product produced in 2022, 2023, 2024 and three months ended March 31, 2025, respectively. We have not carried out Scope 3 carbon emission calculation and plan do so at an appropriate time in the future. Such emission data were not audited by any third party. We have set a target for total gasoline consumption, with the objective of reducing gasoline consumption of Xuancheng and Anqing factories by 30% by 2030 relative to 2024 levels. Employees will be encouraged to prioritize high-speed train as the means of transportation for business travels instead of using company-owned fuel-powered vehicles, thereby reducing gasoline consumption.

  • Hazardous waste management. We regularly monitor the management of our hazardous waste. We generated 30.42, 135.64, 915.97 and 201.82 kilograms of hazardous waste 2022, 2023, 2024 and three months ended March 31, 2025, respectively. The corresponding hazardous waste generation intensities were 0.10, 0.32, 2.49 and 1.21 grams/product produced in 2022, 2023, 2024 and three months ended March 31, 2025, respectively. The hazardous waste was entrusted to the qualified third parties for disposal. The expansion of SMT production at Anqing factory in 2023 to 2024 supported increased output, with waste levels reflecting enhanced production capacity and necessary maintenance.

  • General industrial waste management. We regularly monitor the management of our general industrial waste. We generated 4.35, 11.73, 14.13 and 6.77 tons of waste carton boxes in 2022, 2023, 2024 and three months ended March 31, 2025, respectively. The corresponding waste carton boxes generation intensities were 0.0139, 0.0279, 0.0384 and 0.0407 kilograms/product produced in 2022, 2023, 2024 and three months ended March 31, 2025, respectively. We have set a target for general industrial waste generation intensity, with the objective of reducing the generation intensity of the Xuancheng and Anqing factories by 30% by 2030 relative to 2024 levels. Suppliers will be required to comprehensively replace incoming material packaging with new, recyclable and reusable packaging materials.

We have set up dedicated teams and personnel to take the responsibilities for the implementation of such goals and targets, and have established monitoring, reporting and supervision mechanisms. The dedicated implementation teams are responsible for the implementation and progress monitoring and will report the performance to senior management and the Board of Directors on a regular basis. The ESG task force and the Board of Directors will supervise the implementation and review the progress and performance. In addition, we have established environmental management procedures, such as Environmental Factor Identification and Evaluation Procedure, Environmental Performance Monitoring Procedure, Infrastructure and Environment Control Procedure, and the Environmental Factor Identification and Evaluation Control Procedure, as per the environmental regulations in China, to support the daily environmental management, including management on each type of emissions.

  • 322 -

BUSINESS

Certifications

The table below sets forth an indicative list of some of the ESG related certifications we have received as of the Latest Practicable Date.

Certifications Standards Year Certification Authority
Corporate Integrity Management System Certification GBT 31950 2024 TILVA
Social Responsibility Management System Certification GBT 39604 2024 TILVA
Anti-Bribery Management System Certification ISO 37001 2024 TILVA
Sustainable Procurement Management System Certification ISO 20400 2024 TILVA
Information Technology Service Management System Certification ISO 20000 2024 ZQHX
Business Continuity Management System Certification ISO 22301 2024 ZQHX
Information Security Management System Certification ISO 27001 2024 ZQHX
Privacy Information Management System Certification ISO 27701 2024 ZQHX

RISK MANAGEMENT AND INTERNAL CONTROL

Risk Management

We recognize that risk management is critical to the success of our business. Key operational risks faced by us include changes in the general market conditions and the regulatory environment of our industry, our ability to develop and manufacture our products and provide services, and our ability to compete with other market participants. We also face various financial risks. In particular, we are exposed to credit, liquidity, interest rate and foreign exchange risks that may arise in the normal course of our business, results of operations, financial condition and prospects.

We have adopted a consolidated set of risk management policies which set out a risk management framework to identify, assess, evaluate and monitor key risks associated with our strategic objectives on an on-going basis. Our Audit Committee and ultimately our Directors supervise the implementation of our risk management policies. Risks identified by our management will be analyzed on the basis of likelihood and impact, and will be properly followed up and mitigated and rectified by us and reported to our Directors.

  • 323 -

BUSINESS

The following key principles outline our approach to risk management and internal control:

Our senior management oversees and manages the overall risks associated with our business operations, including (i) reviewing and approving our risk management policy to ensure that it is consistent with our corporate objectives; (ii) monitoring the most significant risks associated with our business operations and our management's handling of such risks; and (iii) ensuring the appropriate application of our risk management framework across our Group. Our legal and internal control personnel are responsible for developing and implementing our risk management policy and carrying out our day-to-day risk management practice, such as assessing risks on key business operations, advising risk responses and optimizing risk management policies. In order to formalize risk management across our Group and set a common level of transparency and risk management performance, the relevant departments will (i) gather information about the risks relating to their operation or function; (ii) conduct risk assessments, which include the identification, prioritization, measurement and categorization of all key risks that could potentially affect their objectives; (iii) continuously monitor the key risks relating to their operation or function; (iv) implement appropriate risk responses where necessary; and (v) develop and maintain an appropriate mechanism to facilitate the application of our risk management framework.

We consider that our Directors and members of our senior management possess the necessary knowledge and experience in providing good corporate governance oversight in connection with risk management and internal control.

Internal Control

Our Board is responsible for establishing our internal control system and reviewing its effectiveness. During the Track Record Period, we regularly reviewed and enhanced our internal control system. As of the Latest Practicable Date, there were no material outstanding issues relating to our internal control.

Below is a summary of the internal control policies, measures and procedures we have implemented or plan to implement:

  • We have adopted various measures and procedures regarding each aspect of our operations, such as intellectual property protection and ESG initiatives. We provide periodic training on these measures and procedures for our employees as part of our employee training program. We also regularly monitor the implementation of those measures and procedures through our internal control team for each stage of the produce development process.
  • Our Directors (who are responsible for monitoring the corporate governance of our Group), with assistance from our legal advisors, will periodically review our compliance status with all relevant laws and regulations upon Listing.

  • 324 -


BUSINESS

  • Upon Listing, we will establish the Audit Committee which shall (i) make recommendations to our Directors on the appointment and removal of external auditors; and (ii) review the financial statements and render advice in respect of financial reporting as well as oversee the risk management and internal control procedures of our Group.

  • We will engage a compliance advisor to provide advice to our Directors and management team upon Listing regarding matters relating to the Listing Rules. Our compliance advisor is expected to, inter alia, ensure our use of the proceeds from the Global Offering complies with the section entitled “Future Plans and Use of Proceeds” in this Prospectus after the Listing and provide support and advice regarding the requirements of relevant regulatory authorities on a timely basis.

  • We will engage a PRC legal advisor to advise us on and keep us abreast with PRC laws and regulations upon Listing. We will continue to arrange various training to be provided by external legal advisors from time to time when necessary and/or any appropriate accredited institution to update our Directors, members of our senior management and relevant employees on the latest applicable laws and regulations.

  • We maintain strict anti-corruption policies among our sales personnel and distributors in our sales and marketing activities. We have issued anti-fraud and anti-bribery management measures and anti-money laundering policies in place, which clearly define the key areas and key steps of our anti-fraud function and the responsibilities and authorities of relevant departments in carrying out our anti-fraud function, and set up the internal protocols for reporting, investigation and remedy procedures, reporting channels and whistle-blower protection mechanisms. We also monitor our sales and marketing personnel to ensure their compliance with applicable promotion and advertising requirements.

  • We maintain a comprehensive treasury policy, detailing specific functions and internal control measures for capital use. These functions and measures include but are not limited to procedures of capital management, separation of capital management responsibilities, liquidity management and follow-up and analysis of the implementation of capital plan.

  • Our Directors believe that compliance creates value for us. We are dedicated to cultivating a compliance culture among all of our employees. To ensure such compliance culture is embedded into everyday workflow and set the expectations for individual behavior across our Group, we conduct regular internal compliance checks and inspections, adopt strict accountability internally and conduct compliance training.

  • 325 -


BUSINESS

  • We will comply with the Corporate Governance Code. We have established three board committees, namely, the Audit Committee, the Remuneration Committee and the Nomination Committee, with respective terms of reference in compliance with the Corporate Governance Code.
  • We have adopted internal protocols governing both the confidentiality and privacy for user personal information and data. We have a standard operation procedure in place for data collection, data storage as well as data access. Such data access is on an as-needed basis for internal employees, and external access is not allowed and requires written approvals from the head of the quality control department.

Third-Party Settlement Arrangement

Background

Historically, we settled transactions with a small number of our customers, mainly automaker customers, (individual or collectively, the "Relevant Customer(s)"), through the accounts of third parties designated by them (the "Third-Party Settlement Arrangement"). In 2021, 2022 and 2023, the aggregate amount of payment from designated third parties to us represented less than 0.2% of our total revenue in each period. In February 2024, we published official policies to terminate all third-party settlement arrangement. By the end of the first quarter of 2024, third-party settlement arrangement has been ceased. Starting in 2024, there have been no payments received from designated third parties. During the Track Record Period, the third parties designated by certain of our customers primarily consisted of such customers' related parties that are under common control within the same group or other entities or persons with whom these customers had business or other relationships. Due to their close relationships with the Relevant Customers, either business related or personal, and the internal trust and mechanisms within the related entities, the designated third party payors were willing to assume the additional legal risks by making payments on behalf of the Relevant Customers. The use of the Third-Party Settlement Arrangement was primarily due to such customers' requirement in the ordinary course of business for convenience or internal arrangements. As confirmed by Frost & Sullivan, for convenience purpose, it is not uncommon for the related parties' accounts of such customers to be used for corporate transaction settlements. As advised by our PRC Legal Advisor, the Third-Party Settlement Arrangement is not in breach of mandatory requirements of applicable laws or regulations in China. Our Directors have confirmed that, none of the designated third parties of any customers during the Track Record Period is a connected person of ours and such designated third parties are independent from each of our Directors, senior management and Shareholders. Based on the independent due diligence work performed by the Sole Sponsor, nothing has come to the attention of the Sole Sponsor that would reasonably cause them to cast doubt on the genuineness, source of funding and legal implications of the sales transactions underlying the Third Party Settlement Arrangement.

  • 326 -

BUSINESS

Responsive Internal Control Measures

Transactions involving the Third-Party Settlement Arrangement may negatively affect the integrity of our financial information and our normal business operations. Furthermore, misconducts involved during the settlement, such as embezzlement, fraud or other illegal activities, may significantly harm our reputation and brand image. For further information, see “Risk Factors — Risks Related to Our Business and Industry — We are subject to various risks relating to third-party settlement arrangements by our customers in the past.” To mitigate the risks associated with the Third-Party Settlement Arrangement, we have implemented enhanced internal control measures to safeguard the integrity of financial and accounting information and to proactively prevent instances of fraud and money laundering activities, including:

  • Our sales department is required to collect the real names of clients when initiating business relationships. Additionally, they conduct due diligence to obtain reliable information about the clients and understand their business activities.
  • For payment-related operations, we encourage our staff to meticulously record and maintain comprehensive information about clients. Furthermore, we facilitate direct payments between financial institutions.
  • In the event that any client identity information or transaction records become subject to anti-money laundering investigations, we will retain these records until the investigations are concluded.
  • Segregation of duties. We have established clear separation of responsibilities within financial processes. Different individuals handle authorization, recording, and reconciliation tasks to minimize the risk of errors or intentional manipulation.
  • Regular audits and reviews. We strictly follow the requirements under The Accounting Archives Management Measures issued by the MOF and China National Archives Administration to maintain the audit records of our Company, and conduct periodic internal audits and reviews of its financial records. These assessments help identify anomalies, irregularities, or potential fraudulent activities. Any discrepancies are promptly investigated and addressed.
  • Access controls. Access to financial systems, databases, and sensitive information is restricted based on roles and responsibilities. Only authorized personnel have access to critical financial data. Additionally, we monitor and log access activities to detect any unauthorized or suspicious actions.

Based on the independent due diligence work performed by the Sole Sponsor, nothing has come to the attention of the Sole Sponsor that would reasonably cause them to cast doubt on the adequacy and effectiveness of the Company’s enhanced internal control measures adopted in relation to the Third Party Settlement Arrangement.

  • 327 -

BUSINESS

In response to Third-Party Settlement Arrangement, our risk management department issued an official company-wide email notification on February 9, 2024, mandating that all sales departments strictly prohibit third-party payment transactions. Subsequently, on February 23, 2024, our finance department introduced the third-party payment management policy, explicitly stating that the Company generally does not accept third-party payments. In exceptional cases where small-amount third-party payments are necessary due to business need in practice, clients and third-party payors must sign a client payment confirmation form (i) explaining third-party payments and the relevant parties' relationship, (ii) representing that the third-party payor shall not seek reimbursement or assert any rights against us for such payments, and the client and third-party payor agree to bear any losses incurred by us due to such arrangements, and (iii) confirming that all such payment has been settled without dispute. We will actively monitor third-party payment transactions and flag any unusual patterns or sudden spikes in third-party payments to management level to prevent any disproportionate increase as a percentage of total revenue. Going forward, we expect to completely cease third-party payments without payment confirmation form.

IMPACT OF THE TARIFFS

Since February 2025, the U.S. administration has cumulatively imposed additional 145% tariffs on Chinese imports. On April 11, 2025, China responded by increasing tariffs on U.S. goods to 125%. On May 12, 2025, China and the U.S. announced that an agreement has been reached, under which the U.S. would reduce the tariff on Chinese imports to 30% from its current 145%, while Chinese duties on U.S. imports will fall to 10% from 125% for the next 90 days. According to our Legal Advisor on U.S. tariffs and export control laws, as of the Latest Practicable Date, the U.S. imposed an approximately 57.7% import tariff on Chinese home EV chargers. As of the date hereof, it remains unclear what additional actions, if any, will be taken by the U.S. or other governments.

During the Track Record Period, the cost of raw materials and services from the U.S. was less than 0.01% of our total purchases in each respective year/period during the Track Record Period. On the other hand, our revenue in the U.S. was less than 0.25% of our total revenue in each of the year/period during the Track Record Period. As a result, the impact of tariffs on our overall cost structure or revenue is not material.

Given our limited export and import activities during the Track Record Period and the latest agreement between the U.S. and China on lowering tariff rates for the 90 days aftermath, our Directors believe that the recent tariffs have had no material or immediate direct or indirect impact on our supply chain, production, operations, financial performance and expansion plans during the Track Record Period. Our Legal Advisor on U.S. tariffs and export control laws is also of the opinion that as the Company currently serves only one U.S. customer with minimal revenue, and no material order cancellations, revenue shortfalls, or project delays attributable to tariff fluctuations have been observed, the impact of the current U.S. tariff regime is not expected to materially impair the Group's overall business operation or financial performance, nor does it impair the Company's suitability for listing. According to Frost & Sullivan, U.S. tariff policies have a limited impact on our major customers, namely China's EV

  • 328 -

BUSINESS

manufacturers, given the limited Chinese EV exports and sales into the U.S. market. As of the Latest Practicable Date, the U.S. imposed a 57.7% import tariff on Chinese home EV chargers. According to Frost & Sullivan, the proportion of China's EV exports to the U.S. is minimal. According to the General Administration of Customs of the PRC, from 2022 to 2024, the export value of Chinese EV to non-U.S. overseas markets increased from US$22.1 billion to US$39.9 billion, representing a CAGR of 34.4%. Furthermore, we have not experienced any order cancellation due to the tariffs during the Track Record Period and up to the Latest Practicable Date. Furthermore, as we currently do not target nor plan to shift our strategic focus to the U.S. market, our Directors are of the view that the recent tariffs will not have any material adverse impact, directly or indirectly, on our operations, financial performance, or expansion plans in the near to mid term. In addition, our Directors are of the view and the Sole Sponsor concurs that, given the breadth of our geographic coverage, the indirect impact arising from exports to non-U.S. overseas markets will not have a material adverse effect on our operations or financial performance. While the export value of Chinese EVs to non-U.S. overseas markets grew at a CAGR of 40.2% from 2022 to 2024, our efforts to diverse market presence and focus on multiple regions could help to mitigate potential risks associated with fluctuations in any single market.

U.S. EXPORT CONTROL LAWS AND REGULATIONS

Under the EAR (15 C.F.R. § 734.3), an item is considered "subject to the EAR" if it meets any of the following criteria: (1) it is of U.S. origin, regardless of its location; (2) it is located in the United States, regardless of its origin (e.g., a Chinese-manufactured good stored in a U.S. bonded warehouse); (3) it is a foreign-made item that contains U.S.-origin controlled content exceeding the applicable de minimis thresholds (typically 10% or 25%, depending on destination and content type, "De Minimis Rule"); or (4) it is a foreign-produced item that is the direct product of U.S.-origin technology or software, or is produced by a plant or major component of a plant that is the direct product of such technology/software, and is subject to the Foreign-Produced Direct Product Rules under § 734.9 ("FDP Rules").

Except for the limited number of units exported to the United States, our EV chargers are neither located in nor in transit through the United States. Our EV chargers are designed and manufactured in the PRC, with more than 95% of their content sourced domestically. Our customer base is focused on regions outside the United States, and our products are accordingly intended for purely commercial applications in these markets. We have also established internal compliance controls covering the development, manufacturing, and sales of these products for our target customers in non-United States Regions.

With respect to the application of the De Minimis Rule, foreign-made items such as our EV chargers are only subject to the EAR if they contain more than 25% controlled U.S.-origin content by value. As the U.S.-origin content in our products is well below this threshold, our products are not subject to the EAR on this basis.


BUSINESS

Separately, under the FDP Rules, certain non-U.S.-produced items may be subject to the EAR if they qualify as “direct products” of specified U.S.-origin technology or software, even if produced abroad and containing less than the de minimis level of U.S.-origin content. Based on an assessment of the technologies and components used in the development and manufacturing of our EV chargers — together with their customer base, commercial nature, intended uses, and our internal compliance controls — our legal advisor on U.S. tariff and export control laws is of the view that our EV chargers fall outside the scope of the FDP Rules.

Accordingly, except for the units exported to the United States (which accounted for less than 0.25% of our revenue in each year or period during the Track Record Period), our legal advisor on U.S. tariffs and export control laws is of the view that our EV chargers fall outside the jurisdiction of U.S. export control laws, and that such laws have no material adverse impact on our current or planned business operations, financial performance, or suitability for listing.

LEGAL PROCEEDINGS AND NON-COMPLIANCE

Legal Proceedings

We may from time to time be involved in contractual or other disputes or legal proceedings arising out of the ordinary course of business or pursuant to governmental or regulatory enforcement actions.

During the Track Record Period and up to the Latest Practicable Date, neither we nor any of our Directors were involved in or subject to any litigation, arbitration, administrative proceedings, claims, damages or losses which would have a material adverse effect on our business, results of operations, financial position and prospects as a whole. As of the Latest Practicable Date, we were not aware of any pending or threatened material litigation, arbitration or administrative proceedings against us or any of our Directors, which individually as a whole would have a material adverse effect on our business, results of operations, financial position and prospects.

Non-Compliance

During the Track Record Period and up to the Latest Practicable Date, we did not have any non-compliance incidents which our Directors believe would, individually or in the aggregate, have a material operational or financial impact on our business as a whole.

As advised by our PRC Legal Advisor, during the Track Record Period and up to the Latest Practicable Date, we had complied with the applicable laws and regulations in all material respects.

During the Track Record Period and up to the Latest Practicable Date, we had not been subject to any material product recall and return.

  • 330 -

BUSINESS

We have engaged dispatched workers for various roles, including sales and marketing, general and administrative, and research and development. Our dispatched workers accounted for approximately 7.6%, 5.9%, 2.2% and 2.2% of the total number of workers as of December 31, 2022, 2023, 2024 and March 31, 2025, respectively. Considering the competent local labor authorities' confirmation in respect of the Group's labor employment compliance during the Track Record Period, and based on our confirmation that neither the Company nor any of its PRC subsidiaries received competent authorities' order to rectify the non-compliance of use of dispatched workers, as well as the fact that we have already rectified such non-compliance of use of dispatched workers, our PRC Legal Advisor is of the view that the risk of the Company and any of its PRC subsidiaries being penalized by the local labor authorities in respect of the use of dispatched workers in excess of 10% of the total number of workers employed is remote.

To the best knowledge of our Directors, during the Track Record Period and up to the Latest Practicable Date, (i) we have not been notified that any of our products has been or will be imposed any sanction or export or import restrictions; (ii) none of our customers or suppliers had been identified to have any implications under export or import control or sanctions; and (iii) our activities did not involve operations or transactions that are currently subject to any sanction or export or import restrictions. Therefore, our business, results of operations, financial condition and prospects are not currently affected by export or import control or sanctions in any material respect.

Social Insurance and Housing Provident Funds

During the Track Record Period and as of the Latest Practicable Date, we had not made social insurance and housing provident funds for some of our employees in full in accordance with the relevant PRC laws and regulations. We estimate that the shortfall amounted to RMB1.7 million, RMB1.1 million, RMB0.8 million and RMB0.3 million in 2022, 2023, 2024 and three months ended March 31, 2025, respectively. As of the Latest Practicable Date, we estimate that such shortfall amounted to RMB0.6 million. Our failure to make social insurance and housing provident funds for some of our employees in full was primarily due to that such employees were unwilling to cooperate in making such payments, or that they had participated in local rural social security system offered in their place of residency or their own homes in rural areas.

Potential Legal Consequences

For the shortfall of social insurance, we may be subject to the following legal consequences: (i) to pay all outstanding social insurance contributions within a prescribed period, with late fees at a daily rate of 0.05% of the outstanding amount, accruing from the date when the social insurance contributions are due, and (ii) to pay a fine of one to three times of the overdue amount if such payment is not made within the stipulated period. For the shortfall of housing provident funds, we may be subject to the following legal consequences: (i) to pay the outstanding amount within a prescribed period, and (ii) an application may be made to the courts for compulsory enforcement if the payment is not made within such time limit. The maximum potential penalty which may be imposed as a result of such non-compliance amounted to RMB10.5 million.

  • 331 -

BUSINESS

For those entities which have not obtained confirmations from competent authorities confirming that they have made full amount of social insurance or housing provident funds for their employees, we conducted interviews with relevant local authorities in charge of social insurance or housing provident funds (the "Relevant Authorities"), which confirmed that such entities have not been penalized and normally the relevant entities would not be penalized for not making contributions to social insurance or housing provident funds for their employees in full. On February 7, 2024, we conducted an interview regarding the compliance of housing provident funds for entities in Wuxi with the director of operations of Wuxi Housing Provident Fund Management Center (無錫市住房公積金管理中心). On February 8, 2024, we conducted an interview regarding the compliance of housing provident funds for entities in Shanghai with the director of Shanghai Housing Provident Fund Center (上海住房公積金中心). On February 20, 2024, we conducted an interview regarding the compliance of housing provident funds for entities in Anqing with the director of Human Resources and Social Affairs Bureau of Anqing Economic and Technological Development Zone (安慶經開區人社局). On February 19, 2024, we conducted an interview regarding the compliance of social insurance for entities in Wuxi with the director of personnel Section of Taihu Street, Economic Development District, Wuxi City (無錫市經開區太湖街道). Based on the above interviews and the confirmations from the relevant interviewees, our PRC Legal Advisor is of the view that the Relevant Authorities are the competent authorities in charge of the social insurance and housing provident funds in the areas where our relevant operating entities are located and the relevant interviewees are authorized to represent these authorities.

According to the Interpretation II of the Supreme People's Court of Issues Concerning the Application of Law in the Trial of Labor Dispute Cases (《最高人民法院關於審理勞動爭議案件適用法律問題的解釋(二)》) enacted by the Supreme People's Court on 31 July 2025 and implemented on 1 September 2025. Where an employer and an employee enter into a written or verbal agreement that social insurance premiums need not be paid by both parties, the people's court shall not support this arrangement and shall determine that the agreement is invalid. Accordingly, when an employer fails to pay social insurance premiums even as previously agreed between the employer and an employee, upon the employee's termination of the employment contract, the employer shall make up the unpaid social insurance premiums and pay economic compensation to the employee in accordance with the provisions of the Labor Law.

During the Track Record Period and as of the Latest Practicable Date, we had not made social insurance and housing provident funds for some of our employees in full in accordance with the relevant PRC laws and regulations. As a result, we may be required by competent authorities to pay the outstanding amount, and may be subject to late payment penalties or enforcement application made to the court. As of the Latest Practicable Date, no competent government authorities had imposed administrative action, fine or penalty to us with respect to this non-compliance incident nor had any competent government authorities required us to settle the outstanding amount of social insurance payments and housing provident fund contributions.

  • 332 -

BUSINESS

According to the confirmation of the Group and Directors, as of the Latest Practicable Date, (i) the Group has not signed any written document with any employee in which the employee undertakes to the Group that social insurance premiums need not be paid; (ii) no employee has raised any disputes with the Group regarding social security and housing provident fund matters, and the Group has not received any litigation documents related to labor disputes (especially those related to social security and housing provident fund contributions); and (iii) even if relevant labor disputes arise, they only involve economic compensation, the economic compensation amount does not have a significant financial impact on the Group's business operations. Based on legal provisions and confirmation from the Group and the Group's Directors, our PRC Legal Advisor is of the view that the risk of the formal implementation of the aforementioned judicial interpretation has the material adverse impact on the Group is remote.

Latest Status and Remedial Measures

As of the Latest Practicable Date, no administrative action or penalty had been or, to the knowledge of our Directors, potentially will be, imposed by the relevant regulatory authorities with respect to our social insurance and housing provident fund contributions, nor had we received any order to settle the deficit amount. As of the Latest Practicable Date, we were not aware of any material complaint filed by any of our employees regarding our social insurance and housing provident fund policy. Our Directors believe that such shortfall of social insurance and housing provident funds would not have a material and adverse effect on our business and results of operations, considering that: (i) as of the Latest Practicable Date, we had not received any notification from the relevant PRC authorities requiring us to pay material shortfalls or the penalties with respect to social insurance and housing provident funds; (ii) we had not been subject to any material administrative penalties during the Track Record Period and up to the Latest Practicable Date; (iii) we were not aware of any material employee complaints nor were involved in any material labor disputes with our employees with respect to social insurance and housing provident funds; (iv) if the relevant authorities order us to pay the outstanding social insurance and/or housing provident funds or take rectification measures in accordance with applicable laws and regulations, we will make such payments or make such rectification measures promptly within the specified period; and (v) as advised by our PRC Legal Advisor, considering the relevant regulatory policies, regulatory confirmations and the facts as mentioned above, in the absence of employees' complaints, the likelihood that we are subject to any order to settle the deficit amount or material administrative penalties due to our failure to make full contribution of social insurance and housing provident funds during the Track Record Period is remote. We will fully rectify and make full contribution of social insurance and housing provident funds prior to the Listing.

We have taken the following internal control enhancement measures relating to social insurance and housing provident funds contributions:

  • We have designated our human resources department to monitor the reporting and contributions of social insurance and housing provident funds;

  • 333 -


BUSINESS

  • We will consult our PRC legal counsel on a regular basis for advice on relevant PRC laws and regulations to keep us abreast of relevant regulatory developments; and
  • We will actively communicate with relevant social insurance and housing fund local authorities to ensure we have the most updated information about the relevant laws and regulations concerning social insurance and housing fund. If the relevant authorities order us to pay the outstanding social insurance and/or housing provident funds or take any rectification measures in accordance with applicable laws and regulations, we undertake to make such payments or take such rectification measures promptly within the specified period.

See also “Risk Factors — Risks Related to Doing Business in the Country where We Mainly Operate in — The relevant competent authorities may require us to pay additional social insurance fees or housing provident fund or impose late payment penalties on us.”

LICENSES AND PERMITS

During the Track Record Period and up to the Latest Practicable Date, we had obtained all requisite licenses, approvals and permits from relevant authorities that are material to our operations, and there is no legal impediment to the renewal of such licenses, approvals and permits. The following table sets forth our material licenses, approvals and permits.

License/Permit Holder Grant Date Expiration Date
IATF16949 Anqing Zhida September 7, 2024 September 6, 2027
IATF16949 Anhui Zhida
Zhongding
Automobile
Charging Equipment
Co., Ltd. July 12, 2024 July 11, 2027
Compliance for Environmental Management System Certification Shanghai Zhida Technology Development Co., Ltd. May 11, 2024 May 10, 2027
Occupational Health and Safety Management System Certification Shanghai Zhida Technology Development Co., Ltd. May 11, 2024 May 10, 2027
Energy Management System Certification Anqing Zhida February 26, 2024 February 25, 2027
Occupational Health and Safety Management System Certification Anqing Zhida February 18, 2024 February 17, 2027

BUSINESS

License/Permit Holder Grant Date Expiration Date
Environmental Management System Certification Anqing Zhida February 18, 2024 February 17, 2027
Permit for Installation (Repair, Testing) of Power Facilities Shanghai Zhida Technology Development Co., Ltd. December 5, 2023 December 4, 2029
Construction Enterprise Qualification Certificate Shanghai Zhida Technology Development Co., Ltd. June 29, 2023 June 28, 2028
Safety Production License Shanghai Zhida Technology Development Co., Ltd. June 1, 2023 May 31, 2026
Construction Enterprise Qualification Certificate Zhida Jidian April 27, 2023 April 26, 2028
TÜV Rheinland Certification Shanghai Zhida Technology Development Co., Ltd. April 20, 2025 April 20, 2027
Quality Management System Certification Anqing Zhida December 16, 2022 December 15, 2025
High-Tech Enterprise Certificate Shanghai Zhida Technology Development Co., Ltd. December 14, 2022 December 14, 2025
Compliance for Environmental Management System Certification Anhui Zhida Zhongding Automobile Charging Equipment Co., Ltd. October 9, 2022 October 8, 2025
Quality Management System Certification Shanghai Zhida Technology Development Co., Ltd. October 19, 2016 August 10, 2025
People's Republic of China Customs Declaration Unit Registration Certificate Shanghai Zhida Technology Development Co., Ltd. July 4, 2016 long term
  • 335 -

BUSINESS

The Company has confirmed that, among the qualifications and certificates that it currently held, the following certificates are approaching their valid periods: (i) Quality Management System Certification held by Anqing Zhida will expire on December 15, 2025; (ii) High-tech Enterprise Certificate held by Shanghai Zhida Technology Development Co., Ltd. will expire on December 14, 2025; (iii) Compliance for Environmental Management System Certification held by Anhui Zhida Zhongding Automobile Charging Equipment Co., Ltd. will expire on October 8, 2025; and (iv) Quality Management System Certification held by Shanghai Zhida Technology Development Co., Ltd. will expire on October 8, 2025. For the aforementioned certificates, the Company has prepared the corresponding renewal documents, which will be submitted immediately when the relevant authorities accept the materials before the expiration of the relevant certificates. On the premise that there are no significant revisions to Chinese laws and no significant changes to the Company's business, the PRC Legal Advisor is of the view that there are no material obstacles of the Company in obtaining the necessary renewals.

AWARDS AND RECOGNITION

The table below sets forth an indicative list of some of the awards and recognitions we have received as of the Latest Practicable Date.

Award/Project Award/Grant Year Award/Grand Authority
Certification to ISO 9001
(obtained by our manufacturing facilities in Thailand) 2025 International Organization for Standardization (ISO)
Ranked First, Home EV Chargers
Sales Volume in the World 2024 Sales Volume Market Position Certification
iF Design Award 2024 Winner 2024 iF Design Foundation
Shanghai Municipal Enterprise Technology Center 2023 Shanghai Municipal Economic and Informatization Commission,
Shanghai Municipal Finance Bureau,
State Administration of Taxation
Shanghai Municipal Tax Bureau,
Shanghai Customs District P.R. China
High-Tech Enterprise 2022, 2019 & 2016 Shanghai Science and Technology Commission, Shanghai Municipal Finance Bureau and State Administration of Taxation Shanghai Municipal Tax Bureau
Shanghai High-Tech Achievement Transformation Project 2022 Shanghai Science and Technology Commission
Top 20 in Shanghai High-Value Patent Operation Competition 2022 Shanghai Intellectual Property Bureau

BUSINESS

Award/Project Award/Grant Year Award/Grand Authority
2022 11th BRICS Value List Annual Science and Innovation Pioneer Award 2022 BRICS Forum
China Charging and Battery Swapping Industry Top 10 Most Valuable Investment Brand 2022 2022 Chongdian360.cn and Charging and Battery Swapping Industry 100 Forum
Specialized, High-End and Innovation-Driven Small and Medium-Sized Enterprises (SMEs) 2021, 2018 & 2015 Shanghai Municipal Economic and Informatization Commission
Ministry of Industry and Information Technology Specialized, Fined, Peculiar, and Innovative “Little Giant” Enterprise 2021 Ministry of Industry and Information Technology
Member of China Energy Conservation Association Carbon Trading Industry Alliance 2021 China Energy Conservation Association Carbon Trading Industry Alliance
Shanghai Industrial Design Center. 2020 Shanghai Municipal Economic and Informatization Commission
2020 China Annual Digital Technology Star Product Award. 2020 Shanghai Service Federation
Executive President Member 2019 Tongji University Alumni Industrial Innovation Alliance
TopDigital Gold Award & Special Prize 2017 TopDigital
  • 337 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

BOARD OF DIRECTORS

Our Board consists of five Directors, two of whom are Executive Directors and three of whom are independent non-executive Directors. Our Directors serve a term of three years and may be re-elected for successive reappointments. Our Board is responsible and has general powers for the management and operation of the Company's business.

The table below sets forth certain information in respect of the members of the Board:

Name Age Time of joining the Group Date of appointment as a Director Position for the current tenure Roles and responsibility
Dr. Huang Zhiming (黄志明) 51 November 2010 November 25, 2010 Chairman of the Board, Executive Director and chief executive officer Overall strategic planning, business and technology direction and operational management of the Group
Mr. Li Xinrui (李欣瑞) 56 March 2020 August 11, 2022 Executive Director and senior vice president Investment and financing, securities and legal affairs of our Group and assisting the chairman of the Board in formulating the long-term development strategic plan of our Group
Ms. Sun Zhili (孫枝麗) 57 February 2024 February 29, 2024 Independent non-executive Director Participating in the decision making for our Company's significant events, and advising on issues relating to corporate governance, audit and remuneration and assessment of our Directors, Supervisors and senior management
Ms. Wu Yushan (吴瑜珊) 35 February 2024 February 29, 2024 Independent non-executive Director Participating in the decision making for our Company's significant events, and advising on issues relating to corporate governance, audit and remuneration and assessment of our Directors, Supervisors and senior management

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Name Age Time of joining the Group Date of appointment as a Director Position for the current tenure Roles and responsibility
Dr. Lu Ming (陸路) 56 February 2024 February 29, 2024 Independent non-executive Director Participating in the decision making for our Company’s significant events, and advising on issues relating to corporate governance, audit and remuneration and assessment of our Directors, Supervisors and senior management

DIRECTORS

Executive Directors

Dr. Huang Zhiming (黃志明), aged 51, is our Founder, an Executive Director, chairman of the Board and chief executive officer of our Company. Dr. Huang has been the chairman of the Board, our Director and chief executive officer since he founded our Group in November 2010, and he was redesignated as an Executive Director in February 2024. Dr. Huang has also been serving as the legal representative, general manager, and/or director at certain of our subsidiaries. He is primarily responsible for the overall strategic planning, business and technology direction and operational management of our Group.

Dr. Huang has over 25 years of experience in the automotive industry. Prior to founding our Group, Dr. Huang worked at Shanghai Volkswagen Powertrain Co., Ltd.* (上海大眾動力總成有限公司) from November 2005 to May 2010. He previously worked at the engine factory of Shanghai Volkswagen Automotive Co., Ltd. (上海大眾汽車有限公司), currently known as SAIC Volkswagen Automotive Co., Ltd. (上汽大眾汽車有限公司), and served as its technical director from February 2001 to October 2005 and the production supervisor and process designer from August 1998 to November 1999.

Dr. Huang received his bachelor’s degree in mechanical engineering and automation from Tongji University (同濟大學) in the PRC in July 1998. He then obtained the master of business administration (international) degree (IMBA) issued by the University of Hong Kong in Hong Kong in December 2005. Dr. Huang also obtained his doctoral degree in management science and engineering from Tongji University (同濟大學) in the PRC in May 2013. Dr. Huang was also recognized as an engineer in mechanical engineering and automation by the Professional Qualification Evaluation Committee for Intermediate Professional and Technical Positions in Engineering Series of Shanghai Automotive Industry (Group) Corporation* (上海汽車工業(集團)總公司工程系列中級專業技術職務任職資格評審委員會) in December 2006.

  • 339 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

In addition, Dr. Huang was appointed as an adjunct professor of innovation and entrepreneurship at Tongji University (同濟大學) from May 2017 to May 2020. He was also appointed as a vice president of the Seventh Council of the Tongji University Alumni Association (同濟大學校友會) in December 2022, a council member of the tenth council of Shanghai Management Science Society (上海市管理科學學會) in September 2020 and chairman of the University of Hong Kong – Fudan University IMBA Automotive Industry Club (香港大學-復旦大學IMBA汽車行業俱樂部) from September 2022 to September 2025.

Mr. Li Xinrui (李欣瑞), aged 56, is an Executive Director and senior vice president of our Company. Mr. Li has been appointed as our Director since August 2022 and was redesignated as an Executive Director and senior vice president in February 2024. Mr. Li joined our Group in March 2020, as a deputy general manager. He is primarily responsible for the investment and financing, securities and legal affairs of our Group and assisting the chairman of the Board in formulating the long-term development strategic plan of our Group.

Mr. Li has extensive experience in corporate management and investment financing operations. Prior to joining our Company, Mr. Li worked at Beijing Lewei Biology Technology Co., Ltd. (北京樂維生物技術有限公司), a company established in the PRC principally engaged in technology promotion. He served as chairman and general manager from January 2005 to December 2018, overseeing the overall operation and development of the company. Prior to that, he worked at certain members of State Development and Investment Group Co., Ltd. (國家開發投資集團有限公司), an state-owned backbone enterprise founded in 1995, including Guotou Xingye Co., Ltd. (國投興業公司) and Guotou Pharmaceutical Investment Co., Ltd. (國投藥業投資有限公司) from May 1995 to October 2001. Mr. Li was a director of Beijing Lewei Medical Technology Co., Ltd. (北京樂維醫療科技有限公司, “Lewei Medical”), and Lewei Medical's business license was revoked by local SAIC authority in October 2018 due to the fact that Lewei Medical was not engaging in any business activities for more than six months prior to the date of the revocation. As of the time of the revocation, such company was not insolvent, had any outstanding liabilities nor was involved in any pending claims. As of the Latest Practicable Date, Lewei Medical had not been dissolved, and since the revocation and as of the Latest Practicable Date, Lewei Medical had not carried out any business activities and, so far as Mr. Li was aware, the revocation of the business license of Lewei Medical has not resulted in any punishment or fines imposed by any competent authorities, nor has it resulted in any outstanding or potential claims or liabilities against Lewei Medical or Mr. Li.

Mr. Li received his bachelor's degree in investment management from Dongbei University of Finance and Economics (東北財經大學) in July 1992 in the PRC. He obtained an executive master of business administration (EMBA) degree from Peking University (北京大學) in July 2010 in the PRC.

  • 340 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Independent non-executive Directors

Ms. Sun Zhili (孫枝麗), aged 57, was appointed as an independent non-executive Director in February 2024. She is primarily responsible for participating in the decision making for our Company's significant events, and advising on issues relating to corporate governance, audit and remuneration and assessment of our Directors, Supervisors and senior management.

Ms. Sun has nearly 27 years of extensive experience in the capital markets, corporate financing, and financial management of listed companies. She previously worked in financial institutions including Peregrine Capital Limited starting from 1997, which was renamed as BNP Paribas Capital (Asia Pacific) Limited in April 2003 until February 2004, HSBC Markets (Asia) Limited in 2004, Polaris Capital (Asia) Limited which was merged with Yuanta Asia Investment (Hong Kong) Limited from June 2005 to December 2007, Vision Finance International Company Limited from July 2008 to March 2012, Convoy Capital Hong Kong Limited from August 2012 to May 2015, Jun Yang Securities Co., Ltd. (君陽證券有限公司) from June 2015 to April 2016, Taiping Capital Limited from May 2016 to January 2018, and BNP Paribas Securities (Asia) Limited from July 2018 to September 2022.

Ms. Sun worked at Bosideng International Holdings Limited, a company listed on the Hong Kong Stock Exchange (stock code: 3998), and served as its vice president from July 2013 to March 2014, responsible for corporate development and investor relations of Bosideng group. Prior to that, she was appointed as a director in April 2008 and chief financial officer in December 2010 at China Mass Media Corp., a company previously listed on the New York Stock Exchange (stock symbol: CMM) and delisted in 2012 due to privatization.

Ms. Sun previously served as an independent non-executive director for several listed companies. From May 2015 to October 2018, she served as an independent non-executive director and chairman of the audit committee at Century Ginwa Retail Holdings Limited (世紀金花商業控股有限公司), a company listed on the Stock Exchange (stock code: 0162). From June 2017 to September 2018, she served as an independent non-executive director at Green International Holdings Limited (格林國際控股有限公司), a company listed on the Stock Exchange (stock code: 2700). From July 2017 to October 2018, she held the position of independent non-executive director and chairman of the audit committee at Huili Resources (Group) Limited (匯力資源(集團)有限公司), a company listed on the Stock Exchange (stock code: 1303).

Ms. Sun obtained her bachelor's degree in English from Nanjing Normal University (南京師範大學) in the PRC in July 1990 and her master's degree in education from the University of Houston in the United States in May 1993.

Ms. Wu Yushan (吳瑜珊), aged 35, was appointed as an independent non-executive Director in February 2024. She is primarily responsible for participating in the decision making for our Company's significant events, and advising on issues relating to corporate governance, audit and remuneration and assessment of our Directors, Supervisors and senior management.

  • 341 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Ms. Wu has over 12 years of experience in accounting, investment banking and financial management. She was appointed as a finance director in June 2019 and a board secretary in October 2020 at Anyue Environment Technology Co., Ltd. (安越環境科技股份有限公司), formerly known as Xiamen Anyue Non-Excavation Engineering Technology Co., Ltd. (廈門安越非開挖工程技術股份有限公司), a company previously listed on the National Equities Exchange and Quotations (stock code: 871493) and voluntarily delisted in March 2020. She previously worked at the Xiamen branch of Industrial Securities Co., Ltd. (興業證券股份公司廈門分公司) from April 2017 to July 2018. Prior to that, she worked at Grant Thornton Certified Public Accountants LLP* (致同會計師事務所(特殊普通合夥)) from November 2012 to February 2017 and Ascenda Certified Public Accountants Ltd. (天健正信會計師事務所有限公司) from November 2011 to December 2012.

Ms. Wu obtained her bachelor's degree in accounting from Jimei University (集美大學) in the PRC in July 2011 and her master's degree in business administration from Xiamen University (廈門大學) in the PRC in June 2024. Ms. Wu obtained her certified public accountant qualification from the Fujian Institute of Certified Public Accountants (福建省註冊會計師協會) in July 2018. She was also awarded the certificate of secretary of board of the listed company (上市公司董事會秘書資格證書) in May 2019.

Dr. Lu Ming (陸銘), aged 56, was appointed as an independent non-executive Director in February 2024. He is primarily responsible for participating in the decision making for our Company's significant events, and advising on issues relating to corporate governance, audit and remuneration and assessment of our Directors, Supervisors and senior management.

Dr. Lu possesses an extensive and diverse professional background. He has been the founder and the principal of Shanghai Pudong Technology Financial Services Association (上海浦東科技金融服務聯合會) since June 2017. He previously worked at Shanghai Municipal Pudong New Area Science and Technology Committee* (上海市浦東新區科學技術委員會) from October 2014 to May 2017.

Dr. Lu obtained his bachelor's degree in highway and urban road engineering from Shanghai Institute of Urban Construction (上海城市建設學院) (subsequently incorporated into Tongji University (同濟大學)) in the PRC in July 1990. He also obtained a master's degree in business administration from Tongji University (同濟大學) in the PRC in July 1999. He further obtained a master's degree in development and planning for urban economic development from University College London in the United Kingdom in November 2001 and a doctoral degree of management science majoring in management science and engineering from Tongji University (同濟大學) in the PRC in November 2012.

  • 342 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Dr. Lu has obtained various professional qualifications across diverse fields throughout his career. He was accredited as a senior engineer by Shanghai Municipal Engineering Series Civil Engineering Construction Senior Professional and Technical Qualification Evaluation Committee (上海市工程系列土建施工專業高級專業技術職務任職資格評審委員會) in January 2001. He was also recognized as a professor-level senior economist in financial services industry by Shanghai Professor-level Senior Economist Professional Qualification Evaluation Committee (上海市正高級經濟師職稱評審委員會) in September 2019. Dr. Lu passed the AMAC Fund Practitioner Qualification Examination in September 2016, and obtained the corresponding certificate from the Asset Management Association of China. He was appointed as an expert of Shanghai Institute for the Evaluation of Scientific and Technological Achievements Expert Database (上海市科技成果評價研究院) in June 2021. In October 2020, he was certified as a qualified independent director by the Shanghai Stock Exchange.

SUPERVISORS

The PRC Company Law requires a joint-stock limited company to establish a board of supervisors. Our Supervisory Committee currently consists of three supervisors, one of whom is the chairperson of our Supervisory Committee. Pursuant to our Articles of Association, at least one-third of our supervisors must be employee representatives elected by our employees. We have one employee representative supervisor elected by our employees and two shareholder representative supervisors elected and appointed by our Shareholders at the Shareholders' meeting.

Each of the supervisors is appointed for a term of three years which is renewable upon re-election and re-appointment. Pursuant to the Articles of Association, the functions and powers of the board of supervisors include, but not limited to, reviewing the financial management of our Company, supervising the performance of our Directors and senior management members, and monitoring as to whether they comply with the law, administrative stipulations and Articles of Association when performing their duties, requesting Directors and senior management members to rectify actions detrimental to our Company's interests. In addition, our Supervisory Committee is responsible for exercising other powers, functions and duties in accordance with the Articles of Association, and all applicable laws and regulations.

  • 343 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

The following table sets forth the key information of our Supervisors:

Name Age Time of joining the Group Date of appointment as a Supervisor Position for the current tenure Responsibility
Mr. Shen Qi (沈琪) 50 May 2015 August 5, 2022 Chairperson of the Supervisory Committee and employees’ representative Supervisor Supervising our Board and senior management
Ms. Dai Can (戴燦) 39 February 2024 February 29, 2024 Shareholders’ representative Supervisor Supervising our Board and senior management
Mr. Liu Xi (劉希) 36 September 2021 September 29, 2021 Shareholders’ representative Supervisor Supervising our Board and senior management

Mr. Shen Qi (沈琪), aged 50, has been the chairperson of the Supervisory Committee and employees' representative Supervisor of our Company since August 2022. He joined our Group in May 2015, as the assistant to the general manager. Mr. Shen is primarily responsible for supervising our Board and senior management. Mr. Shen has been serving as the legal representative, general manager, or a director at certain of our subsidiaries.

Prior to joining our Group, Mr. Shen has extensive experience in the automotive industry. Mr. Shen was the business director of Tesla Motors (Beijing) Co., Ltd. (特斯拉汽车(北京)有限公司) from May 2013 to February 2015. He worked at Shanghai Bentley Automobile Sales Co., Ltd. (上海賓利汽車銷售有限公司) as a China senior business manager from August 2008 to January 2013. Prior to that, Mr. Shen worked at Apacer Electronic (Shanghai) Co., Ltd. (宇瞻電子(上海)有限公司) from May 2002 to September 2003. Prior to this, He worked at Shanghai Yingnuo Furniture Co., Ltd. (上海英諾傢俱有限公司) from November 2001 to May 2002 and Shanghai Ruigeng Industrial Co., Ltd.* (上海瑞耕實業有限公司) from January 1997 to October 2001.

Mr. Shen received his college diploma in industrial design from Shanghai Second Light Industry Bureau Workers University (上海市第二輕工業局職工大學) in the PRC in July 1996. He obtained a master of business administration degree from Donghua University (東華大學) in the PRC in June 2012.

  • 344 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Ms. Dai Can (戴燦), aged 39, has been our Shareholders' representative Supervisor since February 2024. Ms. Dai is primarily responsible for supervising our Board and senior management.

Ms. Dai joined BYD Auto Industry Co., Ltd. (比亞迪汽車工業有限公司) in May 2016 and currently serves as an investment manager at the joint venture management department of BYD Auto Industry Co., Ltd. She has also been serving as a director of Shenzhen Microgrid Digital Power Technology Co., Ltd. (深圳市微網數電科技有限公司) since November 2021. Prior to this, she worked at Shenzhen FRD Science & Technology Co., Ltd.* (深圳市飛榮達科技股份有限公司), a company listed on the ChiNext Board of the Shenzhen Stock Exchange (stock code: 300602), from December 2013 to April 2016.

Ms. Dai received her bachelor's degree in finance from Hunan Agricultural University (湖南農業大學) in the PRC in June 2010.

Mr. Liu Xi (劉希), aged 36, has been our Shareholders' representative Supervisor since September 2021. Mr. Liu is primarily responsible for supervising our Board and senior management.

Mr. Liu joined Ningbo Longhuahui Equity Investment Management Co., Ltd. (寧波隆華匯股權投資管理有限公司) in May 2017, and currently serves as its managing partner. He has been a representative of the general partner at Ningbo Jintong Jiuge Enterprise Management Limited Partnership (寧波金通九格企業管理合夥企業(有限合夥)) since January 2021. Prior to that, he worked at BDO China Shu Lun Pan CPAS (立信會計師事務所有限公司) and BDO China Shu Lun Pan Certified Public Accountants LLP (立信會計師事務所(特殊普通合夥)) from August 2011 to May 2017.

Mr. Liu has been a supervisor of Henan Huiqiang New Energy Material Technology Co., Ltd. (河南惠強新能源材料科技股份有限公司) since December 2020. Mr. Liu has been serving as the director of Hefei Huaqing Optical Technology Co., Ltd. (合肥華清光學科技有限公司) since March 2020 and Dongguan Huaqing Optical Technology Co., Ltd. (東莞華清光學科技有限公司) from September 2019 to June 2024. Mr. Liu also served as a director of Xinxiang Tianli Energy Co., Ltd. (新鄉天力鋰能股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 301152), from June 2020 to July 2022. Mr. Liu served as a supervisor of Anhui Andeli Department Store Co., Ltd. (安徽安德利百貨股份有限公司, currently known as Anhui Anfu Battery Technology Co., Ltd. (安徽安孚電池科技股份有限公司)), a company listed on the Shanghai Stock Exchange (stock code: 603031), from June 2020 to June 2022.

Mr. Liu obtained dual bachelor's degrees in financial management and computer science and technology from Shanghai University of Finance and Economics (上海財經大學) in July 2011 in the PRC. He obtained his master of business administration degree from Fudan University (復旦大學) in January 2023 in the PRC.

  • 345 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

SENIOR MANAGEMENT

Our senior management is responsible for our day-to-day management and business operation. The following table sets forth the key information of our senior management:

Name Age Time of joining the Group Date of appointment as senior management Position for the current tenure Roles and responsibility
Dr. Huang Zhiming (黄志明) 51 November 2010 November 25, 2010 Chairman of the Board, Executive Director and chief executive officer Overall strategic planning, business and technology direction and operational management of our Group
Mr. Li Xinrui (李欣瑞) 56 March 2020 March 19, 2020 Executive Director and senior vice president Investment and financing, securities and legal affairs of our Group and assisting the chairman of the Board in formulating the long-term development strategic plan of our Group
Dr. Cao Guangyu (曹光宇) 53 July 2022 August 11, 2022 Executive president Marketing, sales, hardware and products services of our Group
Ms. Luo Tao (滕韜) 46 November 2014 November 3, 2014 Senior vice president and chief digital officer Development and management of digitalization of our Group
Mr. Li Bin (李斌) 38 May 2023 January 1, 2024 Finance director Operation of finance department of our Group
Mr. Jiang Yuxiao (蒋宇毓) 32 April 2017 October 15, 2022 Secretary of the Board and joint company secretary Overall information disclosure and investor relationship of our Group

For biographical details of Dr. Huang Zhiming (黄志明) and Mr. Li Xinrui (李欣瑞), see “— Directors — Executive Directors” in this section. The details of each other senior management members are set out below.

  • 346 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Dr. Cao Guangyu (曹光宇), aged 53, joined the Company in July 2022 and served as the deputy general manager of our Company since August 2022. He was designated as executive president in February 2024. Dr. Cao is primarily responsible for the marketing, sales, hardware and products services of our Group.

Dr. Cao has extensive experience in the automotive industry. Dr. Cao worked at East China Normal University (華東師範大學) from October 2019 to July 2022. He served as a chief engineer at Shanghai Embedded System Research Institute (上海嵌入式系統研究所) from June 2019 to September 2019. He worked at Global Car Sharing Car Rental Co., Ltd. (環球車享汽車租賃有限公司, “EVCARD”), a State-owned company controlled by SAIC Motor Corporation Limited (上海汽車工業集團), as its general manager from May 2017 to May 2019. During his employment at EVCARD, he was appointed as legal representative for certain of its subsidiary, including Global Car Sharing (Kunming) Car Rental Co., Ltd. (環球車享(昆明)汽車租賃有限公司, “EVCARD Kunming”). In his capacity as legal representative, he was listed as a defendant in the claims related to the ordinary business operations of EVCARD Kunming, where he subsequently received consumption restriction orders by the PRC courts in connection with the payment of judgement debt of such lawsuits. Following his resignation from EVCARD in May 2019, Dr. Cao was removed from the list of defendants in such lawsuits and released from the consumption restriction order by the PRC courts. Based on publicly available information, EVCARD Kunming was primarily engaged in car rental business in Kunming City and declared bankruptcy in October 2022. As of the Latest Practicable Date, there was no unsatisfied judgment or court order of continuing effect against Dr. Cao. Previously, Dr. Cao worked at Ningbo Sichuang Mechanical and Electrical Co., Ltd.* (寧波思創機電有限公司) from May 2006 to March 2011.

Dr. Cao graduated from Harbin Institute of Technology (哈爾濱工業大學) in the PRC and received his bachelor's degree in automotive design and manufacturing in July 1994 and then his doctoral degree in mechanical manufacturing and automation in December 1999. After graduation, Dr. Cao was a postdoctoral fellow at Shanghai Academy of Spaceflight Technology (上海航天技術研究院) from December 1999 to January 2001. He also worked as a postdoctoral fellow at Shanghai Jiao Tong University (上海交通大學), conducting postdoctoral research in the field of instrument science and technology from June 2006 to September 2008.

Dr. Cao was engaged as an adjunct professor at Tongji University (同濟大學) in December 2015. He was appointed as the deputy general secretary at Shanghai New Energy Vehicle and Application Standardization Technical Committee (上海市新能源汽車及應用標準化技術委員會) in December 2011. Dr. Cao was also accredited as a senior engineer by China Aerospace Industry Corporation (China National Space Administration).

He was awarded as one of the "Top Ten Outstanding Talents in Ningbo (寧波市十大傑出青年)" in December 2007, the "Excellent Technical Leader in Shanghai (上海市優秀技術帶頭人)" in April 2014 and as the "Leading Scientific and Technological Talents in Jiading District, Shanghai (上海市嘉定區科技領軍人才)" in September 2017. Dr. Cao was appointed as a Jiading District Academic and Technical Leader (嘉定區學術技術帶頭人) by the People's Government of Jiading District, Shanghai (上海市嘉定區人民政府), from April 2017 to March

  • 347 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

  1. In September 2016, Dr. Cao was awarded the 2016 Annual Jiading District Scientific and Technological Progress Award (2016年度嘉定區科學技術進步獎) by the People's Government of Jiading District, Shanghai (上海市嘉定區人民政府). Dr. Cao was selected as the third batch of Jiading High-level Innovation and Entrepreneurship and Urgently Needed Talents (嘉定區第三批高層次創新創業和急需緊缺人才) by the Jiading District Evaluation Committee for the Introduction of High-level Innovation and Entrepreneurship and Urgently Needed Talents (嘉定區引進高層次創新創業和急需緊缺人才工作評定委員會) in September 2013. Dr. Cao was honored as one of the 2017 Ningbo Top Ten Youth Innovation and Entrepreneurship Stars (2007寧波市十佳青年創新創業之星) by the Publicity Department of Ningbo City Committee of the CPC (中共寧波市委宣傳部), the Communist Youth League Ningbo City Committee (共青團寧波市委), Ningbo Municipal Bureau of Science and Technology (寧波市科學技術局), Ningbo Municipal Human Resources Bureau (寧波市人事局), Ningbo Youth Federation (寧波市青年聯合會) and Ningbo Daily Office (寧波日報社) in 2017. In the same year, he was awarded as 2017 Shanghai Smart City Construction "Leading Pioneer" (2017上海智慧城市建設“領軍先鋒”) by the Shanghai Federation of Trade Unions (上海市總工會), the Shanghai Economic and Information Committee of the CPC (中共上海市經濟和信息化工作委員會) and the Shanghai Economic and Information Committee (上海市經濟和信息化委員會).

Ms. Luo Tao (羅韜), aged 46, joined the Company in November 2014, serving as deputy general manager from November 2014 to November 2018 and was designated as senior vice president and chief digital officer in February 2024. She also served as the general manager of our subsidiary, Wuxi Zhida Wulian Technology Co., Ltd.* (無錫摯達物聯科技有限公司) from December 2018 to December 2021. Ms. Luo is primarily responsible for the development and management of digitalization of our Group.

Besides the positions within our Group, Ms. Luo worked at subsidiaries of IBM (China) Investment Company Limited, namely the Shanghai Branch of IBM Solution and Services (Shenzhen) Co., Ltd. (國際商業機器科技(深圳)有限公司上海分公司) from February 2008 to February 2011 and the Shanghai Branch of IBM Global Service (Dalian) Co., Ltd. (國際商業機器全球服務(大連)有限公司上海分公司) from October 2013 to October 2014. She also worked at Hitachi Information Systems (Shanghai) Co., Ltd. (日立信息系統(上海)有限公司) from September 2011 to August 2012. Prior to that, Ms. Luo worked at Shanghai Jiao Tong University Omron Software Co., Ltd. (上海交大歐姆龍軟件股份有限公司, subsequently known as Shanghai Ersansiwu Network Holdings Group Co., Ltd. (上海二三四五網絡控股集團股份有限公司) and currently known as Shanghai Yanshan Technology Co., Ltd.* (上海岩山科技股份有限公司)), a company listed on the Shenzhen Stock Exchange (stock code: 002195), from May 2004 to January 2008.

Ms. Luo received her bachelor's degree majoring in information management and information system from Shanghai University (上海大學) in July 2001 in the PRC.

  • 348 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Mr. Li Bin (李斌), formerly known as Li Fei (李飛), aged 38, has been our finance director since January 2024. He joined the Company in May 2023 and served as deputy finance director from May 2023 to December 2023. Mr. Li is primarily responsible for the operation of finance department of our Group.

Mr. Li has extensive experience in financial management and accounting. Prior to joining the Group, he served as the finance director of Hengguang Asset Management Co., Ltd. (恆光資產管理有限公司) from January 2021 to April 2023. He served as vice president of Shanghai Guangwei Investment Co., Ltd. (上海廣微投資有限公司) from August 2019 to December 2020. He also worked at Zhengqi (Shanghai) Equity Investment Management Co., Ltd. (正奇(上海)股權投資管理有限公司) from August 2017 to August 2019. Prior to that, Mr. Li worked at BDO China Shu Lun Pan Certified Public Accountants LLP (立信會計師事務所 (特殊普通合夥)) from October 2012 to July 2017.

Mr. Li received his bachelor's degree in accounting from Yangzhou University (揚州大學) in the PRC in June 2009. He completed the master's program in economics at Shanghai University of Finance and Economics (上海財經大學) in the PRC in April 2021. He was awarded the completion certificate for the 2018 Shanghai Advanced (Reserve) Talent Development Program by Shanghai Municipal Finance Bureau (上海市財政局) and Shanghai University of Finance and Economics (上海財經大學) in August 2018. Mr. Li was granted the legal professional qualification by the Ministry of Justice of the PRC (中華人民共和國司法部) in February 2017. He obtained his certified public accountant qualification from the Shanghai Institute of Certified Public Accountants (上海市註冊會計師協會) in September 2017. He also obtained the senior accountant qualification from Shanghai Municipal Accounting Series Senior Professional and Technical Qualification Evaluation Committee* (上海市會計系列高級專業技術職務任職資格評審委員會) in November 2019.

Mr. Jiang Yuxiao (蔣宇驕), formerly known as Jiang Yuxiao (蔣宇梟), aged 32, joined the Company in April 2017, and has been our secretary of the Board since October 2022. Mr. Jiang has also been serving as the supervisor at certain of our subsidiaries. Mr. Jiang is primarily responsible for the overall information disclosure and investor relationship of our Group.

He served as the investment manager of our Company from April 2017 to February 2021. Mr. Jiang worked as the senior manager at Guangkong Terminus (Shanghai) Information Technology Co., Ltd.* (光控特斯聯(上海)信息科技有限公司) from March 2021 to May 2021. He rejoined our Company in May 2021, and successively served as the investment and financing director, and the secretary of the Board.

Mr. Jiang received his dual bachelor's degrees in business management from Tongji University (同濟大學) in July 2015 in the PRC and from ESSEC Business School in July 2015 in France. He also obtained a master's degree in business from IE Universidad in September 2016 in Spain. Mr. Jiang has been a member of Chartered Financial Analyst since January 2021.

  • 349 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

GENERAL

Saved as disclosed above, to the best of the knowledge, information and belief of our Directors having made all reasonable enquiries, as of the Latest Practicable Date, none of our Directors, Supervisors and senior management had been a director of any public company the securities of which were listed on any securities market in Hong Kong or overseas in the three years immediately preceding the date of this Prospectus. There are no other matters with respect to the appointment of our Directors and Supervisors that need to be brought to the attention of the Shareholders, nor is there any information relating to our Directors and Supervisors that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Saved as disclosed above, as of the Latest Practicable Date, none of our Directors, Supervisors or senior management were related to other Directors, Supervisors or senior management of our Company.

Saved as disclosed in the sections headed “Relationship with our Controlling Shareholders,” “Substantial Shareholders” and “Appendix IV — Statutory and General Information — 4. Disclosure of Interests — Disclosure of Interests of Directors and Supervisors,” as of the Latest Practicable Date, none of our Directors and Supervisors held any interest in the securities within the meaning of Part XV of the SFO.

JOINT COMPANY SECRETARIES

Mr. Jiang Yuxiao (蔣宇驍) was appointed as our joint company secretary in February 2024. For further details, see the section headed “— Senior Management” above.

Ms. Au Wing Sze (區詠詩), was appointed as our joint company secretary in February 2024. Ms. Au has over 11 years of experience in the corporate secretarial field. She is a manager of the listing services department of TMF Hong Kong Limited, responsible for providing corporate secretarial and compliance services to listed companies. She is an associate member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom. Ms. Au obtained her master’s degree in corporate governance from Hong Kong Metropolitan University in August 2019.

BOARD COMMITTEES

Our Board delegates certain responsibilities to various committees. In accordance with the relevant PRC laws and regulations and the Corporate Governance Code, Appendix C1 to the Listing Rules, our Company has formed three Board committees, namely the Audit Committee, the Remuneration Committee and the Nomination Committee.


DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Audit Committee

We have established an Audit Committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.4 and paragraph D.3 of Part 2 of the Corporate Governance Code, Appendix C1 to the Listing Rules. The Audit Committee consists of three Directors, namely Ms. Wu Yushan (吳瑜珊), Ms. Sun Zhili (孫枝麗) and Dr. Lu Ming (陸銘), with Ms. Wu Yushan (吳瑜珊) serving as the chairperson of the Audit Committee. Ms. Wu Yushan (吳瑜珊) holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of the Audit Committee include, but not limited to, the following:

  • proposing the appointment or change of external auditors to our Board, monitoring the independence of external auditors and evaluating their performance;
  • guiding internal audit work;
  • examining the financial information of our Company, reviewing financial reports and statements of our Company and giving comments on relevant matters;
  • assessing the effectiveness of internal control;
  • coordinating the communication among management, internal audit department, related departments and external audit agency; and
  • dealing with other matters that are authorized by the Board or involved in relevant laws and regulations.

Remuneration Committee

We have established a Remuneration Committee with written terms of reference in compliance with paragraph E.1 of Part 2 of the Corporate Governance Code, Appendix C1 to the Listing Rules. The Remuneration Committee consists of three Directors, namely Ms. Sun Zhili (孫枝麗), Dr. Huang and Dr. Lu Ming (陸銘). Ms. Sun Zhili (孫枝麗) serves as the chairperson of the Remuneration Committee. The primary duties of the Remuneration Committee include, but not limited to, the following:

  • formulating individual remuneration plans for Directors, Supervisors and members of the senior management in accordance with the terms of reference of the job responsibilities, the importance of their positions as well as the remuneration benchmarks for the relevant positions in other comparable companies;
  • examining the criteria of performance evaluation of Directors and the senior management of our Company, and conducting annual performance evaluation;
  • supervising the implementation of the remuneration plan of the Company;

  • 351 -


DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

  • reviewing and/or approving matters relating to share schemes under Chapter 17 of the Listing Rules; and
  • dealing with other matters that are authorized by the Board.

Nomination Committee

We have established a Nomination Committee with written terms of reference in compliance with paragraph B.3 of Part 2 of the Corporate Governance Code, Appendix C1 to the Listing Rules. The Nomination Committee consists of three Directors, namely Dr. Huang, Ms. Sun Zhili (孫枝麗) and Dr. Lu Ming (陸銘). Dr. Huang serves as the chairperson of the Nomination Committee. The primary duties of the Nomination Committee include, but not limited to, the following:

  • making recommendations to our Board with regards to the size and composition of our Board based on our Company's business operation, asset scale and equity structure;
  • researching and developing standards and procedures for the election of our Board members, general managers and members of the senior management, and making recommendations to our Board;
  • conducting extensive search and providing to our Board suitable candidates for Directors, general managers and other members of the senior management;
  • examining our Board candidates, general manager and members of the senior management and making recommendations to our Board;
  • assessing and reviewing the independence of independent non-executive Directors; and
  • dealing with other matters that are authorized by our Board.

CONFIRMATION FROM OUR DIRECTORS

Rule 8.10 of the Listing Rules

Each of our Directors confirms that as of the Latest Practicable Date, he or she did not have any interest in a business which competes or is likely to compete, directly or indirectly, with our business, and requires disclosure under Rule 8.10 of the Listing Rules.


DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Rule 3.09D of the Listing Rules

Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under Rule 3.09D of the Listing Rules on February 23, 2024, and (ii) understands his or her obligations as a director of a listed issuer on the Stock Exchange under the Listing Rules.

Rule 3.13 of the Listing Rules

Each of the independent non-executive Directors has confirmed (i) his/her independence as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he/she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person of the Company under the Listing Rules as of the Latest Practicable Date, and (iii) that there are no other factors that may affect his/her independence at the time of his/her appointments.

COMPENSATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

The Directors, Supervisors and senior management receive their remuneration in the form of Directors' or Supervisors' salaries, bonuses, contributions to defined contribution plans, share-based payment, contributions to other social security costs, housing benefits and other employee benefits (if applicable).

For the years ended December 31, 2022, 2023 and 2024 and three months ended March 31, 2025, the total remuneration paid to our then Directors amounted to RMB4.0 million, RMB4.5 million, RMB4.6 million and RMB1.0 million, respectively.

For the years ended December 31, 2022, 2023 and 2024 and three months ended March 31, 2025, the total remuneration paid to our then Supervisors amounted to RMB0.2 million, RMB0.7 million, RMB0.7 million and RMB0.2 million, respectively.

Under the arrangement currently in force, we estimate the total compensation before taxation to be accrued to our Directors and our Supervisors in kind for their service for the year ending December 31, 2025 to be approximately RMB5.0 million. The actual remuneration of Directors and Supervisors in 2025 may be different from the expected remuneration.

For the years ended December 31, 2022, 2023 and 2024 and three months ended March 31, 2025, the total emoluments paid to the five highest paid individuals (including Directors and Supervisors) by our Group amounted to RMB5.3 million, RMB7.5 million, RMB7.6 million and RMB1.8 million, respectively.

For the years ended December 31, 2022, 2023 and 2024 and three months ended March 31, 2025, no fees were paid by our Group to any of the Directors, Supervisors or the five highest paid individuals as an inducement to join us or as compensation for loss of office.

  • 353 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

None of the Directors or Supervisors waived their remuneration during the relevant period. Save as disclosed in “Compensation of Directors, Supervisors and Senior Management” in this section, no other payments have been paid, or are payable, by the Company or any of its subsidiaries to the Directors, Supervisors or the five highest paid individuals during the Track Record Period. The remuneration of Directors, Supervisors and senior management is determined with reference to factors including operating results of our Company, market comparable and the achievement of major operating indicators of our Company.

CORPORATE GOVERNANCE

Our Company is committed to achieving high standards of corporate governance with a view to safeguarding the interests of our Shareholders. To accomplish this, our Company intends to comply with Corporate Governance Code set out in Appendix C1 to the Listing Rules and the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules after the Listing.

Pursuant to code provision C.2.1 of 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 and Dr. Huang, our chairman of the Board, Executive Director and chief executive officer, currently performs these two roles. Dr. Huang is the founder of our Company and has extensive experience in the automotive industry. The Board believes that vesting the roles of both chairman and chief executive in the same person has the benefit of ensuring consistent leadership within the Group and enables more effective and efficient overall strategic planning for the Group. The Board considers that the balance of power and authority for the present arrangement will not be impaired, given that: (1) decision to be made by our Board of Directors requires approval by at least a majority of our Directors; (2) Dr. Huang and the other Directors are aware of and undertake to fulfil their fiduciary duties as Directors, which require, among other things, that he acts for the benefit and in the best interests of our Company and will make decisions for our Company accordingly; (3) the balance of power and authority is ensured by the operations of the Board of Directors, including three independent non-executive Directors, and has a fairly strong independence element; and (4) the overall strategic and other key business, financial, and operational policies of our Company are made collectively after thorough discussion at both Board of Directors, and senior management levels.

The Board will continue to review and consider splitting the roles of chairman and chief executive of the Company if and when it is appropriate taking into account the circumstances of the Group as a whole. For further information relating to the Company’s corporate governance measures, please see the section headed “Relationship with our Controlling Shareholders — Corporate Governance.”

  • 354 -

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

BOARD DIVERSITY POLICY

We are committed to promoting the culture of diversity in the Company. We have strived to promote diversity to the extent practicable by taking into consideration a number of factors in our corporate governance structure.

We have adopted the board diversity policy (the “Board Diversity Policy”) which sets out the objective and approach to achieve and maintain diversity of our Board in order to enhance the effectiveness of our Board. Pursuant to the board diversity policy, we seek to achieve Board diversity through the consideration of a number of factors, including but not limited to gender, age, race, cultural background, educational background, industry experience and professional experience. Our Directors have a balanced mix of knowledge and skills, including knowledge and experience in the areas of automotive, finance, corporate management and governance. They obtained degrees in various areas including automotive, pharmacy, engineering, management and business administration. Our Board Diversity Policy is well implemented as evidenced by the fact that there are Directors ranging from 35 years old to 57 years old and comprises two female Directors and three male Directors. We will use our best efforts to maintain at least one or 10% female representation in the Board and continue to take steps to promote diversity at all levels of the Company including but without limitation to our Board and senior management levels, to enhance the effectiveness of corporate governance of the Company as a whole. Going forward, we will continue to work to enhance gender diversity of our Board when selecting and recommending suitable candidates for Board appointments.

Our Nomination Committee is responsible for ensuring the diversity of our Board members. After the Listing, our Nomination Committee will review the board diversity policy from time to time, develop and review measurable objectives for implementing the policy, and monitor the progress on achieving these measurable objectives to ensure its continued effectiveness. We will disclose in our corporate governance report about the implementation of the board diversity policy on an annual basis.

COMPLIANCE ADVISOR

We have appointed Shenwan Hongyuan Capital (H.K.) Limited as our compliance advisor (the “Compliance Advisor”) pursuant to Rule 3A.19 of the Listing Rules. The Compliance Advisor will provide us with guidance and advice as to compliance with the Listing Rules and other applicable laws, rules, codes and guidelines. Pursuant to Rule 3A.23 of the Listing Rules, the Compliance Advisor will advise our Company in certain circumstances including:

(a) before the publication of any regulatory announcement, circular or financial report;

(b) where a transaction, which might be a notifiable or connected transaction, is contemplated, including share issues and share repurchases;


DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

(c) where we propose to use the proceeds of the Global Offering in a manner different from that detailed in this Prospectus or where our business activities, developments or results deviate from any forecast, estimate or other information in this Prospectus; and

(d) where the Stock Exchange makes an inquiry to our Company regarding unusual movements in the price or trading volume of its listed securities or any other matters in accordance with Rule 13.10 of the Listing Rules.

Pursuant to Rule 3A.24 of the Listing Rules, the Compliance 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 continuing requirements under the Listing Rules and applicable laws and regulations.

The term of the appointment will commence on the Listing Date and is expected to end on the date on which our Company complies with Rule 13.46 of the Listing Rules in respect of our financial results for the first full financial year commencing after the Listing Date.

  • 356 -

RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

OUR CONTROLLING SHAREHOLDERS

Immediately prior to the Global Offering, our Company is owned by Dr. Huang (i) directly as to approximately 27.99%, and (ii) indirectly through Tongdu E-Commerce as to approximately 15.40%, Tongdu Intelligent as to approximately 4.03% and Tongdu Technology, the Employee Incentive Platform, as to approximately 0.28%. Dr. Huang, our Founder, chairman of the Board and Executive Director, is the sole general partner of each of Tongdu E-Commerce and Tongdu Intelligent, and controls the sole general partner of Tongdu Technology, namely Tongdu Enterprise. None of the 26 limited partners of Tongdu Technology holds more than 30% partnership interests therein. Mr. Huang is responsible for the day-to-day management and exercise of the voting rights attaching to the Shares held by each of Tongdu E-Commerce, Tongdu Intelligent and Tongdu Technology. As such, each of Tongdu E-Commerce, Tongdu Intelligent, Tongdu Technology and Tongdu Enterprise is a close associate of Dr. Huang. Ms. Liu is the spouse of Dr. Huang and the other shareholder of Tongdu Enterprise. For details of the relationship among the group of Controlling Shareholders, and their shareholding in our Company, see the sections headed "Capitalization of our Company — History, Development and Corporate Structure" and "Substantial Shareholders."

Therefore, Dr. Huang, Ms. Liu and these entities controlled by Dr. Huang form a group of Controlling Shareholders of our Company for the purpose of the Listing Rules. As of the Latest Practicable Date, the group of Controlling Shareholders were in aggregate entitled to control the exercise of approximately 47.70% of the voting rights of our Company.

Immediately following the completion the Global Offering, the group of Controlling Shareholders will be, in aggregate entitled to control the exercise of approximately 42.93% of the voting rights (assuming the Over-Allotment Option is not exercised) or approximately 42.30% of the voting rights (assuming the Over-Allotment Option is exercised in full) of our Company and thus remain as a group of Controlling Shareholders.

The limited partners of each of Tongdu E-Commerce, Tongdu Intelligent and Tongdu Technology should not be regarded as a group of the Controlling Shareholders with Dr. Huang, Ms. Liu or the entities controlled by Dr. Huang, having considered that:

(a) pursuant to the respective partnership agreements of Tongdu E-Commerce, Tongdu Intelligent and Tongdu Technology, Dr. Huang, either as the sole general partner (in the cases of Tongdu E-Commerce and Tongdu Intelligent) or owns the majority ownership of the general partner (in the case of Tongdu Technology), is responsible for the operation and management of the entities and controls the voting rights attached to the Shares held by Tongdu E-Commerce, Tongdu Intelligent and Tongdu Technology;

(b) these limited partners, notwithstanding their limited partnership interests, are not able to control the voting rights attached to the Shares held by, or otherwise influence the management or operation of, Tongdu Intelligent and Tongdu E-Commerce; and

  • 357 -

RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

(c) all of these limited partners are merely passive financial investors and do not participate in the day-to-day management or decision-making processes of Tongdu Intelligent and Tongdu E-Commerce.

INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS

Having considered the following factors, our Directors are satisfied that we are capable of carrying on our business independently of our Controlling Shareholders and their close associates after Listing.

Management Independence

We are able to carry on our business independently from the Controlling Shareholders from a management perspective. Our Board consists of five Directors, including two Executive Directors and three independent non-executive Directors.

Our Executive Directors and senior management team are responsible for the day-to-day management of our operations. Notwithstanding the roles of Dr. Huang in our Board and our senior management team, our Directors are of the view that our Company is able to function independently from Dr. Huang for the following reasons:

(a) all of the independent non-executive Directors are independent of Dr. Huang, and decisions of our Board require the approval of a majority vote from members of our Board;

(b) each Director is aware of his/her fiduciary duties as a director which require, among other things, that he/she acts for the benefit and in the interest of our Company and does not allow any conflict between his/her duties as a Director and his/her personal interests;

(c) our daily management and operations are carried out by a senior management team, all of whom have substantial experience in the industry in which our Company is engaged, and will therefore be able to make business decisions that are in the best interests of our Group;

(d) we have three independent non-executive Directors and certain matters of our Company must always be referred to the independent non-executive Directors for review;

(e) in the event that there is a potential conflict of interest arising out of any transaction to be entered into between our Group and a Director and/or his/her associate, he/she shall abstain from voting and shall not be counted towards the quorum for the voting; and

  • 358 -

RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

(f) we have adopted a series of corporate governance measures to manage conflicts of interest, if any, between our Group and the Controlling Shareholders which would support our independent management, in accordance with our Articles, relevant corporate governance policies and the Listing Rules as well as other applicable rules, laws and regulations.

Based on the above, our Directors believe that our Board as a whole and together with our senior management are able to perform the managerial role in our Group independently from the Controlling Shareholders and their close associates after the Listing.

Operational Independence

We do not rely on the Controlling Shareholders and their close associates for our business development, staffing, logistics, administration, finance, internal audit, information technology, sales and marketing, or company secretarial functions. We have our own departments specializing in these respective areas which have been in operation and are expected to continue to operate separately and independently from the Controlling Shareholders and their close associates. In addition, we have our own headcount of employees for our operations and management for human resources.

We have independent access to suppliers and customers and an independent management team to handle our day-to-day operations. We are also in possession of all relevant licenses necessary to carry on and operate our principal businesses and we have sufficient operational capacity in terms of capital and employees to operate independently.

Based on the above, our Directors believe that we are able to operate independently from the Controlling Shareholders and their close associates.

Financial Independence

Our Group has a finance center independent from our Controlling Shareholders and their respective close associates. We have also established an independent financial system to make the decisions based on our own business needs. Moreover, our Group opens and manages bank accounts independently, and has never shared any bank account with Controlling Shareholders. Our Group has independent taxation registration according to the relevant laws, and makes tax payments independently according to the applicable PRC taxation laws and regulations. Our Group has never made any tax payment jointly with Controlling Shareholders or any other entities controlled by them.

Our Group has sufficient capital to operate its business independently and has adequate internal resources and a strong credit profile to support its daily operations. In addition, we are capable of obtaining financing from third parties without relying on any guarantee or security provided by our Controlling Shareholders and their respective close associates. As of the Latest Practicable Date, all loans and advances due to or from the Controlling Shareholders or their close associates have been fully settled. All guarantees provided by or to the Controlling Shareholders or their close associates on the borrowings of our Group have either been fully


RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

released as of the Latest Practicable Date, or will be released upon the Listing. Save as disclosed in notes 31 and 40(d) to the Accountant's Report in Appendix I in relation to guarantee of bank borrowings provided by Dr. Huang, we have not entered into any financing arrangements or loans with our Controlling Shareholders or any of their close associates during the Track Record Period. During the Track Record Period and as of the Latest Practicable Date, we had received the Pre-IPO Investments from Pre-IPO Investors independently. For details of the Pre-IPO Investments, see "History, Development and Corporate Structure."

Based on the above, our Directors are of the view that we are able to maintain financial independence from our Controlling Shareholders and their close associates.

RULE 8.10 OF THE LISTING RULES

As of the Latest Practicable Date, none of our Controlling Shareholders or Directors had any interest in any business which competes or is likely to compete, either directly or indirectly, with our Company's business which would require disclosure under Rule 8.10 of the Listing Rules.

CORPORATE GOVERNANCE

Our Company will comply with the provisions of the Corporate Governance Code in Appendix C1 to the Listing Rules, which sets out principles of good corporate governance.

Our Directors recognize the importance of good corporate governance in protection of our Shareholders' interests. We would adopt the following measures to safeguard good corporate governance standards and to avoid potential conflict of interests between our Group and the Controlling Shareholders:

(a) where a Shareholders' meeting is to be held for considering proposed transactions in which the Controlling Shareholders or any of their respective associates has a material interest, the Controlling Shareholders will not vote on the resolutions and shall not be counted in the quorum in the voting;

(b) our Company has established internal control mechanisms to identify connected transactions. Upon the Listing, if our Company enters into connected transactions with a Controlling Shareholder or any of his/her/its associates, our Company will comply with the applicable Listing Rules;

(c) the independent non-executive Directors will review, on an annual basis, whether there is any conflict of interests between the Group and the Controlling Shareholders (the "Annual Review") and provide impartial and professional advice to protect the interests of our minority Shareholders;

  • 360 -

RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

(d) the Controlling Shareholders will undertake to provide all information necessary, including all relevant financial, operational and market information and any other necessary information as required by the independent non-executive Directors for the Annual Review;

(e) our Company will disclose decisions (with basis) on matters reviewed by the independent non-executive Directors either in its annual report or by way of announcements;

(f) where our Directors reasonably request the advice of independent professionals, such as financial advisors, the appointment of such independent professionals will be made at our Company's expenses; and

(g) we have appointed Shenwan Hongyuan Capital (H.K.) Limited as our Compliance Advisor to provide advice and guidance to us in respect of compliance with the Listing Rules, including various requirements relating to corporate governance.

Based on the above, our Directors are satisfied that sufficient corporate governance measures have been put in place to manage conflicts of interest between our Group and the Controlling Shareholders, and to protect minority Shareholders' interests after the Listing.

  • 361 -

SUBSTANTIAL SHAREHOLDERS

SUBSTANTIAL SHAREHOLDERS

So far as our Directors are aware, immediately following the completion of the Global Offering and assuming the Over-Allotment Option is not exercised, the following persons will have interests and/or short positions in the Shares or underlying shares of our Company which would fall to be disclosed pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO or, who is, directly or indirectly, interested in 10% or more of the nominal value of any class of our share capital carrying rights to vote in all circumstances at general meetings of our Company:

Name of Shareholder Nature of interest Shares held as of the Latest Practicable Date Shares held upon the completion of the Global Offering(1)
Number of Shares Description of Shares Approximate percentage of shareholding in our total share capital Number of Shares Description of Shares Approximate percentage of shareholding in the relevant class and in our total share capital(1)
Dr. Huang(2) Beneficial owner 15,063,372 Unlisted Shares 27.99% 15,063,372 H Shares (L) 25.19%
Interest in controlled corporations 10,605,643 Unlisted Shares 19.71% 10,605,643 H Shares (L) 17.74%
Ms. Liu(2) Interests of spouse 25,669,015 Unlisted Shares 47.70% 25,669,015 H Shares (L) 42.93%
Tongdu E-Commerce(2) Beneficial owner 8,287,500 Unlisted Shares 15.40% 8,287,500 H Shares (L) 13.86%
Jingzhou Zhida(3) Beneficial owner 4,691,991 Unlisted Shares 8.72% 4,691,991 H Shares (L) 7.85%
Chen Hanlin (陳涵霖)(3) Interest in controlled corporation 4,691,991 Unlisted Shares 8.72% 4,691,991 H Shares (L) 7.85%
Shanghai China Power Investment(4) Beneficial owner 4,170,008 Unlisted Shares 7.75% 4,170,008 H Shares (L) 6.97%
State Power Investment Corporation Industrial Fund Management Co., Ltd.* (國家電投集團產業基金管理有限公司)(4) Interest in controlled corporation 4,170,008 Unlisted Shares 7.75% 4,170,008 H Shares (L) 6.97%
State Power Investment Corporation Innovation Investment Co., Ltd.* (國家電投集團創新投資股份有限公司)(4) Interest in controlled corporation 4,170,008 Unlisted Shares 7.75% 4,170,008 H Shares (L) 6.97%
State Power Investment Corporation Co., Ltd.* (國家電力投資集團有限公司)(4) Interest in controlled corporation 4,170,008 Unlisted Shares 7.75% 4,170,008 H Shares (L) 6.97%

– 362 –


SUBSTANTIAL SHAREHOLDERS

Name of Shareholder Nature of interest Shares held as of the Latest Practicable Date Shares held upon the completion of the Global Offering(1)
Number of Shares Description of Shares Approximate percentage of shareholding in our total share capital Number of Shares Description of Shares Approximate percentage of shareholding in the relevant class and in our total share capital(1)
China Power Investment Ronghe New Energy Technology Co., Ltd.* (中電投融和新能源科技有限公司)(4) Interest in controlled corporation 4,170,008 Unlisted Shares 7.75% 4,170,008 H Shares (L) 6.97%
Power Investment Ronghe New Energy Development Co., Ltd.* (電投融和新能源發展有限公司)(4) Interest in controlled corporation 4,170,008 Unlisted Shares 7.75% 4,170,008 H Shares (L) 6.97%
Anhui Zhongding(5) Beneficial owner 4,128,405 Unlisted Shares 7.67% 4,128,405 H Shares (L) 6.90%
Anhui Zhongding Holding (Group) Co., Ltd.* (安徽中鼎控股(集團)股份有限公司)(5) Interest in controlled corporation 4,128,405 Unlisted Shares 7.67% 4,128,405 H Shares (L) 6.90%
Anhui Jintong Zhihui Private Equity Fund Management Co., Ltd.* (安徽金通智匯私募基金管理有限公司)(6) Interest in controlled corporations 4,028,407 Unlisted Shares 7.49% 4,028,407 H Shares (L) 6.74%
Shanghai Rongqian Enterprise Management Center (Limited Partnership)* (上海榮乾企業管理中心(有限合夥))(6) Interest in controlled corporations 4,028,407 Unlisted Shares 7.49% 4,028,407 H Shares (L) 6.74%
Li Zhe (李哲)(6) Interest in controlled corporations 4,028,407 Unlisted Shares 7.49% 4,028,407 H Shares (L) 6.74%
Qin Daqian (秦大乾)(6) Interest in controlled corporations 4,028,407 Unlisted Shares 7.49% 4,028,407 H Shares (L) 6.74%

Notes:
(L) All the interests stated are long positions.
(1) The calculation is based on the assumption that (i) the 53,809,907 Unlisted Shares will be converted into H Shares, (ii) the total number of the Shares in issue will be 59,788,807 Shares immediately after the completion of the Global Offering, and (iii) the Over-Allotment Option is not exercised.


SUBSTANTIAL SHAREHOLDERS

(2) As of the Latest Practicable Date, the general partner of Tongdu Technology is Tongdu Enterprise and none of the limited partners of Tongdu Technology holds more than 30% of the partnership interest of Tongdu Technology. Tongdu Enterprise is held by Dr. Huang as to 70% and his spouse, Ms. Liu, as to 30%. By virtue of SFO, each of Dr. Huang and Tongdu Enterprise is deemed to be interested in the Shares held by Tongdu Technology.

(3) As of the Latest Practicable Date, Jingzhou Zhida has four shareholders, among which, Chen Hanlin (陳涵霖) held 33.75% of the voting power at the general meeting of Jingzhou Zhida and none of the other three shareholders of Jinzhou Zhida holds more than 30% voting power thereof. By virtue of SFO, Chen Hanlin (陳涵霖) is deemed to be interested in the Shares held by Jingzhou Zhida.

(4) As of the Latest Practicable Date, the general partner of Shanghai China Power Investment is State Power Investment Corporation Industrial Fund Management Co., Ltd. (國家電投集團產業基金管理有限公司), holding 7% partnership interests in Shanghai China Power Investment, which is a company controlled by State Power Investment Corporation Innovation Investment Co., Ltd. (國家電投集團創新投資股份有限公司) as to 90.01%. State Power Investment Corporation Innovation Investment Co., Ltd. (國家電投集團創新投資股份有限公司) is a wholly-owned subsidiary of State Power Investment Corporation Co., Ltd. (國家電力投資集團有限公司), which is wholly owned by State-owned Assets Supervision and Administration Commission of the State Council (國務院國有資產監督管理委員會, "SASAC"). The sole limited partner of Shanghai China Power Investment is China Power Investment Ronghe New Energy Technology Co., Ltd. (中電投融和新能源科技有限公司), which is wholly owned by Power Investment Ronghe New Energy Development Co., Ltd. (電投融和新能源發展有限公司), which is in turn controlled by State Power Investment Corporation Co., Ltd.* (國家電力投資集團有限公司), a wholly-owned subsidiary of SASAC.

By virtue of SFO, each of State Power Investment Corporation Industrial Fund Management Co., Ltd. (國家電投集團產業基金管理有限公司), State Power Investment Corporation Innovation Investment Co., Ltd. (國家電投集團創新投資股份有限公司), State Power Investment Corporation Co., Ltd. (國家電力投資集團有限公司), China Power Investment Ronghe New Energy Technology Co., Ltd. (中電投融和新能源科技有限公司), Power Investment Ronghe New Energy Development Co., Ltd.* (電投融和新能源發展有限公司) is deemed to be interested in the Shares held by Shanghai China Power Investment.

(5) Anhui Zhongding is listed on the Shenzhen Stock Exchange (stock code: 000887.SZ). As of the Latest Practicable Date, Anhui Zhongding is controlled by Anhui Zhongding Holding (Group) Co., Ltd. (安徽中鼎控股(集團)股份有限公司) as to approximately 40.46%. By virtue of SFO, Anhui Zhongding Holding (Group) Co., Ltd. (安徽中鼎控股(集團)股份有限公司) is deemed to be interested in the Shares held by Anhui Zhongding.

(6) As of the Latest Practicable Date, Anhui Jintong New Energy Vehicle Phase II Fund Partnership (limited Partnership) (安徽金通新能源汽車二期基金合夥企業(有限合夥), "Anhui Jintong") directly held 2,653,647 Unlisted Shares of our Company. The general partner of Anhui Jintong is Anhui Jintong New Energy Phase II Investment Management Partnership (Limited Partnership) (安徽金通新能源二期投資管理合夥企業(有限合夥)). Xuancheng Jintong Technology Innovation Venture Capital Fund Partnership (Limited Partnership) (宣城金通科技創新創業投資基金合夥企業(有限合夥), "Xuancheng Jintong") directly held 824,856 Unlisted Shares of our Company; and Anqing Economic Development Zone Jintong New Energy Automobile Industry Fund Partnership (Limited Partnership) (安慶經開區金通新能源汽車產業基金合夥企業(有限合夥), "Anqing Jintong" directly held 549,904 Unlisted Shares of our Company.

The general partner of Anhui Jintong New Energy Phase II Investment Management Partnership (Limited Partnership) (安徽金通新能源二期投資管理合夥企業(有限合夥)) is Anhui Jintong Zhihui Private Equity Fund Management Co., Ltd. (安徽金通智匯私募基金管理有限公司, "Jintong Zhihui"), an investment arm of Jintong Capital. Jintong Zhihui is also the sole general partner of Xuancheng Jintong and Anqing Jintong.

Jintong Zhihui is controlled by Li Zhe (李哲) as to approximately 41.4815% and Shanghai Rongqian Enterprise Management Center (Limited Partnership)* (上海榮乾企業管理中心(有限合夥), "Shanghai Rongqian") as to approximately 40.7407%. The partners of Shanghai Rongqian include (a) Li Zhe (李哲) as its general partner, holding 2% partnership interest, (b) Qin Daqian (秦大乾), as a limited partner, holding 78% partnership interest, and (c) an Independent Third Party, as a limited partner, holding 20% partnership interest.

By virtue of SFO, each of Jintong Zhihui, Shanghai Rongqian, Li Zhe (李哲) and Qin Daqian (秦大乾) is deemed to be interested in the Shares in aggregate held by Anhui Jintong, Xuancheng Jintong and Anqing Jintong.

  • 364 -

SUBSTANTIAL SHAREHOLDERS

For details of the substantial shareholders who will be, directly or indirectly, interested in 10% or more of the value of any class of Shares varying rights to vote in all circumstances at general meetings of any member of our Group, see “Statutory and General Information — 4. Disclosure of Interests — Disclosure of Interests of Substantial Shareholders” in Appendix IV.

Save as disclosed in this section, our Directors are not aware of any persons who will, immediately following completion of the Global Offering (assuming the Over-Allotment Option is not exercised), have interests and/or short positions in Shares or underlying shares which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO.

  • 365 -

SHARE CAPITAL

This section presents certain information regarding our share capital before and upon completion of the Global Offering.

BEFORE THE GLOBAL OFFERING

As of the date of this Prospectus, the registered capital of our Company was RMB53,809,907, comprising 53,809,907 Unlisted Shares in issue of nominal value RMB1.0 each.

UPON COMPLETION OF THE GLOBAL OFFERING

Immediately following completion of the Global Offering, assuming the Over-Allotment Option is not exercised, the share capital of our Company immediately following completion of the Global Offering will be as follows:

Description of Shares Number of Shares Approximate percentage to total share capital (%)
Unlisted Shares in issue
H Shares to be converted from Unlisted Shares 53,809,907 90.00%
H Shares to be issued under the Global Offering 5,978,900 10.00%
Total 59,788,807 100.00%

Immediately following completion of the Global Offering, assuming the Over-Allotment Option is fully exercised, the share capital of our Company immediately following completion of the Global Offering, will be as follows:

Description of Shares Number of Shares Approximate percentage to total share capital (%)
Unlisted Shares in issue
H Shares to be converted from Unlisted Shares 53,809,907 88.67%
H Shares to be issued under the Global Offering 6,875,700 11.33%
Total 60,685,607 100.00%

SHARE CAPITAL

RANKING

Upon completion of the Global Offering, we would have only one class of Shares. H Shares and Unlisted Shares are all ordinary Shares in the share capital of our Company. However, apart from certain qualified domestic institutional investors in the PRC, the qualified PRC investors under the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect and other persons who are entitled to hold our H Shares pursuant to relevant PRC laws and regulations or upon approvals of any competent authorities, H Shares generally cannot be subscribed for by or traded between legal or natural persons of the PRC.

Unlisted Shares and H Shares will rank pari passu with each other in all respects and, in particular, will rank equally for all dividends or distributions declared, paid or made after the date of this Prospectus. All dividends in respect of the H Shares are to be paid by us in Hong Kong dollars or in the form of H Shares.

CONVERSION OF OUR UNLISTED SHARES INTO H SHARES

The Company has filed for application for a "full circulation" of all the 53,809,907 Unlisted Shares, and submitted the application reports, authorization documents of the shareholders of Unlisted Shares for which an H-share "full circulation" are applied, explanation about the compliance of share acquisition and other documents in accordance with the requirements of the CSRC.

The relevant filings process of the conversion of 53,809,907 Unlisted Shares held by all the existing Shareholders into H Shares on a one-for-one basis have been completed on May 13, 2025 and an application has been made to the Listing Committee for such H Shares to be listed on the Stock Exchange.

Upon completion of the Global Offering, if any of our Shares are not listed or traded on any stock exchange, the holders of our Unlisted Shares may convert their Shares into H Shares provided such conversion shall have gone through any requisite internal approval process and complied with the regulations prescribed by the securities regulatory authorities of the State Council and the regulations, requirements and procedures prescribed by the overseas stock exchange(s) and have completed the required filing with the securities regulatory authorities of the State Council, including the CSRC. The listing of such converted Shares on the Hong Kong Stock Exchange will also require the approval of the Stock Exchange.

Based on the procedures for the conversion of our Unlisted Shares into H Shares as disclosed in this section, we can apply for the listing of all or any portion of our Unlisted Shares on the Hong Kong 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 Hong Kong Stock Exchange and delivery of Shares for entry on the H Share register. As any listing of additional Shares after our initial listing on the Hong Kong Stock Exchange is ordinarily considered by the Hong Kong Stock Exchange to be a purely administrative matter, it will not require such prior application for listing at the time of our initial listing in Hong Kong.

  • 367 -

SHARE CAPITAL

No class Shareholder voting is required for the listing and trading of the converted Shares on the Hong Kong Stock Exchange. Any application for listing of the converted Shares on the Hong Kong Stock Exchange after our initial listing is subject to prior notification by way of announcement to inform Shareholders and the public of such proposed conversion.

After all the requisite approvals have been obtained, the following procedures will need to be completed: the relevant Unlisted Shares will be withdrawn from the Share register and we will re-register such Shares on our H Share register maintained in Hong Kong and instruct the H Share Registrar to issue H Share certificates. Registration on our H Share register will be on the condition that (a) our H Share Registrar lodges with the Hong Kong Stock Exchange a letter confirming the proper entry of the relevant H Shares on the H Share register of members and the due dispatch of H Share certificates and (b) the admission of the H Shares to trade on the Hong Kong Stock Exchange will comply with the Listing Rules and the General Rules of HKSCC and the HKSCC Operational Procedures in force from time to time. Until the converted Shares are re-registered on our H Share register, such Shares would not be listed as H Shares.

For further details, see “Risk Factors — Risks Related to the Global Offering — 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.”

TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL OFFERING

Pursuant to the PRC Company Law, our Shares issued prior to the Listing shall not be transferred within one year from the Listing Date.

For details of the lock-up undertaking given by the Controlling Shareholders pursuant to Rule 10.07 of the Listing Rules, see the section headed “Underwriting”.

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股公司境內未上市股份申請“全流通”業務指引》) announced by the CSRC, the domestic shareholders of our Shares that are not listed on the overseas stock exchange shall handle share transfer registration business in accordance with the relevant business rules of the China Securities Depository and Clearing Corporation Limited. Further, H-share companies should submit the relevant status reports to the CSRC within 15 days after the transfer registration with the China Securities Depository and Clearing Corporation Limited of such shares involved in the application is completed.

SHAREHOLDERS’ GENERAL MEETING

For details of circumstances under which our Shareholders’ general meeting are required, see “Summary of Articles of Association” in Appendix III to this Prospectus.

  • 368 -

SHARE CAPITAL

GENERAL MANDATES TO ISSUE SHARES, SELL AND/OR TRANSFER TREASURY SHARES, AND REPURCHASE SHARES

Subject to the Global Offering becoming unconditional, our Directors have been granted general unconditional mandates to issue and repurchase our Shares, and sell and/or transfer H Shares out of treasury that are held as treasury shares. See “Appendix IV — Statutory and General Information — Further Information about our Company — Shareholders’ Resolutions” for further details.

  • 369 -

FINANCIAL INFORMATION

You should read the following discussion and analysis in conjunction with our consolidated financial information including the notes thereto, included in the Accountant's Report set out in Appendix I to this prospectus. Our consolidated financial information has been prepared in accordance with IFRS, which may differ in material aspects from generally accepted accounting principles in other jurisdictions.

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 assumptions and analysis made by us in light of our experience and perception of historical events, 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, many of which we cannot control or foresee. In evaluating our business, you should carefully consider all of the information provided in this prospectus, including "Risk Factors" and "Business."

For the purpose of this section, unless the context otherwise requires, references to 2022, 2023 and 2024 refer to our financial years ended December 31 of such years. Unless the context otherwise requires, financial information described in this section is described on a consolidated basis.

OVERVIEW

We ranked first in terms of sales volume and sales value of home EV chargers in China during the Track Record Period, according to Frost & Sullivan. Our market share reached 13.6% in China in terms of the sales volume of home EV chargers during the Track Record Period. The total sales value of the home EV chargers market amounted to RMB7.2 billion globally and RMB3.5 billion in China in 2024. Chinese companies are leading the way in providing EV home charging solutions with dominant market shares in terms of sales volume of home EV chargers during the Track Record Period. For the market shares of the world's and China's top five providers of EV home charging solutions, see "Industry Overview — EV Home Charging Solutions — Competitive Landscape of Global EV Home Charging Solutions."

Starting with offering smart home EV chargers to both automakers and users, we have since developed a "three-in-one" EV home charging solution consisting of products, services, and a powerful digital platform.

We believe we are a trusted partner for leading automakers in China. During the Track Record Period, we provided smart home EV chargers and accessories and/or services to seven of the top ten automakers in China in terms of sales volume of EVs in 2024, according to Frost & Sullivan. Through our partnerships with well-known automakers, we have established our brand reputation as a competitive provider of EV home charging solutions, while expanding

  • 370 -

FINANCIAL INFORMATION

into overseas markets alongside these major automakers. Today, our products and services serve 22 countries. In Thailand and Brazil, two fast-growing EV markets outside of China, we are one of the first movers that have established a presence as a recognized provider of smart home EV chargers and services, according to Frost & Sullivan.

Drawing upon our brand influence and service capabilities we accumulated through our partnerships with leading automakers, we launched our own retail brand “摯達(Zhida)” in 2020. Since its launch, we have efficiently and rapidly accumulated a vast user base, which lays a solid foundation for us to directly reach and better understand the needs of retail users. We cover retail users through multiple channels domestically and internationally. We operate e-stores on platforms such as Amazon, Tmall (天貓), Douyin (抖音) and Youzan (有贊) and e-commerce platforms in Thailand, and we plan to expand our footprint on international e-commerce platforms. We are one of the top three brands in terms of retail sales of home EV chargers on e-commerce platforms in 2022, 2023 and 2024, according to Frost & Sullivan. In addition, we collaborate with distributors in 137 cities in China as of March 31, 2025, to further expand the customer base of our products.

During the Track Record Period, we also generated revenues from providing our users with services, mainly including EV charger installation and after-sales services, through third-party service providers connected and managed via our digital platform. According to Frost & Sullivan, we have established China's largest EV charger service network to provide door-to-door installation and after-sales services, covering over 360 cities nationwide as of March 31, 2025. We are also developing a variety of other services to further digitalize home energy management for our users.

In 2022, 2023 and 2024, we recorded revenue of RMB697.1 million, RMB670.7 million and RMB593.4 million, respectively, and our gross profit reached RMB142.1 million, RMB137.5 million and RMB88.6 million, respectively. In the same years, we recorded loss for the year of RMB25.1 million, RMB58.1 million and RMB235.9 million, respectively. In the three months ended March 31, 2024 and 2025, we recorded revenue of RMB155.7 million and RMB217.1 million, respectively, and our gross profit reached RMB35.3 million and RMB35.8 million, respectively. In the same periods, we recorded loss for the period of RMB31.5 million and RMB17.1 million, respectively.

BASIS OF PREPARATION

Our historical financial information has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). The historical financial information has been prepared on a historical cost basis, except for certain fair value through other comprehensive income and financial assets at fair value through profit or loss, which are carried at fair values. The historical financial information has been prepared on a going concern basis.


FINANCIAL INFORMATION

All of the new standards, amendments to standards and interpretations that are effective during the years ended December 31, 2022, 2023 and 2024, and the three months ended March 31, 2025 have been adopted by us consistently throughout the Track Record Period. We have not early adopted the new standards and interpretations not yet adopted, and the new and amended standards, amendments and interpretations issued but not effective for the Track Record Period. We have already commenced an assessment of the impact of these new and amended standards and have concluded on a preliminary basis that adoption of these new and amended standards is not expected to have significant impacts on our financial performance and positions when they become effective.

For details, see Note 2 to the Accountant’s Report included in Appendix I.

NO MATERIAL ADVERSE IMPACT OF COVID-19

The outbreak of COVID-19 impacted China and the world from early 2020 to early 2023. In order to contain the virus, precautionary and control measures were implemented in regions affected by the pandemic. As a result, the COVID-19 pandemic posed challenges in respect of our product and service offerings in China and overseas markets, as transportation restrictions and reduced mobility during this period indirectly affected our and certain of our business partners’ operations. Despite such impact, our corporate operations, product development, production and sales were not suspended and we achieved an increase in revenue by 94.9% from RMB357.6 million in 2021 to RMB697.1 million in 2022. Only our Shanghai headquarters operated remotely in compliance with government lockdown requirements, for approximately two months in 2022. Our factory in Anhui Province continued normal operations without shutdown, and we experienced no supply chain shortages. We did not encounter any material adverse impact on our business operations caused by the COVID-19 pandemic during the Track Record Period, and we expect that our business will not be disrupted in the long run. Since December 2022, economic activities have begun to recover and returned to normal nationwide since January 2023. Based on the foregoing, our Directors are of the view that the COVID-19 pandemic did not have or is not expected to have any material adverse impact on our business and results of operations during the Track Record Period and up to the Latest Practicable Date.

KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our results of operations and financial condition have been and will continue to be affected by a number of factors that will affect our industry, including macroeconomic trends, industry dynamics, technology innovations, competitive landscape and government regulations and policies. Any negative change in these conditions may adversely impact our industry and our results of operations. Besides the aforementioned general factors, our business and results of operations are also affected by factors that are specific to us.


FINANCIAL INFORMATION

Expand Product and Service Portfolios and Drive Diversified Monetization

Our ability to introduce new products and new services will be an important contributor to our future growth. Our existing product portfolio, which mainly includes smart home EV chargers and accessories, caters to different user needs and serves both automakers and retail customers. We have also launched advanced products with higher gross profit margin and strong revenue potential such as EV charging robots and EMS solutions in 2023 and 2024. We plan to offer in the future new products such as smart charging hardware products that we believe will enable us to meet consumer needs for EV home charging and more broadly, serve as the hardware gateways to home energy management, in diversified scenarios. In addition, as part of our integrated EV home charging solutions, we offer services that are highly complementary to our products, including EV charger installation and after-sales services provided through third-party service providers connected via our digital platform, as well as home energy management services. To further expand our services and improve their monetization, we will focus our continuous R&D efforts on developing technologies to increase EV home charging efficiency and make EV home charging a gateway to our users' overall home energy management.

Customer acceptance of our products and services, particularly, our new products and services, also depends on our ability to maintain competitive pricing and optimize our product and service mix. We aim to offer users compelling value propositions by providing them with a EV home charging and digital energy management solution, which we believe will allow us to diversify our monetization channels for our existing and new product and services and promote cross-selling of multiple products and services. As part of our monetization strategies, we will also continue to focus on enhancing our product features as well as service capabilities.

Diversify Sales and Distribution Channels to Reach Broader Customer Base

Our continued revenue growth depends on our ability to rapidly expand our customer base through diversified sales and distribution channels. Currently, we sell our products to both leading automakers and retail customers and provide our services to them. We will continue to leverage our established brand reputation to serve a diversified group of quality automakers, especially those with increasing market shares in overseas EV markets. Moreover, we intend to extensively increase retail penetration in both China and overseas. Since 2020, when we opened our first online store on Tmall (天貓), we have significantly increased sales of products to retail customers. We currently sell our products and services to retail customers through self-operated online stores e-commerce platforms and distributors. In 2022, 2023, 2024 and three months ended March 31, 2024 and 2025, we generated RMB53.7 million, RMB52.9 million, RMB75.2 million, RMB13.5 million and RMB36.4 million in revenue from sales of products to retail customers. We expect our sales to retail customers to continue increasing in the future.


FINANCIAL INFORMATION

Our future growth in retail sales will depend on our ability to promote our products and services via a wider array of sales and distribution channels, including both online and offline avenues and through both direct e-commerce sales and third-party distributors. Besides these efforts, there are other factors that will impact our success in driving revenue growth, including but not limited to our supply chain capabilities, our marketing strategies, and consumer behavior shifts. We remain vigilant to these risks and are prepared to adapt our strategies in a swift and cost-effective manner.

Expand Rapidly in Overseas Markets

Our global footprint currently extends to various overseas countries through both increased sales to automakers and our expanding retail network coverage. During the Track Record Period, our overseas revenue contributed an increasing portion of our total revenue from 1.9% in 2022 to 12.1% in 2024, and from 16.3% in the three months ended March 31, 2024 to 14.8% in the same period in 2025, which was mainly driven by increased sales to Chinese automakers who expanded their EV sales in overseas markets and our efforts to enter into overseas retail market.

To capitalize on tremendous market opportunities in overseas markets (especially those with increasing sales of EVs and attractive demographics with respect to pricing power), we are committed to expanding our global presence through our multifaceted strategic initiatives. Under this approach, we aim to make our products in conformity with global standards and adaptable to EVs of global automakers, expand our local service network through our digital platform, establish localized overseas manufacturing capabilities, and build brand awareness to support our worldwide expansion.

Prudently Manage Costs and Improve Operating Efficiency

With an increasingly diversified product and service portfolio, our profitability depends on our proficiency in managing costs and improving operational efficiency. Our cost of sales as a percentage of revenue was 79.6%, 79.5%, 85.1%, 77.3% and 83.5% in 2022, 2023, 2024, and the three months ended March 31, 2024 and 2025, respectively. We have been consistently working to optimize our cost efficiency, where we effectively manage our procurements and supply chain efficiency through partnering with quality suppliers as well as improving the production efficiency at our manufacturing facilities.

Our operational expenses consist of research and development, general and administrative, as well as sales and marketing expenses. Our operating expenses as a percentage of revenue was 22.3%, 30.6%, 46.2%, 41.8% and 23.1% in 2022, 2023, 2024, and the three months ended March 31, 2024 and 2025, respectively. Such increase was largely driven by our enhanced investments in sales and marketing to expand our retail sales network as well as continued investments in R&D to drive new technology and product innovation. These expenses, benchmarked as a percentage of revenue, have been maintained within strategic thresholds to ensure an optimal balance between growth investment and cost discipline. Going forward, we will continue to focus on improving the economies of scale, optimizing compensation structure and driving the cost effectiveness for our operating expenses.

  • 374 -

FINANCIAL INFORMATION

MATERIAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES

We have identified certain accounting policies that we believe are most significant to the preparation of our historical financial statements. Some of our material accounting policies involve subjective assumptions and estimates, as well as complex judgments by our management relating to accounting items. Our material accounting policies are set forth in details in Note 4 to the Accountant's Report included in Appendix I to this Prospectus.

The judgments, estimates and associated assumptions are based on our historical experience and various other relevant factors that we believe are reasonable under the circumstances, the results of which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. When reviewing our financial results, you should consider: (i) our selection of material accounting policies, (ii) the judgment and other uncertainties affecting the application of such policies, and (iii) the sensitivity of reported results to changes in conditions and assumptions. The determination of these items requires management judgments based on information and financial data that may change in future years, and as a result, actual results could differ from those estimates.

We set forth below those accounting policies that we believe involve the most significant estimates and judgements used in preparing of our consolidated financial statements.

Revenue Recognition

Revenue is recognized when or as the control of the goods or services is transferred to a customer. A customer is the party that contracts with us to purchase goods or services which are the output of our ordinary activities in exchange for consideration.

Contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers. If the standalone selling price is not directly observable, it is estimated using expected cost plus a margin or adjusted market assessment approach, depending on the availability of observable information. Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation, and changes in judgments on these assumptions and estimates may impact the revenue recognition.

When either party to a contract has performed, we present the contract on the consolidated statements of financial position as a contract asset or a contract liability, depending on the relationship between the entity's performance and the customer's payment.

If a customer pays consideration or we have a right to an amount of consideration that is unconditional, before we transfer a good or service to the customer, we present the contract liability when the payment is made or a receivable is recorded (whichever is earlier). A contract liability is our obligation to transfer goods or services to a customer for which we have received consideration (or an amount of consideration is due) from the customer.

  • 375 -

FINANCIAL INFORMATION

The revenue is measured at the transaction price agreed under the contract. Amounts disclosed as revenue are net of return, trade allowances and amounts collected on behalf of third parties.

The accounting policies for our principal revenue sources include the followings:

Sales of products

We manufacture and sell EV chargers and related parts in the market, and generate revenue from sales of EV chargers, accessories, electrical cables, and other related products. The revenue for sales of the products mentioned above is recognized at a point in time when control of the products is transferred to the customer. Specifically, sales are recognized when the products have been shipped to the specific location in accordance with the sales contract and the customers have inspected and accepted the products. The standard warranty we provide, including free assistance service for hardware quality problems, is accounted for as provisions, and the estimated costs are recorded as a liability when we transfer the control of the products to a customer.

Provision of services

Services mainly comprise EV chargers installation services, after-sales services and others in the PRC. Since services are usually completed within a short period of time, the revenue generated from the services mentioned above is recognized upon completion of the services.

Property, Plant and Equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to us and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within "other gains — net" in the consolidated statements of profit or loss.

  • 376 -

FINANCIAL INFORMATION

Construction in progress represents unfinished construction and equipment under construction or pending for installation, and is stated at cost less impairment losses. Cost comprises direct costs of construction including borrowing costs attributable to the construction during the period of construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and ready for intended use.

Deferred Income Tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Historical Financial Information. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realized, or the deferred income tax liability is settled.

Deferred income tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

Deferred income tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases of investments in foreign operations where we are able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset where there is a legally enforceable right to offset current income tax assets and liabilities and where the deferred income tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where we have a legally enforceable right to offset and intend either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred income tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity respectively.

Inventories

Raw materials, work-in-progress and finished goods are stated at the lower of cost and net realizable value. Cost comprises direct materials, direct labor and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are determined after deducting rebates and discounts. 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.

  • 377 -

FINANCIAL INFORMATION

Finished goods primarily consist of products that are ready for sale at production factories or in transit to fulfil customer orders. Raw materials and work-in-progress primarily consist of materials mainly for EV chargers production as well as materials used for testing products. Provision for inventories is recognised for the amount by which the carrying amount of the inventories exceeds the net recoverable amount, and is recorded in cost of sales in the consolidated statements of profit or loss.

Trade and Notes Receivables

Trade and notes receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 1 year and therefore all classified as current. Trade and notes receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognized at fair value. We hold the trade and notes receivables with the objective of collecting the contractual cash flows and therefore measure them subsequently at amortized cost using the effective interest method. See Note 21 to the Accountant's Report included in Appendix I for further information about our accounting for trade and notes receivables and Note 3 to the Accountant's Report included in Appendix I for a description of our impairment policies. We apply the simplified approach under IFRS 9, which requires lifetime expected losses to be recognized from initial recognition of the assets. Information about the impairment of trade and notes receivables and our exposure to credit risk is described in Note 3 to the Accountant's Report included in Appendix I. The carrying amounts of our trade and notes receivables were mainly demonstrated in RMB and approximated their fair values as at the balance sheet dates.

Financial assets

Classification

We classify our financial assets in the following measurement categories:

  • those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss); and
  • those to be measured at amortized cost.

The classification depends on our business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether we have made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). We reclassify debt investments when and only when our business model for managing those assets changes.

  • 378 -

FINANCIAL INFORMATION

Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade-date, the date on which we commit to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and we have transferred substantially all the risks and rewards of ownership.

Measurement

At initial recognition, we measure a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Debt instruments

Subsequent measurement of debt instruments depends on our business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which we classify our debt instruments:

  • Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in "other gains — net". Impairment losses are presented as separate line item in the consolidated statements of comprehensive loss.

  • FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through other comprehensive income, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss and recognized in "other gains — net". Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in "other gains — net" and impairment expenses are presented as separate line item in the consolidated statements of comprehensive loss.

  • 379 -


FINANCIAL INFORMATION

  • FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within in “other gains — net” in the period in which it arises.

Equity instruments

We subsequently measure all equity investments at fair value. Where our management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss as other income when our right to receive payments is established.

Changes in the fair value of financial assets at FVPL are recognized in profit or loss and presented in “other gains — net” in the consolidated statements of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

Impairment

We assess on a forward-looking basis the expected credit loss associated with our debt instruments carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For cash and cash equivalents, restricted cash and long-term bank time deposits, the expected credit loss risk is considered immaterial. For trade and notes receivables, we apply the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the assets. The provision matrix is determined based on historical observed default rates over the expected life of the trade and notes receivables with similar credit risk characteristics and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed.

Impairment on other receivables is measured as either 12-month expected credit losses or lifetime expected credit loss, depending on whether there has been a significant increase in credit risk since initial recognition. If a significant increase in credit risk of a receivable has occurred since initial recognition, then impairment is measured as lifetime expected credit losses.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the consolidated statements of financial position where we currently have a legally enforceable right to offset the recognized amounts, and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

  • 380 -

FINANCIAL INFORMATION

Trade and Other Payables

These amounts represent liabilities for goods and services provided to us prior to the end of the financial year which are unpaid. The amounts are unsecured. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

Borrowings

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.

Borrowings are removed from the consolidated statements of financial position when the obligation specified in the contract is discharged, canceled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss as finance costs.

Borrowings are classified as current liabilities unless we have an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

Provisions

Provisions for legal claims, warranties, and make good obligations are recognized when we have a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognized for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

  • 381 -

FINANCIAL INFORMATION

Warranties are made for estimated warranty claims for certain years, in respect of products that were sold and still under warranty period at the end of each reporting period. These claims are expected to be settled in the future years. The Group provides warranties for certain EV chargers products and undertakes the obligation to repair or replace items that fail to perform satisfactorily. The amount of provisions for product warranties is estimated based on the sales volume and industry experience of the level of repairs and returns. The estimation is reviewed on an ongoing basis and is revised when appropriate.

SUMMARY OF OUR CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

The table below sets forth our consolidated statements of comprehensive loss in the periods indicated derived from the Accountant's Report included in Appendix I:

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
(RMB in thousands) (unaudited)
Revenue 697,060 670,733 593,408 155,702 217,102
Cost of sales (554,986) (533,199) (504,833) (120,363) (181,318)
Gross profit 142,074 137,534 88,575 35,339 35,784
Sales and marketing expenses (67,615) (90,462) (114,655) (23,432) (20,687)
General and administrative expenses (53,695) (73,657) (103,936) (29,897) (15,923)
Research and development expenses (34,099) (41,102) (55,577) (11,775) (13,594)
Net impairment (losses)/reversal on financial assets (6,700) 205 (38,486) 1,888 (160)
Other income 3,150 6,713 6,089 808 3,123
Other gains/(losses) – net 757 (402) (956) 172 (159)
Operating loss (16,128) (61,171) (218,946) (26,897) (11,616)
Finance income 1,416 2,049 1,051 306 69
Finance costs (14,338) (10,104) (14,021) (3,095) (3,869)
Finance costs – net (12,922) (8,055) (12,970) (2,789) (3,800)
Loss before income tax (29,050) (69,226) (231,916) (29,686) (15,416)
Income tax credit/(expense) 3,903 11,110 (3,981) (1,814) (1,662)
Loss for the year/period (25,147) (58,116) (235,897) (31,500) (17,078)

FINANCIAL INFORMATION

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
(RMB in thousands) (unaudited)
Attributable to:
Owners of the Company (26,306) (58,538) (238,842) (31,440) (17,050)
Non-controlling interests 1,159 422 2,945 (60) (28)
(25,147) (58,116) (235,897) (31,500) (17,078)
Loss per share attributable to the equity holders of the Company (in RMB)
Basic and diluted loss per share (0.53) (1.11) (4.54) (0.60) (0.32)

Non-IFRS Financial Measure

To supplement our consolidated financial statements presented in accordance with IFRSs, we use adjusted loss for the year/period (Non-IFRS financial measure) as additional financial measure, which is not required by, or presented in accordance with IFRSs. We believe that the non-IFRS measure facilitates comparisons of operating performance from year to year and company to company by eliminating potential impacts of items. We believe that the non-IFRS measure provides useful information to investors in understanding and evaluating our consolidated results of operations in the same manner as they help our management. The use of the non-IFRS measure has limitations as an analytical tool, and investors should not consider it in isolation from, or as substitute for analysis of, our results of operations or financial condition as reported under IFRSs.

We define adjusted loss for the year/period (Non-IFRS financial measure) as loss for the year/period adjusted by adding back share-based payment expenses, interest expenses on financial instruments with preferred rights at amortised cost and listing expenses. Such non-IFRS measure allows investors to consider metrics used by our management in evaluating our performance. Share-based payment expenses consist of share awards granted under our share incentive plans. Interest expenses on financial instruments with preferred rights at amortised cost refer to the interest costs associated with financial liabilities that arise from contracts obligating the Company to repurchase its equity instruments for cash or other financial assets. These liabilities are initially measured at the present value of the redemption amounts and subsequently measured at amortised cost, with interest charged to finance costs. Listing expenses are in relation to the Listing and the Global Offering. Therefore, by eliminating the impacts of such items in the calculation of adjusted loss (Non-IFRS financial measure), this measure could better reflect our underlying operating performance and could better facilitate the comparison of operating performance from year to year.

  • 383 -

FINANCIAL INFORMATION

The following table reconciles our adjusted loss for the year (Non-IFRS financial measure) and presented in accordance with IFRSs, namely loss for the year/period:

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
(RMB in thousands)
Loss for the year/period (25,147) (58,116) (235,897) (31,500) (17,078)
Adjustment:
Share-based payment expenses(1) 114 411 420 105 105
Listing expenses(2) - 5,372 21,484 14,151 1,270
Interest expenses on financial instruments with preferred rights at amortised cost 6,194 - - - -
Adjusted loss for the year/period (Non-IFRS financial measure) (18,839) (52,333) (213,993) (17,244) (15,703)

Notes:
(1) Share-based payment is a non-cash expense arising from granting share-based awards to selected employees. Share-based payment is not expected to result in future cash payments. Share-based payment is recorded under our selling expenses, general and administrative expenses, and research and development expenses; and the share-based payment in the above table represents the sum of that recorded under each type of such expenses.
(2) Listing expenses relate to our Global Offering.

DESCRIPTION OF KEY COMPONENTS OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Revenue

We derive our revenue primarily from sales of our EV chargers and accessories and provision of our services (which mainly include EV charger installation and after-sales services). Our revenue is recognized when or as the control of the goods or services is transferred to a customer and is measured at the transaction price agreed under the contract.


FINANCIAL INFORMATION

Revenue by nature

The following table sets forth the breakdown of our revenue generated from sales of products and provision of services in the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
By nature
Sales of products 407,434 58.5 320,943 47.8 304,537 51.3 76,365 49.0 145,521 67.0
Provision of services 289,626 41.5 349,790 52.2 288,871 48.7 79,337 51.0 71,581 33.0
Total 697,060 100.0 670,733 100.0 593,408 100.0 155,702 100.0 217,102 100.0
  • Sales of products. We generate revenue from sales of products to automakers, distributors and retail customers, including smart home EV chargers and accessories such as portable charging devices and electrical cables. Substantially all of the revenue from sales of products were derived from sales of smart home EV chargers during the Track Record Period.
  • Provision of services. We also generate revenue from provision of services to users, mainly including EV charger installation and after sales services. Substantially all of the revenue generated from provision of services were derived from provision of installation and after-sales services. During the Track Record Period, the bulk of these services pertained to the sale of our smart home EV chargers and accessories. Additionally, as our installation and after-sales network expanded, we began receiving independent orders for installation and after-sales services for EV chargers supplied by third parties.

During the Track Record Period, we delivered 1.3 million EV chargers and completed 1.3 million installation and after-sales service tasks. The table below sets forth a breakdown by offering category of the average selling price and sales volume of sales of smart home EV chargers and installation and after-sales service tasks during the periods indicated.

Year Ended December 31, Three Months Ended March 31, Total Number During the Track Record Period
2022 2023 2024 2024 2025
Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume
By offering category
Sales of products 790.5 484,771 914.4 313,335 808.6 351,112 884.1 80,059 780.3 183,287 823.0 1,332,505
Provision of services 1,084.8 257,600 836.5 404,396 598.3 463,018 823.4 92,978 510.2 135,525 764.7 1,260,539

FINANCIAL INFORMATION

Note:

(1) The sales volume and calculation of average selling price of sales of products and provision of services excludes other ancillary products. Therefore, the results of multiplying average selling price and sales volume do not correspond to the total revenue generated during the periods indicated.

The table below sets forth a breakdown of sales volume and average selling prices for installation and after-sales service tasks in terms of our company's home EV chargers and chargers of third-party manufacturers.

Year Ended December 31, Three months Ended March 31,
2022 2023 2024 2025
Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price
Provision of services
Chargers of third-party manufacturers 80,059 1,110 193,207 752 379,229 519 111,227 467
Our company's chargers 177,541 1,074 269,811 488 83,789 959 24,298 710

We have successfully secured bids for the provision of services, which are offered independently from our product sales. Upon winning the bid, we would provide services for chargers supplied by third parties to various automakers. The volume of product sales and of our service offerings are not directly correlated, as these are not bundled together. For instance, our retail and distributor customers sometimes choose to purchase chargers alone. Similarly, customers of automakers may choose to buy only the chargers themselves.

  • Sales of products

The average selling price of our products increased from RMB790.5 in 2022 to RMB914.4 in 2023, primarily due to the loss of Customer B as a customer of home EV charger since mid-2023 and as a result, the pricing pressure previously exerted by Customer B on us has been significantly reduced. It then decreased to RMB808.6 in 2024, primarily due to pricing pressure passed down the supply chain by automakers and our efforts in enhancing value through competitive pricing and increased sales volumes during that period. In the three months ended March 31, 2024 and 2025, the average selling price was RMB884.1 and RMB780.3, respectively, reflecting intensified pricing pressure from our major customers, especially automakers.

The sales volume of our products decreased from 484.8 thousand units in 2022 to 313.3 thousand units in 2023, primarily because we lost a bid for the sales of home EV chargers and related accessories from Customer B. Our sales volume then increased to 351.1 thousand units in 2024, primarily driven by growth in retail sales. Specifically, one of our major customers lowered its procurement target price of EV chargers below our


FINANCIAL INFORMATION

expectations, resulting in our inability to secure the bid; however, we subsequently secured a new bid with such customer in July 2024, supported by our focus on R&D to develop lower-cost, reliable products, demonstrating our adaptability to evolving market conditions. In the three months ended March 31, 2024 and 2025, the sales volume for our products was 80.1 thousand units and 183.3 thousand units, respectively. The increase is driven by our efforts in enhancing value through competitive pricing and increased sales volumes, which enabled us to capture more market demand, our implementation of effective advertising strategies, and our continued partnership with key customers, with expectations for continued growth driven by product diversification and targeted expansion into new markets.

  • Provision of services

The average selling price of our services decreased from RMB1,084.8 in 2022 to RMB836.5 in 2023 and further to RMB598.3 in 2024, primarily driven by our efforts in enhancing value through competitive pricing and increased sales volumes. In addition, we also experienced downward pricing pressure from EV automakers due to intensified market competition in the PRC market. In the three months ended March 31, 2024 and 2025, the average selling price was RMB823.4 and RMB510.2, respectively. The decline was mainly due to price reduction pressures from the PRC market, which we accepted to maintain our competitive position.

The sales volume of our services increased from 257.6 thousand units in 2022 to 404.4 thousand units in 2023 and further to 463.0 thousand units in 2024. In the three months ended March 31, 2024 and 2025, the sales volume for our services was 93.0 thousand units and 135.5 thousand units, respectively. The increase in our installation services was driven by the growth in EV sales by automakers.

We are negotiating with installation service providers to reduce costs, which will help offset the adverse effect from pricing pressures in the market which had shown signal of stabilizing in late 2025. Additionally, the consistent growth in sales volume provides a solid foundation for maintaining a leading market share which we believe will well position us to better monetize our products and services in the long run. As a result, the Directors are of the view that service revenue will remain sustainable, supported by both cost optimization and strong demand.

Our sales volume growth was driven by: (i) the ongoing rise in EV penetration, which significantly expanded charging demand; (ii) expanded collaboration with automakers, with several OEMs recommending or bundling our chargers at vehicle delivery; and (iii) broader sale channel coverage and strengthened installation capabilities, which supported a higher number of completed installation tasks.

  • 387 -

FINANCIAL INFORMATION

Revenue by geographic region

We generate revenue through sales of products and services used in China and overseas. During the Track Record Period, our overseas revenue mainly included sales of smart home EV chargers made for Chinese automakers in conformity with overseas product specifications in connection with sales of their EVs to overseas markets. The following table sets forth a breakdown of our revenue by geographic region in the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
By geographic region
China 684,150 98.1 609,446 90.9 521,511 87.9 130,309 83.7 184,970 85.2
Overseas 12,910 1.9 61,287 9.1 71,897 12.1 25,393 16.3 32,132 14.8
Total 697,060 100.0 670,733 100.0 593,408 100.0 155,702 100.0 217,102 100.0

The table below sets forth a breakdown by geographic region of the average selling price and sales volume of sales of smart home EV chargers and installation and after-sales service tasks during the periods indicated.

Year Ended December 31, Three Months Ended March 31, Total Number During the Track Record Period
2022 2023 2024 2024 2025
Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume
By geographic region
China
Sales of product 776.2 477,274 972.8 232,472 788.7 294,066 869.2 56,265 723.7 154,909 811.8 1,158,721
Provision of service 1,084.8 257,600 836.5 404,396 570.8 452,618 795.9 91,902 509.5 135,449 756.0 1,250,063
Overseas
Sales of product 1,701.1 7,497 746.7 80,863 911.3 57,046 919.1 23,794 1,089.3 28,378 897.8 173,784
Provision of service - - - - 1,796.7 10,400 3,172.9 1,076 1,826.3 76 1,796.9 10,476

Note:
(1) The sales volume and calculation of average selling price of sales of products and provision of services excludes other ancillary products. Therefore, the results of multiplying average selling price and sales volume do not correspond to the total revenue generated during the periods indicated.


FINANCIAL INFORMATION

China

Sales of products

Our average selling price in China for product sales increased from RMB776.2 in 2022 to RMB972.8 in 2023, primarily due to successful negotiations for higher prices with certain key customers during that period. It decreased to RMB788.7 in 2024 and in the three months ended March 31, 2024 and 2025, the average selling price in China was RMB869.2 and RMB723.7, respectively, reflecting a decline primarily due to price reduction pressures from the market, which we accepted to maintain our competitive position.

Meanwhile, our sales volume in China decreased from 477.3 thousand units in 2022 to 232.5 thousand units in 2023, as automaker customers adjusted their procurement targets due to pricing pressures and strategic considerations. Specifically, one of our major customers lowered its procurement target price of EV chargers below our expectations, resulting in our inability to secure the bid. Our sales volume in China increased to 294.1 thousand units in 2024 as we subsequently secured a new contract with such customer in July 2024, supported by our focus on R&D to develop lower-cost, reliable products, demonstrating our adaptability to evolving market conditions. In the three months ended March 31, 2024 and 2025, sales volume increased from 56.3 thousand units to 154.9 thousand units, driven by our efforts in enhancing value through competitive pricing and increased sales volumes, which enabled us to capture more market demand, and our continued partnership with key customers in China. We expect this trend to continue, with stable sales volumes expected in the future.

Provision of services

Our average selling price for the provision of services in China decreased from RMB1,084.8 in 2022 to RMB836.5 in 2023, and further decreased to RMB570.8 in 2024. In the three months ended March 31, 2024 and 2025, the average selling price of our services in China was RMB795.9 and RMB509.5, respectively. The decrease in the average selling price for service provision in China was also mainly due to price reduction pressures from the market, which we accepted to maintain our competitive position.

Meanwhile, our sales volume for services in China grew significantly from 257.6 thousand units in 2022 to 404.4 thousand units in 2023, and further grew to 452.6 thousand units in 2024. In the three months ended March 31, 2024 and 2025, the sales volume was 91.9 thousand units and 135.4 thousand units, respectively. The growth is primarily because the number of products sold increased during the same period, resulting in increased utilization of our installation services.

  • 389 -

FINANCIAL INFORMATION

Overseas

Sales of products

Our average selling price for product sales overseas decreased from RMB1,701.1 in 2022 to RMB746.7 in 2023 and our average selling price of home EV chargers sold overseas was lower than those sold in China in 2023, primarily due to our efforts in enhancing value through competitive pricing to Chinese automakers expanding into international markets in order to increase our sales volumes to capture more international market shares. We are actively diversifying our sales channels and expanding our reach to more customers via retail channel and distributorship channel, which typically command higher average selling prices. For example, In Thailand and Brazil, two fast-growing EV markets outside of China, we are one of the first movers that have established a presence as a recognized provider of smart home EV chargers and services, according to Frost & Sullivan. Our average selling price for product sales overseas increased to RMB911.3, RMB919.1 and RMB1,089.3 in 2024 and in the three months ended March 31, 2024 and 2025 respectively, reflecting fluctuations in pricing as a result of adjustments in demand from certain key customers during this period.

Meanwhile, our sales volume overseas increased significantly from 7.5 thousand units in 2022 to 80.9 thousand units in 2023, and decreased to 57.0 thousand units in 2024, primarily due to our successful market expansion efforts. In the three months ended March 31, 2024 and 2025, the sales volume of our products sold overseas was 23.8 thousand units and 28.4 thousand units, respectively, mainly due to increase in demand from overseas customers.

Provision of services

Our average selling price for the provision of services overseas was RMB1,796.7 in 2024 and RMB3,172.9 and RMB1,826.3 in three months ended March 31, 2024 and 2025, reflecting the higher pricing in overseas market as compared to domestic market. In the three months ended March 31, 2024, we were in the early stages of launching overseas installation services, and the sales prices negotiated with distributors were relatively high. Later, as the volume of overseas business increased, sales prices were adjusted downward. Nonetheless, we also faced increased competition in international markets. During this period, the sales volume of services sold overseas reached 10.5 thousand units, marking our successful entry into the global market.

  • 390 -

FINANCIAL INFORMATION

Revenue by sales channel

Our sales and distribution channels consist of direct sales and sales through distributors. Our provision of services is all delivered directly to users. Our sales of products include both direct sales and sales through distributors. The direct sale channels comprise (i) sales to automakers, mainly including automakers and their related customers who were designated or recommended by automakers and enjoy the same price terms as automakers, and (ii) sales to retail customers mainly through online stores we operate on major e-commerce platforms. In addition to direct sale channels, we also sell our products to third-party distributors who purchase and resell our products to end users. The unit prices of our products and services sold depend on a combination of factors, including but not limited to our brand recognition, purchase volume cost of sales and competition. For sales to automakers, they typically have a strong bargaining power because of their substantial purchase amounts and industry position. This combined with the fact that the sale prices to automakers are generally set through a bidding process, makes our pricing for automakers more susceptible to competition.

The following table sets forth a breakdown of our revenue by sales channel in the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
By sales channel
Sales of products 407,434 58.5 320,943 47.8 304,537 51.3 76,365 49.0 145,521 67.0
Direct sales 362,280 52.0 262,866 39.2 252,903 42.6 65,928 42.3 97,970 45.1
Sales to automakers 308,630 44.3 210,015 31.3 177,679 29.9 52,451 33.7 61,579 28.4
Retail sales 53,650 7.7 52,851 7.9 75,224 12.7 13,477 8.6 36,391 16.7
Sales through distributors 45,154 6.5 58,077 8.6 51,634 8.7 10,437 6.7 47,551 21.9
Provision of services 289,626 41.5 349,790 52.2 288,871 48.7 79,337 51.0 71,581 33.0
Direct sales 282,129 40.4 341,443 50.9 286,505 48.3 78,973 50.8 71,335 32.9
Sales to automakers 261,124 37.4 316,597 47.2 257,988 43.5 71,707 46.1 62,475 28.8
Retail sales 21,005 3.0 24,846 3.7 28,517 4.8 7,266 4.7 8,860 4.1
Sales through distributors 7,497 1.1 8,347 1.3 2,366 0.4 364 0.2 246 0.1
Total 697,060 100.0 670,733 100.0 593,408 100.0 155,702 100.0 217,102 100.0

FINANCIAL INFORMATION

The table below sets forth a breakdown by sales channel of the average selling price and sales volume of sales of smart home EV chargers and installation and after-sales service tasks during the periods indicated.

Year Ended December 31, Three Months Ended March 31, Total Number During the Track Record Period
2022 2023 2024 2024 2025
Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume Average Selling Price Sales Volume
By sales channel
Sales of
products 790.5 484,771 914.4 313,335 808.6 351,112 884.1 80,069 780.3 183,287 823.0 1,332,505
Direct sales 756.4 456,270 901.0 266,192 801.9 294,679 903.4 68,126 780.8 125,135 804.5 1,142,276
Sales to
automakers 711.6 430,808 839.1 243,910 697.9 248,691 845.2 60,660 721.9 84,930 739.9 1,008,339
Retail sales 1,514.5 25,462 1,579.1 22,282 1,364.3 45,988 1,376.7 7,466 905.1 40,205 1,290.8 133,937
Sales through
distributors 1,337.4 28,501 990.3 47,143 843.7 56,433 773.3 11,933 779.3 58,152 934.3 190,229
Provision of
services 1,084.8 257,600 836.5 404,396 598.3 463,018 823.4 92,978 510.2 135,525 764.7 1,260,539
Direct sales 1,092.4 248,966 839.6 392,984 599.7 458,084 829.0 91,934 510.8 134,889 765.6 1,234,923
Sales to
automakers 1,092.0 237,621 832.0 379,846 586.9 435,276 819.5 87,079 476.6 130,897 754.7 1,183,640
Retail sales 1,101.0 11,345 1,060.8 13,138 842.9 22,808 999.8 4,855 1,633.3 3,992 1,017.4 51,283
Sales through
distributors 867.8 8,634 729.2 11,412 475.3 4,934 328.7 1,044 382.7 636 718.4 25,616

Note:
(1) The sales volume and calculation of average selling price of sales of products and provision of services excludes other ancillary products. Therefore, the results of multiplying average selling price and sales volume do not correspond to the total revenue generated during the periods indicated.

Direct Sales to Automakers

Sales of products

Our average selling price for sales of products through direct sales to automakers increased from RMB711.6 in 2022 to RMB839.1 in 2023, primarily due to successful negotiations for higher prices with certain key customers during that period. In mid-2023, amid intensified price competition among Chinese EV automakers, we lost a bid with Customer B, which led to a decline in sales volume. However, we did not face the same level of pricing pressure from Customer B in 2023, and as a result, the average selling price of our EV chargers increased during the year. It followed with a decrease to RMB697.9 in 2024. In the three months ended March 31, 2024 and 2025, the average selling price for sales of products through direct sales to automakers decreased from RMB845.2 to RMB721.9, attributed to price reduction pressures from the market, which we accepted to maintain our competitive position.


FINANCIAL INFORMATION

The sales volume of products through direct sales to automakers decreased from 430.8 thousand units in 2022 to 243.9 thousand units in 2023, as automaker customers adjusted their procurement targets due to pricing pressures and strategic considerations. It followed with an increase to 248.7 thousand units in 2024. Specifically, one of our major customers lowered its procurement target price of EV chargers below our expectations, resulting in our inability to secure the bid; however, we subsequently secured a new bid with such customer in July 2024, supported by our focus on R&D to develop lower-cost, reliable products, demonstrating our adaptability to evolving market conditions. In the three months ended March 31, 2024 and 2025, the sales volume was 60.7 thousand units and 84.9 thousand units, respectively. The increase is driven by our efforts in enhancing value through competitive pricing and increased sales volumes, which enabled us to capture more market demand, and our continued partnership with key automaker customers.

  • Provision of services

Our average selling price of services through direct sales to automakers decreased from RMB1,092.0 in 2022 to RMB832.0 in 2023, and further decreased to RMB586.9 in 2024. In the three months ended March 31, 2024 and 2025, the average selling price for the provision of services through direct sales decreased from RMB819.5 to RMB476.6. Such decline was mainly due to price reduction pressures from the market, which we accepted to maintain our competitive position.

The sales volume of services through direct sales to automakers increased from 237.6 thousand units in 2022 to 379.8 thousand units in 2023, and further increased to 435.3 thousand units in 2024. In the three months ended March 31, 2024 and 2025, the sales volume for our services was 87.1 thousand units and 130.9 thousand units, respectively. The continuous growth is primarily because the number of products sold increased during the same period, resulting in increased utilization of our installation services.

Retail Sales

  • Sales of products

Our average selling price of products through retail sales increased from RMB1,514.5 in 2022 to RMB1,579.1 in 2023, primarily driven by our ability to capture the emerging e-commerce market, where competition was initially less intense, allowing us to achieve relatively higher pricing in the early stages of market development. It decreased to RMB1,364.3 in 2024 due to the intense competition on e-commerce platforms. In the three months ended March 31, 2024 and 2025, the average selling price for sales of products through retail sales significantly decreased from RMB1,376.7 to RMB905.1, primarily due to intense competition on e-commerce platforms, where pricing was adjusted to increase sales volume and capture a larger market share through promotional activities.

  • 393 -

FINANCIAL INFORMATION

The sales volume of products through retail sales decreased from 25.5 thousand units in 2022 to 22.3 thousand units in 2023 due to fluctuations in offline retail sales of accessories to installation service providers for their installation and maintenance services, driven by their specific needs and inventory levels which are largely beyond our control, online retail sales through the e-commerce market continued to grow during this period. It increased to 46.0 thousand units in 2024 due to our continued business growth in retail sales. In the three months ended March 31, 2024 and 2025, the sales volume was 7.5 thousand units and 40.2 thousand units, respectively, primarily driven by our effective marketing strategies to expand our retail sales.

  • Provision of services

Our average selling price of services through retail sales decreased from RMB1,101.0 in 2022 to RMB1,060.8 in 2023, and further decreased to RMB842.9 in 2024. In the three months ended March 31, 2024 and 2025, the average selling price for the provision of services through retail sales increased from RMB999.8 to RMB1,633.3. Such an increase was primarily due to continued business growth in retail sales.

The sales volume of services through retail sales increased from 11.3 thousand units in 2022 to 13.1 thousand units in 2023, and further increased to 22.8 thousand units in 2024. In the three months ended March 31, 2024 and 2025, the sales volume was 4.9 thousand units and 4.0 thousand units, respectively, primarily due to our continued business growth in retail sales while we also faced intense competition on e-commerce platforms.

Sales through Distributors

  • Sales of products

Our average selling price of products through distributors decreased from RMB1,337.4 in 2022 to RMB990.3 in 2023, and further decreased to RMB843.7 in 2024. In the three months ended March 31, 2024 and 2025, the average selling price for sales of products through distributors increased from RMB773.3 to RMB779.3. The fluctuation of average selling price for sales of products through distributors aligns with the overall price reduction due to pressures from the market, which we accepted to maintain our competitive position, yet we experience less pricing pressure through our distribution channel.

The sales volume of products through distributors increased significantly from 28.5 thousand units in 2022 to 47.1 thousand units in 2023, and further increased to 56.4 thousand units in 2024. In the three months ended March 31, 2024 and 2025, the sales volume was 11.9 thousand units and 58.2 thousand units, respectively. Such increase was primarily due to our continued expansion of distributorship network and our continued business growth in sales through distributors.

  • 394 -

FINANCIAL INFORMATION

  • Provision of services

Our average selling price of services through distributors decreased from RMB867.8 in 2022 to RMB729.2 in 2023, and further decreased to RMB475.3 in 2024. The decrease of average selling price for sales of products through distributors aligns with the overall price reduction due to pressures from the market, which we accepted to maintain our competitive position. In the three months ended March 31, 2024 and 2025, the average selling price for the provision of services through distributors increased from RMB328.7 to RMB382.7.

The sales volume of services through distributors increased from 8.6 thousand units in 2022 to 11.4 thousand units in 2023, primarily due to our continued expansion of distributorship network and our continued business growth in sales through distributors. It decreased to 4.9 thousand units in 2024. In the three months ended March 31, 2024 and 2025, the sales volume was 1.0 thousand units and 636 units, respectively. Such decrease was primarily due to intensified market competition, resulting in a slowdown in market growth and a decline in distributors' sales performance.

Cost of Sales

Our cost of sales primarily consists of outsourced installation cost, raw material, warranty expenses, freight expenses, direct labor cost, depreciation and amortization expenses, and others. In 2022, 2023 and 2024, our cost of sales was RMB555.0 million, RMB533.2 million and RMB504.8 million respectively, representing 79.6%, 79.5% and 85.1% of our revenue in the same periods, respectively. In three months ended March 31, 2024 and 2025, our cost of sales was RMB120.4 million and RMB181.3 million, respectively, representing 77.3% and 83.5% of our revenue in the same periods, respectively.

The following table sets forth a breakdown of our cost of sales by offering category, in absolute amounts and percentages, in the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
Cost of sales
Sales of products 322,552 58.1 256,036 48.0 243,745 48.3 57,919 48.1 114,138 62.9
Provision of services 232,434 41.9 277,163 52.0 261,088 51.7 62,444 51.9 67,180 37.1
Total 554,986 100.0 533,199 100.0 504,833 100.0 120,363 100.0 181,318 100.0

FINANCIAL INFORMATION

The following table sets forth a breakdown of our cost of sales by nature, in absolute amounts and percentages, in the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
Cost of sales
Outsourced installation cost 220,853 39.8 268,858 50.4 247,857 49.1 61,306 50.9 63,536 35.0
Raw material 265,464 47.8 203,995 38.3 207,813 41.1 43,024 35.8 103,865 57.2
Warranty expenses 25,994 4.7 17,948 3.4 18,637 3.7 3,916 3.3 6,483 3.6
Freight expenses 13,026 2.3 10,544 2.0 6,632 1.3 2,192 1.8 2,872 1.6
Direct labor cost 9,772 1.8 8,662 1.6 8,002 1.6 2,096 1.7 1,915 1.1
Depreciation and amortization expenses 5,310 1.0 5,497 1.0 8,469 1.7 2,410 2.0 2,489 1.4
Others 14,567 2.6 17,695 3.3 7,423 1.5 5,419 4.5 158 0.1
Total 554,986 100.0 533,199 100.0 504,833 100.0 120,363 100.0 181,318 100.0

Gross Profit and Gross Profit Margin

In 2022, 2023 and 2024, our gross profit was RMB142.1 million, RMB137.5 million and RMB88.6 million respectively. Our gross profit margin in the same periods reached 20.4%, 20.5% and 14.9% respectively. In the three months ended March 31, 2024 and 2025, our gross profit was RMB35.3 million and RMB35.8 million, respectively, and our gross profit margin reached 22.7% and 16.5% in the same periods.

Our gross profit and gross profit margin by offering categories are primarily driven by the unit price we set for our products and services, the number of products and services sold as well as the associated cost of sales incurred. The following table sets forth a breakdown of our gross profit and gross profit margin by offering category in the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
Sales of products 84,882 20.8 64,907 20.2 60,792 20.0 18,446 24.2 31,384 21.6
Provision of services 57,192 19.7 72,627 20.8 27,783 9.6 16,893 21.3 4,400 6.1
Total 142,074 20.4 137,534 20.5 88,575 14.9 35,339 22.7 35,784 16.5

FINANCIAL INFORMATION

Sales and Marketing Expenses

Our sales and marketing expenses consist of (i) employee benefit expenses, (ii) marketing and advertisement expenses, (iii) customer support expenses in relation to our installation and after-sales services, (iv) office and rental expenses, (v) travel expenses, (vi) business development expenses in connection with sales and marketing activities, and (vii) others. In 2022, 2023 and 2024, our sales and marketing expenses were RMB67.6 million, RMB90.5 million and RMB114.7 million respectively, representing 9.7%, 13.5% and 19.3% of our revenue in the same periods, respectively. In the three months ended March 31, 2024 and 2025, our sales and marketing expenses were RMB23.4 million and RMB20.7 million, respectively, representing 15.0% and 9.5% of our revenue in the same periods, respectively. The following table sets forth a breakdown of our sales and marketing expenses by nature, in absolute amounts and percentages, in the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
Sales and marketing expenses
Employee benefit expenses 35,159 52.0 42,124 46.6 44,393 38.7 11,000 46.9 9,773 47.2
Marketing and advertisement expenses 14,298 21.1 24,580 27.2 27,194 23.7 4,887 20.9 2,972 14.4
Customer support expenses 11,337 16.8 13,040 14.4 23,595 20.6 3,321 14.2 5,582 27.0
Office and rental expenses 2,347 3.5 3,636 4.0 2,177 1.9 739 3.2 178 0.9
Travel expenses 1,138 1.7 2,271 2.5 2,191 1.9 261 1.1 217 1.0
Business development expenses 1,383 2.0 1,914 2.1 6,890 6.0 1,619 6.9 739 3.6
Others 1,953 2.9 2,897 3.2 8,215 7.2 1,605 6.8 1,226 5.9
Total 67,615 100.0 90,462 100.0 114,655 100.0 23,432 100.0 20,687 100.0

FINANCIAL INFORMATION

General and Administrative Expenses

Our general and administrative expenses consist of (i) employee benefit expenses, (ii) depreciation and amortization expenses, (iii) professional service fees in relation to various operational needs, such as legal, financial, accounting, human resources, and consulting services, (iv) office and rental expenses, (v) business development expenses in connection with our general and administrative activities, (vi) travel expenses, and (vii) others. In 2022, 2023 and 2024, our general and administrative expenses were RMB53.7 million, RMB73.7 million and RMB103.9 million respectively, representing 7.7%, 11.0% and 17.5% of our revenue in the same periods. In the three months ended March 31, 2024 and 2025, our general and administrative expenses were RMB29.9 million and RMB15.9 million, respectively, representing 19.2% and 7.3% of our revenue in the same periods, respectively. The following table sets forth a breakdown of our general and administrative expenses by nature, in absolute amounts and percentages, in the periods indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages) (unaudited)
General and administrative expenses
Employee benefit expenses 28,967 53.9 36,432 49.5 38,637 37.2 8,612 28.8 8,759 55.0
Depreciation and amortization expenses 6,811 12.7 9,932 13.5 10,794 10.4 3,625 12.1 2,478 15.6
Professional service fees 8,514 15.9 8,175 11.1 3,452 3.3 1,501 5.0 1,456 9.1
Office and rental expenses 5,133 9.6 5,377 7.3 7,113 6.8 114 0.4 1,323 8.3
Business development expenses 2,082 3.9 3,378 4.6 6,705 6.5 - - - -
Travel expenses 510 0.9 2,348 3.2 4,018 3.9 806 2.7 411 2.6
Listing expenses - - 5,372 7.3 21,484 20.6 14,151 47.4 1,270 8.0
Others 1,678 3.1 2,643 3.5 11,733 11.3 1,088 3.6 226 1.4
Total 53,695 100.0 73,657 100.0 103,936 100.0 29,897 100.0 15,923 100.0

Research and Development Expenses

Research and development expenses represent (i) employee benefit expenses, (ii) product testing expense, and (iii) others. In 2022, 2023 and 2024, our research and development expenses were RMB34.1 million, RMB41.1 million and RMB55.6 million, representing 4.9%, 6.1% and 9.4% of our revenue in the same periods, respectively. In the three months ended March 31, 2024 and 2025, our research and development expenses were RMB11.8 million and RMB13.6 million, respectively, representing 7.6% and 6.3% of our revenue in the same periods, respectively. The following table sets forth a breakdown of our research and development expenses by nature, in absolute amounts and percentages, in the periods indicated.


FINANCIAL INFORMATION

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages)
(unaudited)
Research and development expenses
Employee benefit expenses 25,983 76.2 32,015 77.9 43,307 77.9 9,567 81.3 11,887 87.4
Product testing expense 6,815 20.0 7,957 19.4 10,151 18.3 1,708 14.5 1,207 8.9
Others 1,301 3.8 1,130 2.7 2,119 3.8 500 4.2 500 3.7
Total 34,099 100.0 41,102 100.0 55,577 100.0 11,775 100.0 13,594 100.0

Net Impairment (Losses)/Reversal on Financial Assets

Net impairment (losses)/reversal on financial assets consist of impairment losses recognized, net of reversal, on (i) trade and notes receivables, and (ii) other receivables and other non-current assets. We recorded net impairment losses on financial assets of RMB6.7 million in 2022, net impairment reversal on financial assets of RMB0.2 million in 2023 and net impairment loss on financial assets of RMB38.5 million in 2024. We recorded net impairment reversal on financial assets of RMB1.9 million and net impairment losses on financial assets of RMB0.2 million in the three months ended March 31, 2024 and 2025, respectively.

Finance Costs

Finance costs consist of (i) interest expense on lease liabilities, (ii) interest expenses on financial instruments with preferred rights at amortized cost, and (iii) interest expense on borrowings. Our finance costs amounted to RMB14.3 million, RMB10.1 million, RMB14.0 million, RMB3.1 million and RMB3.9 million in 2022, 2023, 2024, and the three months ended March 31, 2024 and 2025, respectively.

TAXATION

PRC

We and our subsidiaries established in the PRC are generally subject to statutory income tax at a rate of 25% in accordance with the relevant PRC income tax laws, subject to preferential tax treatments available to certain qualified enterprises. We and one of our subsidiaries were approved as "high and new technology enterprise" and, accordingly, enjoy a preferential income tax rate of 15% during the Track Record Period. Certain of our subsidiaries in the PRC have been granted certain tax concessions to small scale entities by tax authorities in the PRC whereby the subsidiaries operating in the respective region are entitled to tax concessions.


FINANCIAL INFORMATION

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with a “de facto management body” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. In April 2009, the SAT, issued a circular, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners like us, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

We believe none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, if the PRC tax authorities determine that any of our subsidiaries outside of China is a PRC resident enterprise for PRC enterprise income tax purposes, then such subsidiary could be subject to PRC tax at a rate of 25% on the subsidiary’s worldwide income. In addition, such subsidiaries will also be subject to PRC enterprise income tax reporting obligations. For details, see “Risk Factors — Risks Related to Doing Business in the Country where We Mainly Operate in — Our operations are subject to and may be affected by changes in PRC tax laws and regulations.”

Singapore

Our subsidiaries in Singapore are subject to Singapore corporate income tax, which is calculated based on the applicable tax rate of 17% on the assessable profits of the subsidiaries in accordance with Singapore tax laws and regulations during the Track Record Period.

Thailand

Our subsidiaries in Thailand are subject to Thailand corporate income tax, which is calculated based on the applicable tax rate of 20% on the assessable profits of the subsidiaries in accordance with Thailand tax laws and regulations during the Track Record Period.

  • 400 -

FINANCIAL INFORMATION

DISCUSSION OF RESULTS OF OPERATIONS

Three Months Ended March 31, 2025 Compared with Three Months Ended March 31, 2024

Revenue

Our revenue increased from RMB155.7 million in the three months ended March 31, 2024 to RMB217.1 million in the same period in 2025, driven by the increase in the sales of products and provision of value-added services.

  • Sales of products. Our revenue generated from sales of products increased by 90.6% from RMB76.4 million in the three months ended March 31, 2024 to RMB145.5 million in the three months ended March 31, 2025, primarily driven by continued business growth in retail sales and expansion of distributorship network and our continued business growth in sales through distributors for the same period. In the same period, the average selling price of our products decreased by 11.7% from RMB884.1 to RMB780.3, reflecting a decline primarily due to price reduction pressures from the market, which we accepted to maintain our competitive position. Across our geographic markets, the average selling price of our products in China decreased by 16.7% from RMB869.2 in the three months ended March 31, 2024 to RMB723.7 in the three months ended March 31, 2025. On the other hand, the average selling price of our products in overseas market increased by 18.5% from RMB919.1 in the three months ended March 31, 2024 to RMB1,089.3 in the three months ended March 31, 2025, demonstrating the profitability potential in overseas market. Driven by our price strategy and our continued partnership with key customers, the sales volume for our products was 80.1 thousand units and 183.3 thousand units, respectively, in the three months ended March 31, 2024 and 2025, representing an increase of 128.9%.

  • Provision of services. Our revenue generated from provision of services decreased by 9.8% from RMB79.3 million in the three months ended March 31, 2024 to RMB71.6 million in the three months ended March 31, 2025, primarily driven by the decrease in average selling price of installation and after-sales service, which is mainly due to price reduction pressures from the market, which we accepted to maintain our competitive position. In the three months ended March 31, 2025, we fulfilled 135.5 thousand installation and after-sale service tasks, representing an increase of 45.8% as compared to 93.0 thousand in the three months ended March 31, 2024.

Our provision of value-added services is all delivered directly to users. For sales of products, our revenue generated through distributors reached RMB47.6 million in the three months ended March 31, 2025, representing 32.7% of our total revenue from sales of products in the same period, as compared to RMB10.4 million in the three months ended March 31, 2024, representing 13.7% of our total revenue from sales of products in the same period. Our


FINANCIAL INFORMATION

revenue generated from direct sales of products reached RMB98.0 million in the three months ended March 31, 2025, representing 67.3% of our total revenue from sales of products in the same period, as compared to RMB65.9 million in the three months ended March 31, 2024, representing 86.3% of our total revenue from sales of products in the same period. The increase in the proportion of revenue generated from sales of products through distributors compared to that from direct sales was primarily driven by our efforts to introduce innovative business models, diversify our sales channels beyond sales to automakers and support the growth of our distributors, which allowed us to achieve swift expansion within retail markets and increase our potential to improve our overall gross margin profile, sales of products, our revenue generated from retail sales reached RMB36.4 million in the three months ended March 31, 2025, representing 25.0% of our total revenue from sales of products in the same period, as compared to RMB13.5 million in the three months ended March 31, 2024, representing 17.6% of our total revenue from sales of products in the same period. The increase in the proportion of revenue generated from retail sales compared to that from sales to automakers was primarily driven by our successful brand establishment, effective promotional activities, diversified sales channels, and expanded user base, creating potential for future gross profit margin enhancement.

Our revenue generated from overseas markets reached RMB32.1 million in the three months ended March 31, 2025, representing 14.8% of our total revenue in the same period, as compared to RMB25.4 million in the three months ended March 31, 2024, representing 16.3% of our total revenue in the same period. Our revenue generated from China reached RMB185.0 million in the three months ended March 31, 2025, representing 85.2% of our total revenue in the same period, as compared to RMB130.3 million in the three months ended March 31, 2024, representing 83.7% of our total revenue in the same period. The increase in the proportion of overseas revenue compared to revenue generated in China was primarily driven by our investments in expanding international markets, focused initiatives to strengthen our brand presence globally, and the relatively higher gross profit margins achieved in those overseas markets. During the Track Record Period, our overseas revenue was primarily generated from sales to automakers in connection with sales of their EVs to overseas market, which helped us to break into the overseas market and build our brand recognition. Looking ahead, we plan to diversify our revenue streams in overseas markets by virtue of our localized manufacturing capabilities and expanding sales channels via collaboration with local automotive distributors and expanding into retail markets, which we believe has the potential to yield a higher profit margin compared to sales in the PRC.

Cost of sales

Our cost of sales increased by 50.6% from RMB120.4 million in the three months ended March 31, 2024 to RMB181.3 million in the three months ended March 31, 2025.

  • Sales of products. Our cost of sales allocated to sales of products increased to RMB114.1 million in the three months ended March 31, 2025, as compared to RMB57.9 million in the three months ended March 31, 2024. To address market-driven price reduction pressures, we have developed lower-cost products. However,

FINANCIAL INFORMATION

due to the lag between development and sales, we are still selling older inventory at higher costs, delaying the impact of reduced costs in our sales figures. We anticipate that product cost of sales will decrease over time. In addition, we experienced an increase in raw material prices, together with an upward trend in our sales volume.

  • Provision of services. Our cost of sales allocated to provision of services increased by 7.6% from RMB62.4 million in the three months ended March 31, 2024 to RMB67.2 million in the three months ended March 31, 2025, primarily due to an increase in demand while we encounter price reduction pressure.

Gross profit and gross profit margin

Our gross profit increased by 1.3% from RMB35.3 million in the three months ended March 31, 2024 to RMB35.8 million in the three months ended March 31, 2025. Our gross profit margin decreased from 22.7% in the three months ended March 31, 2024 to 16.5% in the three months ended March 31, 2025.

  • Sales of products. Gross profit of sales of products increased from RMB18.4 million in the three months ended March 31, 2024 to RMB31.4 million in the three months ended March 31, 2025. Gross profit margin of sales of products decreased from 24.2% in the three months ended March 31, 2024 to 21.6% in the three months ended March 31, 2025. Such decrease was mainly due to the continued price reduction pressures in the market and the sale of older inventory with higher associated costs, which offset the benefits of recent cost-saving measures and lower-cost product introductions.

  • Provision of services. Gross profit of provision of services decreased from RMB16.9 million in the three months ended March 31, 2024 to RMB4.4 million in the three months ended March 31, 2025. Gross profit margin of provision of services decreased from 21.3% in the three months ended March 31, 2024 to 6.1% in the three months ended March 31, 2025, respectively. Such decrease was primarily due to our need to reduce prices for customers, while installation service providers, despite implementing some price reductions, were unable to lower our cost sufficiently to offset our reduced revenue.

Sales and marketing expenses

Our sales and marketing expenses decreased by 11.7% from RMB23.4 million in the three months ended March 31, 2024 to RMB20.7 million in the three months ended March 31, 2025, mainly attributable to (i) a decrease of RMB1.9 million in marketing and advertisement expenses, primarily due to the implementation of cost optimization measures; (ii) a decrease of RMB1.2 million in employee benefit expenses, primarily due to a reduction in sales personnel and a decrease in travel standards; and (iii) a decrease of business development


FINANCIAL INFORMATION

expenses of RMB0.9 million primarily due to the implementation of our cost-reduction measures. Our customer support expenses increased by RMB2.3 million as we continue to invest in our customer support efforts to increase customer loyalty.

General and administrative expenses

Our administrative expenses decreased by 46.7% from RMB29.9 million in the three months ended March 31, 2024 to RMB15.9 million in the three months ended March 31, 2025, mainly attributable to (i) a decrease of RMB12.9 million in listing expenses; and (ii) a decrease of RMB1.1 million in depreciation and amortization expenses, primarily due to a reduction in our fixed assets. Our office and rental expenses increased by RMB1.2 million as we expanded leased properties.

Research and development expenses

Our research and development expenses increased by 15.4% from RMB11.8 million in the three months ended March 31, 2024 to RMB13.6 million in the three months ended March 31, 2025, mainly attributable to an increase of RMB2.3 million in employee benefit expenses, partially offset by a decrease of RMB0.5 million in product testing expenses primarily due to our investment in attracting and retaining talents for research and development.

Net impairment (losses)/reversal on financial assets

We recorded net impairment reversal on financial assets of RMB1.9 million in the three months ended March 31, 2024 and net impairment losses of RMB0.2 million in the three months ended March 31, 2025, mainly attributable to the improvement in collections.

Other income

Our other income increased by 286.5% from RMB0.8 million in the three months ended March 31, 2024 to RMB3.1 million in the three months ended March 31, 2025. The increase in other income was mainly due to an increase in government grant.

Other gains/(losses) – net

Our other net gains decreased from RMB0.2 million in the three months ended March 31, 2024 to other net losses of RMB0.2 million in the three months ended March 31, 2025, mainly due foreign exchange loss.

Operating loss

As a result of the foregoing, our operating loss decreased from RMB26.9 million in the three months ended March 31, 2024 to RMB11.6 million in the three months ended March 31, 2025.

  • 404 -

FINANCIAL INFORMATION

Finance costs – net

Our net finance costs increased by 36.2% from RMB2.8 million in the three months ended March 31, 2024 to RMB3.8 million in the three months ended March 31, 2025, mainly attributable to an increase of RMB0.8 million in interest expenses on borrowings, due to an increase in interest rate. Our financial income decreased by 77.5% from RMB0.3 million in the three months ended March 31, 2024 to RMB0.1 million in the three months ended March 31, 2025, mainly attributable to the costs incurred from phasing out old equipment.

Income tax credit/(expense)

We had an income tax expense of RMB1.7 million in the three months ended March 31, 2025, as compared to tax expense of RMB1.8 million in the three months ended March 31, 2024.

Loss for the year/period

As a result of the foregoing, we recorded net loss of RMB17.1 million in the three months ended March 31, 2025, as compared to RMB31.5 million in the three months ended March 31, 2024.

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

Revenue

Our revenue decreased by 11.5% from RMB670.7 million in 2023 to RMB593.4 million in 2024, driven by the decrease in the sales of products and provision of value-added services.

  • Sales of products. Our revenue generated from sales of products decreased by 5.1% from RMB320.9 million in 2023 to RMB304.5 million in 2024, primarily driven by the decrease in average selling price of our smart home EV chargers, offset by the increase in sales volume of our products for the same period. In 2024, the average selling price of our products decreased by 11.6% from RMB914.4 to RMB808.6, reflecting a decline primarily due to price reduction pressures from the market, which we accepted to maintain our competitive position. Across our geographic markets, the average selling price of our products in China decreased by 18.9% from RMB972.8 in 2023 to RMB788.7 in 2024. On the other hand, the average selling price of our products in overseas market increased by 22.1% from RMB746.7 in 2023 to RMB911.3 in 2024, demonstrating the profitability potential in overseas market. Driven by our price strategy, expansion to retail markets and overseas markets, and our continued partnership with key customers, the sales volume for our products was 313.3 thousand units and 351.1 thousand units, respectively, in 2023 and 2024, representing an increase of 12.1%.

FINANCIAL INFORMATION

  • Provision of services. Our revenue generated from provision of services decreased by 17.4% from RMB349.8 million in 2023 to RMB288.9 million in 2024, primarily driven by the decrease in average selling price of installation and after-sales service, which is mainly due to price reduction pressures from the market, which we accepted to maintain our competitive position. In 2024, we fulfilled 463.0 thousand installation and after-sale service tasks, representing an increase of 14.5% as compared to 404.4 thousand in 2023.

Our provision of value-added services is substantially all delivered directly to users. For sales of products, our revenue generated through distributors reached RMB51.6 million in 2024, representing 17.0% of our total revenue from sales of products in the same period, as compared to RMB58.1 million in 2023, representing 18.1% of our total revenue from sales of products in the same period. Our revenue generated from direct sales of products reached RMB252.9 million in 2024, representing 83.0% of our total revenue from sales of products in the same period, as compared to RMB262.9 million in 2023, representing 81.9% of our total revenue from sales of products in the same period. We continue to diversify our sales channels beyond sales to automakers and support the growth of our distributors, which allowed us to achieve swift expansion within retail markets and increase our potential to improve our overall gross margin profile. We collaborated with 117 and 185 distributors as of December 31, 2023 and 2024, respectively. In particular, among direct sales of products, our revenue generated from retail sales reached RMB75.2 million in 2024, representing 24.7% of our total revenue from sales of products in the same period, as compared to RMB52.9 million in 2023, representing 16.5% of our total revenue from sales of products in the same period. The increase in the proportion of revenue generated from retail sales compared to that from sales to automakers was primarily driven by our successful brand establishment, diversified sales channels, and expanded user base, creating potential for future gross profit margin enhancement.

Our revenue generated from overseas markets reached RMB71.9 million in 2024, representing 12.1% of our total revenue in the same period, as compared to RMB61.3 million in 2023, representing 9.1% of our total revenue in the same period. Our revenue generated from China reached RMB521.5 million in 2024, representing 87.9% of our total revenue in the same period, as compared to RMB609.4 million in 2023, representing 90.9% of our total revenue in the same period. The increase in the proportion of overseas revenue compared to revenue generated in China was primarily driven by our investments in expanding international markets, seeking collaborations with local partners, focused initiatives to strengthen our brand presence globally, and the relatively higher gross profit margins achieved in those overseas markets. During the Track Record Period, our overseas revenue was primarily generated from sales to automakers in connection with sales of their EVs to overseas market, which helped us to break into the overseas market and build our brand recognition. Looking ahead, we plan to diversify our revenue streams in overseas markets by virtue of our localized manufacturing capabilities and expanding sales channels, which we believe has the potential to yield a higher profit margin compared to sales in the PRC.

  • 406 -

FINANCIAL INFORMATION

Cost of sales

Our cost of sales decreased by 5.3% from RMB533.2 million in 2023 to RMB504.8 million in 2024.

  • Sales of products. Our cost of sales allocated to sales of products remains relatively stable at RMB243.7 million in 2024, as compared to RMB256.0 million in 2023. To address market-driven price reduction pressures, we have developed lower-cost products. However, due to the lag between development and sales, we are still selling older inventory at higher costs, delaying the impact of reduced costs in our sales figures. We anticipate that product cost of sales will decrease over time.
  • Provision of services. Our cost of sales allocated to provision of services decreased by 5.8% from RMB277.2 million in 2023 to RMB261.1 million in 2024, as we experience price reduction pressure for the provision of services.

In addition, from the perspective of breakdown by nature, the decrease of our cost of sales was mainly attributable to a decrease of RMB21.0 million in outsourced installation cost and a decrease of RMB10.3 million in others, primarily driven by the decreased volume of installation and after-sales services provided.

Gross profit and gross profit margin

As a result of the foregoing, our gross profit decreased by 35.6% from RMB137.5 million in 2023 to RMB88.6 million in 2024. Our gross profit margin decreased from 20.5% in 2023 to 14.9% in 2024.

  • Sales of products. Gross profit of sales of products decreased from RMB64.9 million in 2023 to RMB60.8 million in 2024. Gross profit margin of sales of products decreased from 20.2% in 2023 to 20.0% in 2024. Such decrease was mainly due to continued price reduction pressures in the market and the sale of older inventory with higher associated costs, which offset the benefits of recent cost-saving measures and lower-cost product introductions.
  • Provision of services. Gross profit of provision of services decreased from RMB72.6 million in 2023 to RMB27.8 million in 2024. Gross profit margin of provision of services decreased from 20.8% in 2023 to 9.6% in 2024, respectively. Such decrease was primarily due to our need to reduce prices for customers, while installation service providers, despite implementing some price reductions, were unable to lower our cost sufficiently to offset our reduced revenue.

  • 407 -


FINANCIAL INFORMATION

Sales and marketing expenses

Our sales and marketing expenses increased by 26.7% from RMB90.5 million in 2023 to RMB114.7 million in 2024, mainly attributable to (i) a significant increase of RMB10.6 million in customer support expenses, as we continue to invest in improving our customer support to cultivate customer loyalty; (ii) an increase of RMB2.6 million in marketing and advertising expenses as we expand and diversify our sales channels; and (iii) an increase of RMB5.0 million in business development expenses, primarily due to our increased expenses incurred for recruiting and training our overseas sales personnel.

General and administrative expenses

Our administrative expenses increased by 41.1% from RMB73.7 million in 2023 to RMB103.9 million in 2024, mainly attributable to (i) an increase of RMB16.1 million in listing expenses; (ii) an increase of RMB3.3 million in business development expenses, primarily for executing our business expansion strategies; and (iii) an increase of RMB2.2 million in employee benefit expenses; partially offset by a decrease of RMB4.7 million in professional services fees due to a reduction in fees associated with advisory services for our overseas business expansion.

Research and development expenses

Our research and development expenses increased by 35.2% from RMB41.1 million in 2023 to RMB55.6 million in 2024, mainly attributable to (i) an increase of RMB11.3 million in employee benefit expenses, primarily due to increased compensation expenses for attracting and retaining R&D talents; and (ii) a increase of RMB2.2 million in product testing expenses, primarily due to an increase in costs associated with developing new products.

Net impairment (losses)/reversal on financial assets

We recorded net impairment reversal on financial assets of RMB0.2 million in 2023 and net impairment loss of RMB38.5 million in 2024, mainly attributable to a default by a single customer, resulting in noncollectable accounts receivable.

Other income

Our other income decreased by 9.3% from RMB6.7 million in 2023 to RMB6.1 million in 2024. The decrease in other income was mainly due to fluctuations the amount of government grants.

Other gains/(losses) – net

Our other net losses increased from RMB0.4 million in 2023 to other net losses of RMB1.0 million in 2024, mainly due to a decrease of RMB0.3 million in the net fair value gains on financial assets at FVPL.

  • 408 -

FINANCIAL INFORMATION

Operating loss

As a result of the foregoing, our operating loss increased from RMB61.2 million in 2023 to RMB218.9 million in 2024.

Finance costs – net

Our net finance costs increased by 61.0% from RMB8.1 million in 2023 to RMB13.0 million in 2024, mainly attributable to an increase of RMB4.0 million in interest expenses on borrowings, due to an increase in interest rate. Our finance income decreased by 48.7% from RMB2.0 million in 2023 to RMB1.1 million in 2024, mainly attributable to a net decrease in cash and cash equivalents of RMB53.7 million in 2024.

Income tax credit/(expense)

We had an income tax expense of RMB4.0 million in 2024, as compared to tax credit of RMB11.1 million in 2023.

Loss for the year/period

As a result of the foregoing, we recorded net loss of RMB235.9 million in 2024, as compared to RMB58.1 million in 2023.

Year Ended December 31, 2023 Compared with Year Ended December 31, 2022

Revenue

Our revenue decreased by 3.8% from RMB697.1 million in 2022 to RMB670.7 million in 2023, driven by the decrease in the sales of products and offset by the increase in the provision of services.

  • Sales of products. Our revenue generated from sales of products decreased by 21.2% from RMB407.4 million in 2022 to RMB320.9 million in 2023, primarily driven by the decrease in sales volume of our smart home EV chargers to automakers in China. In 2023, we sold 232.5 thousand smart home EV chargers in China, representing a decrease of 51.3% as compared to 477.3 thousand smart home EV chargers sold in China in 2022. Such decrease was primarily driven by reduced sales to automakers, primarily due to their strategic adjustments and pricing considerations, which indirectly impacted our pricing and order volumes. Specifically, one of our major customers set a procurement target price for EV chargers below our expectations, resulting in our inability to secure the bid at that time. Nonetheless, we secured a new contract with this customer in July 2024, supported by our focus on R&D to develop lower-cost, reliable products, demonstrating our adaptability to evolving market conditions. In addition, we continued to diversify our sales channel in China to retail customers and distributors to partially offset such negative impact. On the

FINANCIAL INFORMATION

other hand, our expansion into the overseas market achieved an initial success, as evidenced by the increase in sales volume of our smart home EV chargers. In 2023, we sold 80.9 thousand smart home EV chargers in overseas markets, representing an increase of 978.6% as compared to 7.5 thousand smart home EV chargers sold in overseas markets in 2022.

  • Provision of services. Our revenue generated from provision of services increased by 20.8% from RMB289.6 million in 2022 to RMB349.8 million in 2023, primarily driven by the increase in sales volume of installation and after-sales service, which increased along with the increased sales of our smart home EV chargers to most of our customers and the increased acceptance and adoption of EVs. In 2023, we fulfilled 404.4 thousand installation and after-sale service tasks, representing an increase of 57.0% as compared to 257.6 thousand in 2022.

Our provision of services is all delivered directly to users. For sales of products, our revenue generated through distributors reached RMB58.1 million in 2023, representing 18.1% of our total revenue from sales of products in the same period, as compared to RMB45.2 million in 2022, representing 11.1% of our total revenue from sales of products in the same period. Our revenue generated from direct sales of products reached RMB262.9 million in 2023, representing 81.9% of our total revenue from sales of products in the same period, as compared to RMB362.3 million in 2022, representing 88.9% of our total revenue from sales of products in the same period. The increase in the proportion of revenue generated from sales of products through distributors compared to that from direct sales was primarily driven by our efforts to diversify our sales channels beyond sales to automakers, which allowed us to achieve swift expansion within retail markets and increase our potential to improve our overall gross margin profile. We collaborated with 51 and 117 distributors as of December 31, 2022 and 2023, respectively. In particular, among direct sales of products, our revenue generated from retail sales reached RMB52.9 million in 2023, representing 16.5% of our total revenue from sales of products in the same period, as compared to RMB53.6 million in 2022, representing 13.2% of our total revenue from sales of products in the same period. The increase in the proportion of revenue generated from retail sales compared to that from sales to automakers was primarily driven by our successful brand establishment, diversified sales channels, and expanded user base, creating potential for future gross profit margin enhancement.

Our revenue generated from overseas markets reached RMB61.3 million in 2023, representing 9.1% of our total revenue in the same period, as compared to RMB12.9 million in 2022, representing 1.9% of our total revenue in the same period. Our revenue generated from China reached RMB609.4 million in 2023, representing 90.9% of our total revenue in the same period, as compared to RMB684.1 million in 2022, representing 98.1% of our total revenue in the same period. The increase in the proportion of overseas revenue compared to revenue generated in China was primarily driven by our successful investments in product development to meet internal standards of smart home EV chargers. During the Track Record Period, our overseas revenue was primarily generated from sales to automakers in connection with sales of their EVs to overseas market, which helped us to break into the overseas market and build

  • 410 -

FINANCIAL INFORMATION

our brand recognition. Looking ahead, we plan to diversify our revenue streams in overseas markets by virtue of our localized manufacturing capabilities and expanding sales channels, which we believe has the potential to yield a higher profit margin compared to sales in the PRC.

Cost of sales

Our cost of sales decreased by 3.9% from RMB555.0 million in 2022 to RMB533.2 million in 2023, primarily driven by the decrease in sales volume of the sales of products.

  • Sales of products. Our cost of sales allocated to sales of products decreased by 20.6% from RMB322.6 million in 2022 to RMB256.0 million in 2023, primarily driven by the decrease in sales volume of our EV chargers, primarily attributable to one of our major customers reduced its demand for supplies from us in 2023 due to its own strategic considerations.
  • Services sales. Our cost of sales allocated to services sales increased by 19.2% from RMB232.4 million in 2022 to RMB277.2 million in 2023, primarily driven by the increase in sales volume of installation and after-sales service in line with our business growth.

In addition, from the perspective of breakdown by nature, the decrease of our cost of sales was mainly attributable to (i) a decrease of RMB61.5 million in raw material cost, primarily driven by the decrease in sales volume of our EV chargers; and (ii) a decrease of RMB8.0 million in warranty expenses, primarily driven by the decrease in sales volume of our EV chargers, partially offset by an increase of RMB48.0 million in outsourced installation cost, primarily due to the increase in sales volume of installation and after-sales service.

Gross profit and gross profit margin

As a result of the foregoing, our gross profit decreased by 3.2% from RMB142.1 million in 2022 to RMB137.5 million in 2023. Our gross profit margin remained relatively stable at 20.4% and 20.5% in 2022 and 2023, respectively.

  • Sales of products. Gross profit of sales of products decreased from RMB84.9 million in 2022 to RMB64.9 million in 2023, primarily due to the decrease in sales volume of our EV chargers, primarily attributable to one of our major customers reduced its demand for supplies from us in 2023 due to its own strategic considerations. Gross profit margin of sales of products remained relatively stable at 20.8% and 20.2% in 2022 and 2023, respectively.
  • Provision of services. Gross profit of provision of services increased from RMB57.2 million in 2022 to RMB72.6 million in 2023, primarily due to the increase in sales volume of installation and after-sales service due to our business growth. Gross profit margin of provision of services increased from 19.7% in 2022 to 20.8% in 2023, primarily benefit from economies of scope.

  • 411 -


FINANCIAL INFORMATION

Sales and marketing expenses

Our sales and marketing expenses increased by 33.8% from RMB67.6 million in 2022 to RMB90.5 million in 2023, mainly attributable to (i) an increase of RMB10.3 million in marketing and advertisement expenses, primarily due to our efforts in marketing and advertising activities, especially for online sales through e-commerce platforms; (ii) an increase of RMB7.0 million in employee benefit expenses, primarily due to the increase in our team size to support our continued growth, especially the increase in the team to support expansion into overseas markets; and (iii) an increase of RMB1.7 million in customer support expenses in connection with our installation and after-sales services, primarily due to the growing demand for services from online sales through e-commerce platforms.

General and administrative expenses

Our administrative expenses increased by 37.2% from RMB53.7 million in 2022 to RMB73.7 million in 2023, mainly attributable to (i) an increase of RMB7.5 million in employee benefit expenses, primarily due to the increase in our team size to support our continued growth; and (ii) the listing expenses of RMB5.4 million in 2023 in relation to the Global Offering.

Research and development expenses

Our research and development expenses increased by 20.5% from RMB34.1 million in 2022 to RMB41.1 million in 2023, mainly attributable to an increase of RMB6.0 million in employee benefit expenses, primarily due to the increase in our team size to support our continued growth.

Net impairment (losses)/reversal on financial assets

We recorded net impairment losses on financial assets of RMB6.7 million in 2022 and net impairment reversal of RMB0.2 million in 2023, mainly attributable to the recovery of trade receivables exceeding the impairment recorded during the relevant period.

Other income

Our other income increased by 113.1% from RMB3.2 million in 2022 to RMB6.7 million in 2023. The increase in other income was mainly due to the fluctuation in the governmental subsidies we received during the relevant period due to applicable policies.

Other gains — net

We recorded other net losses of RMB0.4 million as compared to other net gains of RMB0.8 million in 2022, mainly due to penalties or damages paid to automakers for minor breach on our part.

Operating loss

As a result of the foregoing, our operating loss increased by 279.3% from RMB16.1 million in 2022 to RMB61.2 million in 2023.

  • 412 -

FINANCIAL INFORMATION

Finance costs, net

Our net finance costs decreased by 37.7% from RMB12.9 million in 2022 to RMB8.1 million in 2023, mainly attributable to a decrease of RMB6.2 million in interest expenses on financial instruments with preferred rights at amortized cost, due to the extinguishment of such financial instruments. Our finance costs were partially offset by financial income, which increased by 44.7% from RMB1.4 million in 2022 to RMB2.0 million in 2023, mainly attributable to the increase in the balance of bank deposits.

Income tax credit

We had an income tax credit of RMB11.1 million in 2023, as compared to RMB3.9 million in 2022.

Loss for the year/period

As a result of the foregoing, we recorded net loss of RMB58.1 million in 2023, as compared to RMB25.1 million in 2022.

DISCUSSION OF SELECTED ITEMS FROM THE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

The table below sets forth selected information from our consolidated statements of financial position as of the dates indicated, which has been extracted from the Accountant's Report included in Appendix I:

As of December 31, As of March 31,
2022 2023 2024 2025
(RMB in thousands)
Non-current assets 79,794 120,081 148,517 152,565
Current assets 909,403 797,582 687,921 796,660
Total assets 989,197 917,663 836,438 949,225
Non-current liabilities 14,046 10,648 13,012 18,900
Current liabilities 651,882 641,772 774,274 878,200
Total liabilities 665,928 652,420 787,286 897,100
Net current assets/(liabilities) 257,521 155,810 (86,353) (81,540)
Net assets 323,269 265,243 49,152 52,125
Equity attributable to owners of the Company 309,911 251,463 45,860 48,861
Non-controlling interests 13,358 13,780 3,292 3,264
Total equity and liabilities 989,197 917,663 836,438 949,225

FINANCIAL INFORMATION

Current Assets and Current Liabilities

The following table sets forth our current assets and current liabilities as of the dates indicated:

As of December 31, As of March 31, As of July 31,
2022 2023 2024 2025 2025
(RMB in thousands)
Current assets (unaudited)
Inventories 138,023 153,154 165,711 179,173 160,672
Trade and notes receivables 516,440 424,912 306,369 393,877 419,843
Other current assets 17,762 22,945 61,765 58,273 65,595
Financial assets at fair value through profit or loss 31,983 1,506 - - -
Financial assets at fair value through other comprehensive income - - 12,126 18,579 23,428
Restricted cash - - 591 591 491
Cash and cash equivalents 205,195 195,065 141,359 146,167 76,188
Total current assets 909,403 797,582 687,921 796,660 746,217
Current liabilities
Trade payables 351,735 296,529 324,921 367,837 367,634
Other payables and accruals 17,101 35,134 28,379 25,500 19,300
Borrowings 253,282 274,311 390,321 450,583 430,209
Lease liabilities 7,286 7,186 7,420 10,054 9,930
Contract liabilities 5,375 10,526 12,829 10,225 9,171
Provisions 13,061 13,912 10,213 12,098 13,484
Current income tax liabilities 4,042 4,174 191 1,903 1,158
Total current liabilities 651,882 641,772 774,274 878,200 850,886
Net current assets/(liabilities) 257,521 155,810 (86,353) (81,540) (104,669)

We recorded net current liabilities of RMB104.7 million as of July 31, 2025, as compared to net current liabilities of RMB81.5 million as of March 31, 2025, primarily due to (i) a decrease in cash and cash equivalents from RMB146.2 million as of March 31, 2025 to RMB76.2 million as of July 31, 2025, primarily due to loan repayment and as revenue increases, the collection of accounts receivable lags behind the settlement of accounts payable, and (ii) an increase in provisions from RMB12.1 million as of March 31, 2025 to RMB13.5 million, primarily because the increase in product sales has led to a higher provision for warranty expenses; partially offset by (i) an increase in trade and notes receivables from RMB393.9 million as of March 31, 2025 to RMB419.8 million as of July 31, 2025, primarily due to the rate of accounts receivable collection lags behind the rate of revenue increase and


FINANCIAL INFORMATION

(ii) an increase in financial assets at fair value through other comprehensive income from RMB18.6 million as of March 31, 2025 to RMB23.4 million as of July 31, 2025 primarily due to the rate of accounts receivable collection lags behind as our revenue grows.

We recorded net current liabilities of RMB81.5 million as of March 31, 2025, as compared to net current liabilities of RMB86.4 million as of December 31, 2024, primarily due to (i) an increase in inventories from RMB165.7 million as of December 31, 2024 and RMB179.2 million as of March 31, 2025, due to the fluctuations in the ordinary course of business, (ii) an increase in trade and notes receivables from RMB306.4 million as of December 31, 2024 to RMB393.9 million as of March 31, 2025, primarily due to increased sales volume, (iii) an increase in financial assets at fair value through other comprehensive income from RMB12.1 million as of December 31, 2024 to RMB18.6 million as of March 31, 2025, primarily due to increase in revenue, (iv) an increase in cash and cash equivalents from RMB141.4 million as of December 31, 2024 to RMB146.2 million as of March 31, 2025, driven by increase in sales; partially offset by (i) an increase in trade payables from RMB324.9 million as of December 31, 2024 to RMB367.8 million as of March 31, 2025, due to the fluctuations in the ordinary course of business and (ii) an increase in borrowings from RMB390.3 million as of December 31, 2024 to RMB450.6 million as of March 31, 2025, primarily due to our adjustment based on operational needs.

We recorded net current liabilities of RMB86.4 million as of December 31, 2024, as compared to net current assets of RMB155.8 million as of December 31, 2023, primarily due to (i) an increase in borrowings from RMB274.3 million as of December 31, 2023 to RMB390.3 million as of December 31, 2024, because of our adjustment based on operational needs, (ii) an increase in trade payables from RMB296.5 million as of December 31, 2023 to RMB324.9 million as of December 31, 2024, primarily due to our preparation in anticipation of larger amount of sales, (iii) an increase in contract liabilities from RMB10.5 million as of December 31, 2023 to RMB12.8 million as of December 31, 2024, primarily due to advance payments for overseas pre-sale where products not yet shipped and (iv) a decrease in cash and cash equivalents from RMB195.1 million as of December 31, 2023 to RMB141.4 million as of December 31, 2024, primarily due to our overseas expansion and accelerated payment turnover to suppliers which has impacted our cash reserves; partially offset by (i) an increase in other current assets from RMB22.9 million as of December 31, 2023 to RMB61.8 million as of December 31, 2024, primarily due to an increase in deposits, (ii) an increase in inventories from RMB153.2 million as of December 31, 2023 to RMB165.7 million as of December 31, 2024, primarily due to our preparation in anticipation of larger amount of sales and (iii) a decrease in trade and notes receivables from RMB424.9 million as of December 31, 2023 to RMB306.4 million as of December 31, 2024, primarily due to a decrease in sales.

Our net current assets decreased from RMB257.5 million as of December 31, 2022 to RMB155.8 million as of December 31, 2023, primarily due to (i) a decrease in trade and notes receivables from RMB516.4 million as of December 31, 2022 to RMB424.9 million as of December 31, 2023, primarily due to our efforts in settlement of outstanding balance with relevant customers, (ii) a decrease in financial assets at fair value through profit or loss from RMB32.0 million as of December 31, 2022 to RMB1.5 million as of December 31, 2023,


FINANCIAL INFORMATION

primarily due to the maturity of the wealth management products; partially offset by (i) a decrease in trade payables from RMB351.7 million as of December 31, 2022 to RMB296.5 million as of December 31, 2023, primarily due to our efforts in settlement of outstanding balance with relevant suppliers; (ii) an increase in borrowings from RMB253.3 million as of December 31, 2022 to RMB274.3 million as of December 31, 2023, primarily due to adjustment based on our operation need; and (iii) an increase in other payables and accruals from RMB17.1 million as of December 31, 2022 to RMB35.1 million as of December 31, 2023, primarily due to our business growth and the increase in the number of our employees, and payables related to long-term assets in relation to an one-off acquisition.

To improve our net current liabilities position, we are prioritizing measures that directly enhance our current assets and drive our revenue growth and profitability. One of our key initiatives is to invest in advanced products with higher gross profit margins, such as EV charging robots. Our EV charging robots, for example, are expected to achieve a gross profit margin exceeding 40% based on secured orders in 2025, compared to approximately 20% for our EV chargers. As these products gain market acceptance, they are expected to make significant contributions to our revenue and overall profitability, further enhancing our net current asset position.

In addition, we also make efforts to diligently monitor and collect outstanding trade receivables as they become due. By strengthening our collection processes and maintaining collaborations with automakers, we are able to accelerate cash inflows and reduce the risk of overdue receivables. During the Track Record Period, the number of automakers we worked with remained steady and slightly increased from 16 for 2022 to 23 for the three months ended March 31, 2025, reflecting our strong industry presence and providing us with a stable customer base. Despite experiencing downward pricing pressure from some EV automakers, we have recently benefited from two major Chinese automakers raising their offering prices for our EV chargers by around 10% in 2025 compared to 2024, which signals a positive industry trend and helps to improve our gross margins and cash inflows.

Furthermore, we are expanding presence in retail and overseas markets. We provide EV chargers directly to customers through various e-commerce platforms such as Amazon, Tmall (天貓), Meituan (美團), Dianping (大眾點評), Douyin (抖音) and Youzan (有贊) and plan to further expand internationally. In 2025, we also introduced new brand ambassadors to further enhance our brand awareness among retail customers. According to Frost & Sullivan, we were one of the top three brands in terms of retail sales of home EV chargers on e-commerce platforms in 2022, 2023 and 2024. The average price based on the total number of products sold during the Track Record Period of retail sales was RMB1,290.8, which was around 74.5% higher than that of automakers at an average of RMB739.9. In addition, as part of our overseas expansion strategy, we expect to increase sales to Chinese automakers in conjunction with their overseas expansion, as well as to further expand our direct sales channels to reach retail customers in overseas market, particularly in Southeast Asia markets. For instance, we have established collaborations with two leading automakers to supply our EV chargers in Thailand, and have partnered with a major local auto dealer to serve the Hong Kong market.

  • 416 -

FINANCIAL INFORMATION

Assets

Inventories

Our inventories consist primarily of (i) finished goods, (ii) raw materials, and (iii) work in progress. The following table sets forth a breakdown of our inventories as of the dates indicated:

As of December 31, As of March 31,
2022 2023 2024 2025
(RMB in thousands)
Inventories
Finished goods 72,069 101,338 103,516 98,436
Raw materials 51,605 48,117 61,066 76,724
Work in progress 18,967 11,055 10,234 10,714
Less: allowance for impairment of inventories (4,618) (7,356) (9,105) (6,701)
Total 138,023 153,154 165,711 179,173

As of December 31, 2022, 2023, 2024, and March 31, 2025, our inventories amounted to RMB138.0 million, RMB153.2 million, RMB165.7 million and RMB179.2 million, respectively. The increase from December 31, 2022 to December 31, 2023 and the increase from December 31, 2023 to December 2024 were primarily due to our preparation in anticipation of larger amount of sales due to our business growth. Our inventories increased from December 31, 2024 to March 31, 2025 due to the fluctuations in the ordinary course of business.

As of December 31, 2022, 2023, 2024, and March 31, 2025, we recorded allowance for impairment of inventories of RMB4.6 million, RMB7.4 million, RMB9.1 million and RMB6.7 million, respectively. Inventories are stated at the lower of cost and net realizable value. The 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. We assess impairment to inventories from time to time during the Track Record Period and may make provision to write down our inventories to the net realizable value if the inventories become expired or damaged, or their prices went down, and their realizable value substantially decreases. We believe sufficient allowance for impairment of inventories has been made.

The following table sets forth our inventory turnover days for the years indicated. Inventory turnover days for a period equals the average of the opening and closing inventories balance divided by cost of sales for the relevant period and multiplied by the number of days in the relevant period.


FINANCIAL INFORMATION

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2025
(days)
Average inventory turnover days(1) 80 104 121 90

Note:
(1) Average inventory turnover days for a period is the arithmetic mean of the beginning and ending balances of inventory for the relevant period divided by cost of sales for the relevant period and multiplied by 365 days for the full-year period and 90 days for the three-month period.

In 2022, 2023, 2024, and the three months ended March 31, 2025, our average inventory turnover days were 80, 104, 121 and 90 days, respectively. The increase in the inventory turnover days from 80 days in 2022 to 104 days in 2023 was primarily attributable to the increased inventory levels, which were raised to accommodate the higher volume of sales expected from secured orders by automaker customers in the first half of 2024. The increase in the inventory turnover days from 104 days in 2023 to 121 days in 2024 was primarily attributable to the increase in the level of inventories compared to cost of sales in anticipation of larger amount of sales due to our overseas business growth while our factory in Thailand was in the early stages of production. The decrease in the inventory turnover days from 121 days in 2024 to 90 days as of March 31, 2025 was primarily attributable to the substantial growth in sales in the three months ended March 31, 2025 led to a reduction in inventory turnover days.

As of December 31, 2022, 2023, 2024, and March 31, 2025, the aging analysis of the inventories is as follows:

As of December 31, As of March 31,
2022 2023 2024 2025
(RMB in thousands)
Within 1 year 137,895 129,507 133,468 164,359
1-2 years 3,934 30,391 27,895 11,633
Over 2 Years 812 612 13,453 9,882
Total 142,641 160,510 174,816 185,874

During the Track Record Period, we did not experience any recoverability issues for inventories.

As of July 31, 2025, RMB99.0 million, or 53.3% of our inventories outstanding as of March 31, 2025, had been subsequently used.


FINANCIAL INFORMATION

Trade and notes receivables

Our trade and notes receivables primarily represent amounts due from customers for goods sold or services performed in the ordinary course of business. The following table sets forth our trade and notes receivables and the provision for impairment as of the dates indicated:

As of December 31, As of March 31,
2022 2023 2024 2025
(RMB in thousands)
Trade and notes receivables
Notes receivables 23,020 32,022 8,817 -
Trade receivables 507,101 405,159 345,329 441,752
Less: provision for impairment (13,681) (12,269) (47,777) (47,875)
Total 516,440 424,912 306,369 393,877

As of December 31, 2022, 2023, 2024, and March 31, 2025, our trade and notes receivables amounted to RMB516.4 million, RMB424.9 million, RMB306.4 million and RMB393.9 million, respectively. As of the same dates, we recorded provision for impairment of RMB13.7 million, RMB12.3 million, RMB47.8 million and RMB47.9 million, respectively, due to our expected recovery loss based on our assessment after considering factors such as the aging analysis and our experience in practice. The decrease of provision for impairment from December 31, 2022 to December 31, 2023 was primarily due to our efforts in settlement of outstanding balance with relevant customers. The increase of provision for impairment from December 31, 2023 to December 31, 2024 was primarily due to a default by a single customer, resulting in noncollectable accounts receivable. The increase of provision for impairment from December 31, 2024 to March 31, 2025 was primarily due to an increase in sales volume.

The following table sets forth trade receivable turnover days in the periods indicated. Trade receivable turnover days for a period equals the average of the opening and closing trade receivables balance divided by cost of sales for the relevant period and multiplied by the number of days in the relevant period.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2025
(days)
Average trade receivable turnover days 194 248 231 163

Note:
(1) Average turnover days of trade receivables for a period equals the arithmetic mean of the beginning and ending balances of trade receivables for the relevant period divided by revenue for that period and multiplied by 365 days for the full-year period and 90 days for the three-month period.


FINANCIAL INFORMATION

In 2022, 2023, 2024, and the three months ended March 31, 2025, our average trade receivable turnover days were 194, 248, 231 and 163 days, respectively. Our average trade receivable turnover days improved to 163 days in the three months ended March 31, 2025 as we strengthened our management of accounts receivable and enhanced our collection efforts, resulting in improved collections during this period. Our automaker customers contributed a substantial portion of our revenue during the Track Record Period, thus their payment practices heavily influenced our trade receivable turnovers. According to Frost & Sullivan, it is an industry norm that automakers typically delay the account reconciliation process until they receive payments from their end customers, which can take up to five months since end customers place EV purchase orders with the automakers, including (i) the period from order placement of EVs to the commencement of production, which takes up to four months, primarily due to automakers' varying production schedules; (ii) the period from commencement of EV production to completion of such production, which takes up to one week; (iii) the period from completion of the EV production to delivery of the EVs to designated locations, which takes up to four weeks; and (iv) the period from delivery of EVs to receipt of payments from end customers, which takes up to one week. Based on automakers' varying production and sales arrangements, they may place orders with us during any of these periods. After receiving orders from the automakers, we are usually able to deliver the products in one to two days, either directly to the automakers or to the end customers as requested by the automakers. After the delivery, once the automakers confirm the delivery and inform us that they are ready for the invoice issuance, we will issue the invoice to the automakers and settle the payment with them. However, in practice, due to automakers' strong negotiating position, they are usually able to delay the payment process until automakers deliver vehicles to their end customers and receive payments from such end customers, which is not due to slow sales of our products and services. According to Frost & Sullivan, and to the Company's best knowledge, such delays are typically not due to slow EV sales by automakers and are a normal part of the EV sales process. Due to automakers' strong negotiating position and their prolonged payment processes, we usually invoice them within 30 to 360 days after delivery, with a credit period ranging from 15 to 90 business days post-invoicing. As of December 31, 2022, 2023 and 2024, and March 31, 2025, the majority of trade and notes receivables were aged within 270 days, which amounted to RMB494.4 million, RMB397.5 million, RMB326.1 million and RMB404.8 million, respectively, representing 93.3%, 90.9%, 92.1% and 91.6% of total trade and notes receivables, respectively. The proportion of trade and notes receivables aging over 270 days was relatively low, which were RMB35.7 million, RMB39.7 million, RMB28.0 million and RMB37.0 million as of December 31, 2022, 2023 and 2024, and March 31, 2025, respectively, representing 6.7%, 9.1%, 7.9% and 8.4% of total trade and notes receivables, respectively. As of the Latest Practicable Date, the amounts of trade and notes receivables aged within and over 270 days were RMB437.7 million and RMB55.1 million, respectively, representing 88.8% and 11.2% of total trade and notes receivables, respectively. The reasons for the trade and notes receivables with aging over 270 days were mainly due to the change of contact person and long invoice approval process of one of our major customers. Specifically, as of December 31, 2022, 2023 and 2024, and March 31, 2025, among the long-aging trade and notes receivables over 270 days, RMB7.4 million, RMB25.6 million, RMB9.2 million and RMB12.4 million was mainly due from an automaker (the "Automaker"), respectively. The underlying reason was that the contact person in the Automaker resigned and

  • 420 -

FINANCIAL INFORMATION

the replacement spent long time to re-process the invoice procedure. As of the Latest Practicable Date, all RMB1.1 million of the long-aging trade and notes receivables due from the Automaker as of March 31, 2025 has been subsequently billed and settled. Given our policy of recognizing trade receivables immediately upon delivery, our turnover days for trade receivables tend to be relatively lengthy. The increase in the trade receivable turnover days during the Track Record Period was primarily attributable to leading automakers' ability to negotiate for longer settlement period before we invoice them and longer credit period in practice due to their substantial purchase amounts and industry influence. Our Directors are of the view that the increase in the trade receivable turnover days does not have material adverse impact on our liquidity and our business in general.

As of December 31, 2022, 2023, 2024, and March 31, 2025, the aging analysis of the trade and notes receivables based on date of revenue recognition is as follows:

As of December 31, As of March 31,
2022 2023 2024 2025
(RMB in thousands)
Within 1 year 508,403 405,079 328,031 415,662
1-2 years 15,675 23,218 12,221 11,668
Over 2 years 6,043 8,884 13,894 14,422
Total 530,121 437,181 354,146 441,752

Throughout the Track Record Period, we have not experienced material recoverability issues for our trade and notes receivables. Going forward, we plan to more actively manage our trade receivables collection and related liquidity conditions through (i) regularly review the aging schedule of receivables to identify and address overdue accounts promptly, (ii) consider using factoring services or invoice financing to improve cash flow, (iii) incentivize our finance and business team based on receivable turnover performance, and (iv) negotiate better payment terms with suppliers to manage our cash flow more effectively which can provide more flexibility in managing receivables.

As of July 31, 2025, RMB214.8 million, or 48.6% of our trade and notes receivables outstanding as of March 31, 2025, had been subsequently settled.

Our overall cash conversion cycle is 96 days, 130 days, 127 days and 81 days as of December 31, 2022, 2023, 2024, and March 31, 2025. Most of our inventory consists of generic items, with specialized materials being minimal and there is no significant risk of impairment. Except for one customer that experienced financial difficulty and is individually provisioned of RMB34.8 million as of December 31, 2024 and RMB34.1 million as of March 31, 2025, our remaining accounts receivable are not subject to significant impairment risk. Provision for inventories is recognised for the amount by which the carrying amount of the inventories exceeds the net recoverable amount, and is recorded in cost of sales in the consolidated

  • 421 -

FINANCIAL INFORMATION

statements of profit or loss. Our turnover days for inventory and trade receivables as well as our overall cash conversion cycle have significantly improved in the three months ended March 31, 2025. We will diligently monitor and collect the outstanding trade receivables as they become due.

Other current assets

Our other current assets consist of (i) other receivables, including deposits, loans to related parties and others, (ii) prepayment, including prepaid expenses and prepayments for materials, and (iii) input VAT to be deducted. As of December 31, 2022, 2023, 2024, and March 31, 2025, our other current assets amounted to RMB17.8 million, RMB22.9 million, RMB61.8 million and RMB58.3 million, respectively. The following table sets forth a breakdown of our other current assets as of the dates indicated:

As of December 31, As of March 31,
2022 2023 2024 2025
(RMB in thousands)
Other current assets
Other receivables
- Deposits 5,796 6,579 7,767 8,785
- Loans to related parties 2,203 - - -
- Others 1,975 1,545 337 1,570
Less: allowance for credit losses (198) (242) (177) (239)
9,776 7,882 7,927 10,116
Prepayment
- Prepaid expenses 2,662 5,070 26,323 28,487
- Prepayments for materials 268 147 5,435 5,923
- Deferred listing expenses - 1,791 8,951 9,375
2,930 7,008 40,709 43,785
Input VAT to be deducted 5,056 8,055 13,129 4,372
Total 17,762 22,945 61,765 58,273

Financial assets at fair value through profit or loss

As of December 31, 2022, 2023, 2024, and March 31, 2025, our financial assets at fair value through profit or loss was RMB32.0 million, RMB1.5 million, nil and nil, respectively. We allocated a portion of our liquid funds to short-term, low-risk bank wealth management products, which yielded returns higher than regular bank deposits. The decrease from 2022 to 2023 was primarily due to the maturity of financial products. These products matured upon


FINANCIAL INFORMATION

expiration, resulting in a decrease to nil after reaching maturity as of December 31, 2024. Since we plan to cease to invest in wealth management products after the Listing, we did not re-invest our funds to wealth management products. Our financial assets at fair value through profit or loss represent our investments in wealth management products, which are deposited in or managed by state-owned or reputable national commercial banks which are high credit-quality financial institutions without significant credit risk. The principal and return of the wealth management products is not guaranteed, hence their contractual cash flows do not qualify for solely payments of principal and interest. Therefore, the wealth management products issued by banks are measured at fair value through profit or loss. For details, see Note 23 to the Accountant's Report included in Appendix I.

We adhere to a prudent investment approach, focusing on wealth management products that align with our risk tolerance and strategic objectives. Our asset allocation decisions consider factors such as risk appetite, investment horizon, and market conditions. We adopt a cautious approach and prioritize wealth management products with relatively low risks. Specifically, we focus on investing in R1-grade bank wealth management products characterized by low risk and high liquidity, which typically offer capital preservation and stable returns. Rigorous due diligence is conducted before any investment, and our risk management framework includes stress testing, scenario analysis, and continuous monitoring of portfolio performance.

Our finance department maintains controls to safeguard investment decisions. Regular reviews, compliance checks, and risk assessments ensure adherence to our investment policies. Our wealth management team comprises seasoned professionals with diverse expertise. They possess in-depth knowledge of investment products, market trends, and risk management strategies. Investments in wealth management products do not require Board approval.

After the Listing, we will cease to invest in wealth management products.

Cash and cash equivalents

As of December 31, 2022, 2023, 2024, and March 31, 2025, our cash and cash equivalents was RMB205.2 million, RMB195.1 million, RMB141.4 million and RMB146.2 million, respectively. The decrease from December 31, 2022 to December 31, 2023 was primarily due to an increase in cash used in operating activities and a decrease in cash generated from financing activities, partially offset by an increase from cash generated from investing activities. The decrease from December 31, 2023 to December 31, 2024 was primarily due to our overseas expansion and accelerated payment turnover to suppliers which has impacted our cash reserves. The increase from December 31, 2024 to March 31, 2025 was primarily due to an increase in sales.

  • 423 -

FINANCIAL INFORMATION

Property, plant and equipment

Our property, plant and equipment consist primarily of (i) machinery and molds, (ii) vehicles, (iii) electronic equipment and others, (iv) leasehold improvements, and (v) construction in progress. As of December 31, 2022, 2023, 2024, and March 31, 2025, our property, plant and equipment was RMB31.0 million, RMB40.3 million, RMB44.5 million and RMB42.8 million, respectively. Such increase was primarily due to construction of new manufacturing facilities and production lines during the Track Record Period.

Intangible assets

Our intangible assets consist primarily of (i) software and (ii) non-patented technology and others. As of December 31, 2022, 2023, 2024, and March 31, 2025, our intangible assets was RMB6.3 million, RMB16.3 million, RMB16.5 million and RMB17.2 million, respectively. Such increase was primarily due to the increase in our intellectual property during the Track Record Period.

Deferred income tax assets

Deferred income tax assets are calculated in full on temporary differences under the liability method using the tax rates at which are expected to be applied at the time of reversal of the temporary differences. The amount of deferred income tax assets is affected by our profitability. As of December 31, 2022, 2023, 2024, and March 31, 2025, our deferred income tax assets amounted to RMB24.0 million, RMB44.3 million, RMB48.3 million and RMB48.8 million, respectively.

Liabilities

Trade payables

Our trade payables represent obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Our trade payables amounted to RMB351.7 million, RMB296.5 million, RMB324.9 million and RMB367.8 million as of December 31, 2022, 2023, 2024, and March 31, 2025, respectively. The decrease from December 31, 2022 to December 31, 2023 was primarily attributable to our efforts in expediting settlement of outstanding balance with relevant suppliers, allowing us to secure more favorable pricing from them and reduce our costs. The increase from 2023 to 2024, and further to March 31, 2025 was primarily due to our preparation in anticipation of larger amount of sales. The credit terms granted to us range from generally 30 days to 120 days after we receive the invoice from our suppliers.

  • 424 -

FINANCIAL INFORMATION

The following table sets forth our trade payable turnover days for the years indicated. Trade payable turnover days for a period equals the average of the opening and closing trade payable balance divided by cost of sales for the relevant period and multiplied by the number of days in the relevant period.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2025
(days)
Average trade payable turnover days(1) 178 222 225 172

Note:
(1) Average turnover days of trade payables for a period equals the arithmetic mean of the beginning and ending balances for trade payables for the relevant period divided by cost of sales for that period and multiplied by 365 days for the full-year period and 90 days for the three-month period.

In 2022, 2023, 2024, and the three months ended March 31, 2025, our average trade payable turnover days were 178, 222, 225 and 172 days, respectively. The increase in the trade payable turnover days from 2022 to 2023 was primarily attributable to the extended credit period granted to us by our suppliers because we have gradually built trusted relationships with them. The decrease in the trade payable turnover days from 2024 to March 31, 2025 was primarily because collections from customers improved, and correspondingly, our payments to suppliers also improved.

As of December 31, 2022, 2023, 2024, and March 31, 2025, the aging analysis of the trade payables based on purchase date is as follows:

As of December 31, As of March 31,
2022 2023 2024 2025
(RMB in thousands)
Within 1 year 346,131 290,279 315,539 338,757
1-2 years 2,384 2,875 3,759 21,166
Over 2 years 3,220 3,375 5,623 7,914
Total 351,735 296,529 324,921 367,837

As of July 31, 2025, RMB192.8 million, or 50.3% of our trade payables outstanding as of March 31, 2025, had been subsequently settled.

  • 425 -

FINANCIAL INFORMATION

Other payables and accruals

Our other payables and accruals consist of (i) salary and welfare payables, (ii) accrued expenses, (iii) tax payables, (iv) deposits and security deposits, (v) payables related to long-term assets and (vi) others.

Our other payables and accruals amounted to RMB17.1 million, RMB35.1 million, RMB28.4 million and RMB25.5 million as of December 31, 2022, 2023, 2024, and March 31, 2025, respectively. The increase from December 31, 2022 to December 31, 2023 was primarily attributable to our business growth and the increase in the number of our employees. Specifically, we recorded payables related to long-term assets of RMB9.9 million as of December 31, 2023, which mainly represented the outstanding payable in relation to an intangible asset acquisition to enhance our technologies. The decrease from December 31, 2023 to December 31, 2024 was because we had deposits that have not been recovered, and the deposit amount has decreased. The decrease from December 31, 2024 to March 31, 2025 was primarily due to the returning of deposit in the ordinary course of business.

The following table sets forth a breakdown of our accruals and other payables as of the dates indicated:

As of December 31, As of March 31,
2022 2023 2024 2025
(RMB in thousands)
Accruals and other payables
Salary and welfare payables 8,603 13,163 12,769 10,398
Accrued expenses 2,498 2,868 6,237 3,947
VAT and other tax payables 4,556 2,456 1,530 2,726
Deposits and security deposits 976 1,356 2,102 1,863
Payables related to long-term assets - 9,935 1,519 1,020
Listing expense payable - 5,336 4,052 5,381
Others 468 20 170 165
Total 17,101 35,134 28,379 25,500

Contract liabilities

Our contract liabilities represent consideration made upfront by our customers and distributors. Our contract liabilities amounted to RMB5.4 million, RMB10.5 million, RMB12.8 million and RMB10.2 million as of December 31, 2022, 2023, 2024, and March 31, 2025, respectively. Such increase from 2022 to 2024 was primarily due to our business growth, especially the increase in online sales where our revenue will be recorded as contract liabilities until the expiration of the unconditional return period of seven days in accordance with the rule of relevant e-commerce platforms. The decrease from December 31, 2024 to March 31, 2025


FINANCIAL INFORMATION

was primarily due to advance payments received where the products yet shipped. As of July 31, 2025, RMB6.8 million, or 66.1% of our contract liabilities as of March 31, 2025, had been subsequently recognized as revenue.

Borrowings

Our borrowings amounted to RMB253.3 million, RMB274.3 million, RMB390.3 million and RMB450.6 million as of December 31, 2022, 2023, 2024, and March 31, 2025, respectively. The amount of our borrowings is adjusted based on our operation need. For details, see “— Indebtedness — Borrowings.”

LIQUIDITY AND CAPITAL RESOURCES

The following table presents our consolidated cash flow data for the years presented.

Years Ended December 31, Three Months Ended March 31,
2022 2023 2024 2024 2025
(RMB in thousands) (unaudited)
Net cash used in operating activities (133,215) (27,071) (115,574) (52,300) (67,924)
Net cash (used in)/generated from investing activities (59,520) 14,802 (41,908) (11,064) (2,380)
Net cash generated from financing activities 283,003 1,975 102,510 97,051 74,253
Net increase/(decrease) in cash and cash equivalents 90,268 (10,294) (54,972) 33,687 3,949
Cash and cash equivalents at the beginning of the year/period 114,940 205,195 195,065 195,065 141,359
Effects of foreign exchange rate changes on cash and cash equivalents (13) 164 1,266 (1,014) 859
Cash and cash equivalents at the end of the year/period 205,195 195,065 141,359 227,738 146,167

During the Track Record Period and up to the Latest Practicable Date, our principal sources of liquidity have been cash generated from operating activities and financing activities.


FINANCIAL INFORMATION

Net Cash Used in Operating Activities

Net cash used in operating activities was RMB67.9 million in the three months ended March 31, 2025. The difference between our loss for the period of RMB17.1 million and the net cash used in operating activities was mainly due to movements in working capital, including (i) an increase in trade and notes receivables of RMB105.5 million and (ii) an increase in inventories of RMB11.1 million; partially offset by (i) an increase in trade payables of RMB56.4 million and (ii) an increase in accruals and other payables of RMB4.1 million. The amount was further adjusted by non-cash items, primarily including (i) finance costs of RMB3.8 million and (ii) depreciation of property, plant and equipment of RMB3.0 million.

Net cash used in operating activities was RMB115.6 million in 2024. The difference between our loss for the period of RMB235.9 million and the net cash used in operating activities was mainly due to movements in working capital, including (i) an increase in inventories of RMB14.3 million and (ii) an increase in prepayments, other receivables, and other assets of RMB40.3 million; partially offset by (i) a decrease in trade and notes receivables of RMB70.4 million and (ii) an increase in trade payables of RMB36.8 million. The amount was further adjusted by non-cash items, primarily including (i) impairment losses on financial assets of RMB38.5 million, (ii) finance costs of RMB13.0 million and (iii) depreciation of property, plant and equipment of RMB11.2 million.

Net cash used in operating activities was RMB27.1 million in 2023. The difference between our loss for the year of RMB58.1 million and the net cash generated from operating activities was mainly due to movements in working capital, including a decrease in trade and notes receivables of RMB92.3 million, primarily due to our efforts in settlement of outstanding balance with relevant customers; partially offset by a decrease in trade payables of RMB55.2 million, primarily due to our efforts in settlement of outstanding balance with relevant suppliers. The amount was further adjusted by non-cash items, primarily including depreciation of property, plant and equipment of RMB8.4 million; partially offset by income tax credit of RMB11.1 million.

Net cash used in operating activities was RMB133.2 million in 2022. The difference between our loss for the year of RMB25.1 million and the net cash used in operating activities was mainly due to movements in working capital, including (i) an increase in trade and notes receivables of RMB278.6 million, (ii) an increase in inventories of RMB43.5 million; partially offset by (i) an increase in trade payables of RMB161.2 million, and (ii) an increase in accruals and other payables of RMB14.1 million; all primarily due to our business growth and the large number of sales orders in the fourth quarter of 2022. The amount was further offset by non-cash items, primarily including (i) finance costs of RMB12.9 million, and (ii) depreciation of property, plant and equipment of RMB7.8 million.

  • 428 -

FINANCIAL INFORMATION

Net Cash (Used in)/Generated from Investing Activities

Net cash used in investing activities was RMB2.4 million in the three months ended March 31, 2025, which was primarily attributable to purchase of property, plant and equipment of RMB2.8 million, partially offset by proceeds from disposals of property, plant and equipment of RMB0.9 million.

Net cash used in investing activities was RMB41.9 million in 2024 which was primarily attributable to (i) purchase of financial assets at fair value through profit or loss of RMB42.0 million, (ii) payments for financial assets at fair value through other comprehensive income of RMB15.6 million, (iii) purchase of property, plant and equipment of RMB18.2 million and (iv) purchases of intangible assets of RMB9.8 million; partially offset by proceeds from disposals of financial assets at fair value through profit or loss of RMB43.6 million.

Net cash generated from investing activities was RMB14.8 million in 2023, which was primarily attributable to (i) proceeds from disposals of financial assets at fair value through profit or loss of RMB147.1 million; partially offset by (i) purchase of financial assets at fair value through profit or loss of RMB116.2 million; (ii) purchase of property, plant and equipment of RMB14.8 million and (iii) purchases of intangible assets of RMB5.2 million.

Net cash used in investing activities was RMB59.5 million in 2022, which was primarily attributable to (i) purchase of financial assets at fair value through profit or loss of RMB257.1 million; and (ii) purchase of property, plant and equipment of RMB26.9 million; partially offset by proceeds from disposals of financial assets at fair value through profit of RMB227.3 million.

Net Cash (Used in)/Generated from Financing Activities

Net cash generated from financing activities in the three months ended March 31, 2025 was RMB74.3 million, which was primarily due to (i) proceeds from borrowings of RMB195.9 million and (ii) proceeds from contributions from equity/share holders of RMB20.0 million; partially offset by (i) repayment of borrowings of RMB135.9 million, (ii) interest paid for borrowings of RMB3.4 million and (iii) principal payments paid for lease liabilities of RMB2.0 million.

Net cash generated from financing activities was RMB102.5 million in 2024, which was primarily due to (i) proceeds from borrowings of RMB419.9 million and (ii) proceeds from contributions from equity/share holders of RMB50.8 million; partially offset by (i) repayment of borrowings of RMB304.0 million, (ii) interest paid for borrowings of RMB13.4 million, (iii) principal payments of lease liabilities of RMB9.0 million, (iv) acquisition of non-controlling interests of a subsidiary of RMB33.8 million and (v) listing expenses paid of RMB7.5 million.

Net cash generated from financing activities in 2023 was RMB2.0 million, which was primarily due to proceeds from borrowings of RMB284.0 million; partially offset by (i) repayment of borrowings of RMB263.0 million; and (ii) interest paid of RMB9.6 million.

  • 429 -

FINANCIAL INFORMATION

Net cash generated from financing activities in 2022 was RMB283.0 million, which was primarily due to (i) proceeds from borrowings of RMB263.1 million; and (ii) proceeds from contributions from equity/share holders of RMB159.5 million; partially offset by (i) repayment of borrowings of RMB123.9 million; and (ii) interest paid of RMB7.5 million.

Working Capital

As of March 31, 2025, we had RMB146.2 million in cash and cash equivalents. We plan to improve working capital sufficiency by (i) effectively attracting and retaining our customers and users to drive our revenue growth and profitability, (ii) continuing to create value for customers and users to explore additional monetization opportunities that help us scale up our revenue and to achieve profitability, and (iii) effectively managing our cost and expenses by improving our operational efficiency. In addition, to manage our inventory turnovers, trade and notes receivables, and liquidity in general more effectively, we aim to (i) implement stricter credit control measures, (ii) enhance our collection efforts, and (iii) regularly review our credit policies to ensure they align with our business and market conditions. We may also raise additional funds through the issuance of equity or debt related securities, or through obtaining credit from government or financial institutions. We will continue to monitor our cash flows from operations closely.

We intend to finance our future working capital requirements and capital expenditures primarily from cash expected to be generated from operating activities and funds raised from financing activities, including the net proceeds we will receive from the Global Offering. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, develop product enhancements and to respond to business challenges could be significantly impaired, and our business, operating results and financial condition may be adversely affected. See "Risk Factors — Risks Related to our Business and Industry — We may need to raise additional funds and these funds may not be available when needed on favorable terms, if at all."

Working Capital Sufficiency Statement

Taking into account the estimated net proceeds from the Global Offering, cash and cash equivalents on hand, available banking facilities and cash flows from our operations, the Directors believe that our Group has sufficient working capital for our present requirements and for the next 12 months from the date of this Prospectus.

  • 430 -

FINANCIAL INFORMATION

CAPITAL EXPENDITURES

Our capital expenditures are incurred primarily in connection with purchase of property, plant and equipment and intangible assets such as software and patents. The following table sets forth our capital expenditures for the years indicated.

Year Ended December 31, Three Months Ended March 31,
2022 2023 2024 2025
(RMB in thousands)
Additions to:
Property, plant and equipment 21,777 19,456 15,287 2,098
Intangible assets 4,097 11,181 2,466 1,257
Total 25,874 30,637 17,753 3,355

Our capital expenditures were RMB25.9 million, RMB30.6 million, RMB17.8 million and RMB3.4 million in 2022, 2023, 2024, and the three months ended March 31, 2025, respectively. We intend to fund our future capital expenditures with our existing cash balance and proceeds from the Global Offering. We will continue to make capital expenditures to meet the expected growth of our business. See "Future Plans and Use of Proceeds — Use of Proceeds."

INDEBTEDNESS

The following table sets forth a breakdown of our financial indebtedness as of the dates indicated.

As of December 31, As of March 31, As of July 31,
2022 2023 2024 2025 2025
(RMB in thousands)
Non-Current: (unaudited)
Lease liabilities, non-current. 5,119 4,839 5,825 8,669 4,269
Current:
Lease liabilities, current. 7,286 7,186 7,420 10,054 9,930
Borrowings 253,282 274,311 390,321 450,583 430,209
Total 265,687 286,336 403,566 469,306 444,408

FINANCIAL INFORMATION

Lease liabilities

Our lease liabilities, including current and non-current, amounted to RMB12.4 million, RMB12.0 million, RMB13.2 million and RMB18.7 million as of 2022, 2023, 2024, and March 31, 2025, respectively. The decrease from December 31, 2022 to December 31, 2023 was primarily due to our payment for the relevant lease agreements. The increase from December 31, 2023 to December 31, 2024 and increase from December 31, 2024 to March 31, 2025 were primarily due to expansion of leased properties.

Borrowings

Our borrowings are primarily from financial institutions. All of our borrowings are denominated in RMB. The amount of our borrowings is adjusted based on our operation need. All of our borrowings were classified as current liabilities and fully committed, amounted to RMB253.3 million, RMB274.3 million, RMB390.3 million and RMB450.6 million as of December 31, 2022, 2023, 2024, and March 31, 2025, respectively, with weighted average effective interest rates of 4.00%, 3.77%, 3.58% and 3.23%, respectively. As of July 31, 2025, our bank borrowings amounted to RMB430.2 million. As of July 31, 2025, our gearing ratio was 852.6%. The borrowings bear interest rates range from 2.55% to 3.60%. In addition, as of July 31, 2025, we had committed but unutilized banking facilities totaling RMB170 million.

Our borrowings include those that are secured through guarantees provided by related parties, and those that are neither secured nor guaranteed. As of December 31, 2022, 2023, 2024, and March 31, 2025, our unsecured and guaranteed borrowings amounted to RMB203.2 million, RMB274.3 million, RMB390.3 million and RMB450.6 million, respectively; our unsecured and unguaranteed borrowings amounted to RMB30.0 million, nil, nil and nil, respectively; and our secured and guaranteed borrowings amounted to RMB20.0 million, nil, nil and nil, respectively. For details, see Note 33 to the Accountant's Report included in Appendix I to this Prospectus. All the guarantees provided by related parties are expected to be released upon the Listing.

As of July 31, 2025, we had utilized RMB60 million from our banking facilities, and committed RMB170 million remained available and unutilized under our banking facilities.

Generally, the bank loan agreements we have entered into contain covenants that impose certain restrictions or maintenance requirements on the Company, our subsidiaries and/or the guarantor, including among others:

  • the guarantor and/or borrower, as applicable, may not change the general nature of its business; and
  • the guarantor and/or borrower, as applicable, may not make additional borrowings from third-parties or create any liens on its property or assets without the lender's approval.

  • 432 -


FINANCIAL INFORMATION

The bank loan agreements contain standard events of default such as the occurrence of a change of control, bankruptcy and an event that has a material adverse effect.

Any breach of, or adverse changes to, these key terms could lead to the acceleration of our repayment obligations or loss of access to financing, which could materially and adversely impact our liquidity, financial condition, and overall financial viability.

Our Directors further confirm that we had no material defaults in bank and other borrowings, nor did we breach any covenants (that were not waived) during the Track Record Period and up to the Latest Practicable Date. Our Directors further confirm that during the Track Record Period and up to the Latest Practicable Date, we did not experience any difficulties in obtaining credit facilities, or withdrawal of facilities or requests for early repayment.

Save as otherwise disclosed, we did not have any outstanding loan, capital issued or agreed to be issued, debt securities, mortgages, charges, debentures, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance credits, hire purchase commitments or other contingent liabilities as of July 31, 2025, being the latest practicable date for our indebtedness statement. Our Directors confirm that, as of the Latest Practicable Date, there had no material change in our indebtedness since July 31, 2025. As of the Latest Practicable Date, there was no material restrictive covenant in our indebtedness which could significantly limit our ability to obtain future financing, nor was there any material default on our indebtedness or breach of covenant during the Track Record Period and up to the Latest Practicable Date.

CONTRACTUAL OBLIGATIONS

Capital Commitments

The following table sets forth our capital commitments as of the dates indicated. During the Track Record Period, our capital commitments mainly represented the capital expenditure for which we entered into contracts in respect of the purchases of property, plant and equipment.

As of December 31, As of March 31,
2022 2023 2024 2025
(RMB in thousands)
Capital commitments
Property, plant and equipment 4,245 411 - -

FINANCIAL INFORMATION

OFF-BALANCE SHEET ARRANGEMENTS

As of the Latest Practicable Date, we did not have any material off-balance sheet commitments or arrangements.

RELATED PARTY TRANSACTIONS

We enter into transactions with our related parties from time to time. Our Directors are of the view that each of the related party transactions set out in Note 40 to the Accountant's Report included in Appendix I was conducted in the ordinary course of business on an arm's length basis and with normal commercial terms between the relevant parties. Our Directors are also of the view that our related party transactions during the Track Record Period would not distort our track record results or cause our historical results to become non-reflective of our future performance.

As of December 31, 2022, 2023, 2024, and March 31, 2025, our outstanding balances with related parties of trade nature included (i) trade and notes receivables of nil, nil, nil and nil, respectively; (ii) trade payables of RMB1.3 million, RMB1.5 million, nil and nil, respectively; and (iii) contract liabilities of RMB0.2 million, RMB1.0 million, nil and nil, respectively. As of December 31, 2022, 2023, 2024, and March 31, 2025, our outstanding balances with related parties of non-trade nature included (i) other receivables of RMB2.2 million, nil, nil and nil, respectively; and (ii) borrowings of nil, nil, nil and nil, respectively. For details of the balances with related parties categorized based on trade and non-trade nature, see Note 41 to the Accountant's Report included in Appendix I to this Prospectus. The outstanding balances with related parties are expected to be fully settled upon the Listing.

KEY FINANCIAL RATIOS

The following table sets forth certain of our key financial ratios for the years indicated.

Year Ended/As of December 31, Three Months Ended/As of March 31,
2022 2023 2024 2025
Gross profit margin(1) 20.4% 20.5% 14.9% 16.5%
Current ratio(2) 139.5% 124.3% 88.8% 90.7%
Gearing ratio(3) 82.2% 108.0% 821.1% 900.3%

Notes:
(1) Gross profit margin equals gross profit divided by revenue for the year.
(2) Current ratio equals current assets divided by current liabilities as of the end of the period.
(3) Gearing ratio equals total debt divided by our total equity as of the end of the period. Total debt includes lease liabilities and borrowings. For details, see Consolidated Statements of Changes in Equity on pages I-11 to I-15 of the Accountant's Report included in Appendix I.


FINANCIAL INFORMATION

Our gross profit margin reached 20.4%, 20.5%, 14.9% and 16.5% in 2022, 2023, 2024, and March 31, 2025, respectively. The gross profit in 2022 and 2023 remained relatively stable at 20.4% and 20.5%, respectively. The decrease from 20.5% in 2023 to 14.9% in December 31, 2024 was primarily due to price reduction pressures from the market, which we accepted to maintain our competitive position.

Our current ratio reached 139.5%, 124.3%, 88.8% and 90.7% as of December 31, 2022, 2023, 2024, and March 31, 2025, respectively. Such decrease during the Track Record Period was mainly driven by increase in the borrowings adjusted based on our operation need.

Our gearing ratio reached 82.2%, 108.0%, 821.1% and 900.3% as of December 31, 2022, 2023 and 2024, and March 31, 2025, respectively. The increase was mainly driven by the decrease in our total equity and the increase in the borrowings as adjusted based on our operation need.

For a more comprehensive discussion of the factors affecting our key financial ratios during the Track Record Period, see "Financial Information — Discussion of Results of Operations."

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our activities expose us to a variety of financial risks, primarily the market risk (including foreign exchange risk, cash flow and fair value interest rate risk and price risk), credit risk and liquidity risk. Our overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance.

Market Risk

Foreign exchange risk

Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the functional currency of the relevant group entity. We and our primary subsidiaries were incorporated in the PRC and considered RMB as our functional currency.

We are primarily exposed to changes in RMB/USD exchange rates. As of December 31, 2022, 2023, 2024, and March 31, 2025, if the USD strengthened/weakened by 10% against the RMB, with all other variables held constant, loss before income tax for the year then ended would have been approximately RMB2.0 thousand, RMB334 thousand, RMB1.2 million and RMB1.4 million lower/higher respectively as a result of foreign exchange gains/losses on translation of USD denominated cash and cash equivalents.

  • 435 -

FINANCIAL INFORMATION

Cash flow and fair value interest rate risk

Except for cash and cash equivalents, restricted cash and financial assets at FVPL, we have no significant interest-bearing assets. Our income and operating cash flows are substantially independent of changes in market interest rates.

Our interest-rate risk mainly arises from borrowings. Borrowings obtained at variable rates expose us to cash flow interest-rate risk. Borrowings obtained at fixed rates expose us to fair value interest-rate risk. For details on the interest rates and terms of repayments of borrowings, see Note 33 to the Accountant’s Report included in Appendix I to this Prospectus. We did not use any interest rate swap contracts or other financial instruments to hedge against its interest rate risk for the Track Record Period.

As of December 31, 2022, 2023, 2024, and March 31, 2025, if our interest rates on borrowings obtained at variable rates had been higher/lower by 0.5%, loss before income tax for the year or period then ended would have been nil, RMB0.1 million, nil and nil higher/lower respectively.

Price risk

We have no exposure to equity securities price risk.

Credit Risk

Credit risk arises from cash and cash equivalents, restricted cash, trade and notes receivables and other receivables. The carrying amount of each class of the above financial assets represents our maximum exposure to credit risk in relation to the corresponding class of financial assets.

Risk Management

To manage this risk, cash and cash equivalents and restricted cash are mainly placed with state-owned or reputable financial institutions in mainland China which are all high-credit-quality financial institutions.

To manage risk arising from trade and notes receivables, we have policies in place to ensure that credit terms are made to counterparties with an appropriate credit history and our management performs ongoing credit evaluations of the counterparties. Trade and notes receivables have been grouped based on shared credit risk characteristics and aging to measure the expected credit losses. Trade and notes receivables are written off when there is no reasonable expectation of recovery. Impairment losses on trade and notes receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

  • 436 -

FINANCIAL INFORMATION

For other receivables, our management makes periodic collective assessments as well as individual assessment on the recoverability of other receivables based on historical settlement records and past experiences.

Impairment of Financial Assets

We have three types of financial assets that are subject to the expected credit loss model:

  • cash and cash equivalents, restricted cash;
  • trade and notes receivables;
  • other receivables.

Cash at bank and in hand

To manage risk arising from cash and cash equivalents and restricted cash, we only transact with state-owned or reputable financial institutions in mainland China. There has been no recent history of default in relation to these financial institutions. These instruments are considered to have low credit risk because they have a low risk of default and the counterparty has a strong capacity to meet its contractual cash flow obligations in the near term. Cash and cash equivalents and restricted cash are also subject to the impairment requirements of IFRS 9, while the identified impairment loss was immaterial.

Trade and notes receivables

We apply the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade and notes receivables. To measure the expected credit losses, trade and notes receivables have been grouped based on shared credit risk characteristics and aging.

The expected loss rates are based on the credit rating of counter parties and the payment profiles of sales over a period of each reporting period and probability of default of counter parties on an ongoing basis throughout each reporting period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. We have identified the Gross Domestic Product ("GDP") to be the most relevant factor, and accordingly adjusts the historical loss rates based on expected changes in these factors.

  • 437 -

FINANCIAL INFORMATION

Other receivables

Other receivables mainly include amounts loans to related parties, deposits and others. All of our financial assets at amortized cost are measured as either 12-month expected credit losses or lifetime expected credit losses, depending on whether there has been a significant increase in credit risk since initial recognition as described in Note 22 to the Accountant’s Report included in Appendix I to this Prospectus.

Other receivables are written off when there is no reasonable expectation of recovery.

Impairment losses on other receivables are presented as net impairment reversal/(losses) within operating loss. Subsequent recoveries of amounts previously written off are credited against the same line item.

Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents. Due to the dynamic nature of the underlying businesses, our policy is to regularly monitor our liquidity risk and to maintain adequate cash and cash equivalents to meet our liquidity requirements.

DIVIDEND

No dividend was paid or declared by us or any of our subsidiaries since our incorporation. After the Track Record Period and up to the date of this Prospectus, we did not declare any dividends to our Shareholders.

We do not maintain a formal dividend policy or have a fixed dividend distribution ratio, and we may distribute dividends by way of cash or by other means that our Board considers appropriate. Any proposed distribution of dividends is subject to the discretion of our Board and the approval of our Shareholders. Pursuant to the Articles of Association, our Board may recommend a distribution of dividends in the future after taking into account our results of operations, financial condition, operating requirements, capital requirements, Shareholders’ interests and any other conditions that our Board may deem relevant. We cannot assure you that we will be able to distribute dividends of the above amount or any amount, or at all, in any year. The declaration and payment of dividends may also be limited by legal restrictions and by loan or other agreements that our Company and our subsidiaries have entered into or may enter into in the future. Under PRC law, dividends may be paid only out of distributable profit, which is our profit as determined under PRC GAAP or IFRS, whichever is lower, less any recovery of accumulated losses and appropriations to statutory and other reserves that we are required to make. We may not have sufficient or any distributable profit to enable us to make dividend distributions to our Shareholders, including in years in which we are profitable. As advised by our PRC Legal Advisor, dividends may not be distributed while we have accumulated losses. For details, see “Risk Factors — Risks Related to Doing Business in the Country where We

  • 438 -

FINANCIAL INFORMATION

Mainly Operate in — Payment of dividends is subject to restrictions under PRC law.” In addition, our ability to distribute dividends in the future also depends on whether we can receive dividends from our subsidiaries.

DISTRIBUTABLE RESERVES

As of March 31, 2025, we did not have any distributable reserves.

LISTING EXPENSES

Based on the mid-point Offer Price of HK$75.27 (being the mid-point of our Offer Price range of HK$66.92 to HK$83.63 per Offer Share), the total listing expenses (including underwriting commissions) payable by our Company are estimated to be approximately HK$75.0 million (equivalent to approximately RMB68.7 million), assuming the Over-allotment Option is not exercised, representing 16.3% of the gross proceeds from this Global Offering. These listing expenses mainly comprise professional fees paid and payable to the professional parties, and commissions payable to the Underwriters, for their services rendered in relation to the Listing and the Global Offering. The following table sets forth a breakdown of the Listing expenses for the Global Offering based on the mid-point Offer Price of HK$75.27.

| Listing Expenses | Based on an Offer Price of HK$75.27
(HKD in thousands) |
| --- | --- |
| Underwriting related expense | 13,538 |
| Non-underwriting related expense | 61,505 |
| Legal and audit expenses | 40,990 |
| Other expenses | 20,514 |
| Total | 75,043 |

As of March 31, 2025, we have incurred listing expenses of RMB37.6 million (equivalent to approximately HK$41.1 million) for the Global Offering of which RMB28.1 million (equivalent to approximately HK$30.8 million) was recognized in our consolidated statements of comprehensive (loss)/income during the Track Record Period, and RMB9.5 million (equivalent to approximately HK$10.3 million) was recognized as listing expenses directly attributable to the issue of shares and will be deducted from equity upon Listing. We estimate that an additional listing expenses of RMB31.1 million (including underwriting commissions of RMB12.3 million (equivalent to approximately HK$13.5 million), assuming the Over-allotment Option is not exercised and based on an Offer Price of HK$75.27 per Offer Share), accounting for 6.9% of our gross proceeds, will be further incurred by us, of which RMB22.3 million (equivalent to approximately HK$24.4 million) is expected to be charged to our consolidated statement of comprehensive (loss)/income and RMB8.8 million (equivalent to approximately HK$9.6 million) is expected to be charged against equity upon the Listing.

  • 439 -

FINANCIAL INFORMATION

UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS

The following unaudited pro forma statement of adjusted net tangible assets of the Group prepared in accordance with Rule 4.29 of the Listing Rules, is for the purpose of illustrating the effect of the Global Offering on the consolidated net tangible assets of the Group attributable to the equity holders of the Company as at 31 March 2025 as if the Global Offering had taken place on 31 March 2025.

This unaudited pro forma statement of adjusted net tangible assets has been prepared for illustrative purpose only and because of its hypothetical nature, it may not give a true picture of the net tangible assets of the Group as at 31 March 2025 or at any future dates following the Global Offering. It is prepared based on the consolidated financial information of the Group as at 31 March 2025 as set forth in the Accountant's Report of the Group, the text of which is set out in Appendix I to this prospectus, and adjusted as described below. The unaudited pro forma statement of adjusted net tangible assets does not form part of the Accountant's Report.

Audited consolidated net tangible assets of the Group attributable to equity holders of the Company as at 31 March 2025 (Note 1) Estimated net proceeds from the Global Offering (Note 2) Unaudited pro forma adjusted net tangible assets attributable to equity holders of the Company as at 31 March 2025 Unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to equity holders of the Company per Share (Note 3)
RMB'000 RMB'000 RMB'000 RMB HK$
Based on the Offer Price of HK$66.92 per H Share . . . 31,647 326,942 358,589 6.00 6.56
Based on the Offer Price of HK$83.63 per H Share . . . 31,647 415,584 447,231 7.48 8.17

Notes:
(1) The audited consolidated net tangible assets attributable to equity holders of the Company as of 31 March 2025 is extracted from the Accountant's Report set out in Appendix I to this prospectus, which is based on the audited consolidated net assets attributable to equity holders of the Group of the Company as of 31 March 2025 of approximately RMB48,861,000, with an adjustment for the intangible assets of approximately RMB17,214,000 as at 31 March 2025.
(2) The estimated net proceeds from the Global Offering are based on the individual Offer Price of HK$66.92 and HK$83.63 per H Share, being the lower end to higher end of the stated offer price range, respectively, and 5,978,900 H Shares expected to be issued under the Global Offering, after deduction of the underwriting fees and other related expenses payable by the Company (excluding listing expenses of RMB28,126,000 which have been accounted for in the Group's consolidated statements of comprehensive loss prior to 31 March 2025), and takes no account of any H Shares which may be issued pursuant to the exercise of the Over-allotment Option.


FINANCIAL INFORMATION

(3) The unaudited pro forma adjusted net tangible assets per H Share is arrived at after the adjustments referred to in the preceding paragraphs and on the basis that 59,788,807 shares are in issue, assuming the Global Offering had been completed on 31 March 2025, and no over-allotment option will be granted.

(4) For the purpose of this unaudited pro forma statement of adjusted net tangible assets, the balance stated in Renminbi is converted into Hong Kong dollars at rate of RMB0.9150 to HK$1.00. No representation is made that Renminbi amounts have been, could have been or may be converted to Hong Kong dollars, or vice versa, at that rate.

(5) No adjustment has been made to reflect any trading results or other transactions of the Group entered into subsequent to 31 March 2025.

NO MATERIAL ADVERSE CHANGE

Our Directors confirm that up to the date of this Prospectus, there has been no material adverse change in our financial, operational, or trading position, indebtedness, mortgage, contingent liabilities, guarantees or prospects since March 31, 2025, being the end of the period reported on the Accountant’s Report included in Appendix I; and there has been no event since March 31, 2025 which would materially affect the information shown in the Accountant’s Report set out in Appendix I to this Prospectus.

DISCLOSURE REQUIRED UNDER THE LISTING RULES

We confirm that, as of the Latest Practicable Date, there were no circumstances that would give rise to disclosure required under Rules 13.13 to 13.19 of the Listing Rules.

  • 441 -

FUTURE PLANS AND USE OF PROCEEDS

FUTURE PLANS

Please see “Business — Our Strategies” for detailed descriptions of our future plans.

USE OF PROCEEDS

We estimate that we will receive net proceeds of HK$375.0 million after deducting underwriting fees and commissions and estimated offering expenses payable by us in the Global Offering, assuming no Over-allotment Option is exercised and based on the indicative offer price of HK$75.27 per Offer Share, being the mid-point of the Offer Price. Based on the same indicative offer price, the additional net proceeds that we would receive if the Over-allotment Option were exercised in full would be HK$65.5 million.

In line with our strategies, we intend to use our proceeds from the Global Offering for the purposes and in the amounts set forth below. To the extent that our net proceeds are not sufficient to fund the purposes set out above, we intend to fund the balance through a variety of means, including cash generated from operations, bank loans and other borrowings.

  1. Approximately 38.0% (HK$142.5 million) of the net proceeds is expected to be used for our overseas expansion over the next five years.

a. Approximately 15.0% (HK$56.3 million) is expected to be used for the construction and expansion of our overseas manufacturing facilities. We are witnessing significant growth opportunities in key international markets such as Southeast Asia, Middle East, Europe, and the Americas (excluding the U.S.). From 2020 to 2024, the sales volume of home EV chargers in these regions grew at a CAGR of 277.8%, 97.5%, 53.2%, and 59.9%, respectively. Forecasts from 2024 to 2029 predict continued growth, with a CAGR of 64.9%, 52.3%, 15.0%, and 19.6%, respectively, according to Frost & Sullivan. The EV home charging solution markets in South America, Middle East and Southeast Asia are still at emerging stage, with limited number of home EV charger manufacturers as of December 31, 2024. We believe that we are well positioned to capture the overseas market. We have obtained all necessary product certifications required by local markets in multiple countries worldwide, including CE, UL, and TÜV certifications. In addition, our home charging products are on par with leading companies in terms of protection rating, operating temperature, relative humidity, and operational altitude, yet we are able to offer these products at more competitive prices, which further enhances our competitive edge in the market. To capitalize on these attractive market opportunities, particularly the higher selling prices in international markets, we have already expanded and plan to continue expanding our global presence. This includes enhancing brand awareness and building localized manufacturing capabilities for EV chargers. For our future plans, see “Business — Our Strategies — Accelerate Global Expansion for Market Leadership” and “Business — Business Sustainability and Path to Profitability — Path to Profitability — Proactively Seizing Industry Trends and Diversifying Revenue Opportunities by Expanding Sales Channel Amid Challenging Market Conditions — Rapid Expansion in Overseas Markets.”

  • 442 -

FUTURE PLANS AND USE OF PROCEEDS

As part of our overseas expansion strategy, we expect to increase sales to Chinese automakers in conjunction with their overseas expansion, as well as to further expand our direct sales channels to reach retail customers in overseas market. We strategically adapt our sales approach in overseas markets to accelerate expansion and align with various sales policies of automakers. For automakers with charging station bundling strategies, we have experienced significant growth by expanding alongside them into international markets. Where automakers do not provide charging station as part of their sales policy, we have partnered directly with local automotive dealerships. For instance, we have established collaborations with two leading automakers to supply our EV chargers in Thailand, and have partnered with a major local auto dealer to serve the Hong Kong market. In 2025, we have had shipments of EV chargers to markets including Australia, Malaysia, Indonesia, and Brazil.

As part of this strategy, we have commenced operations at our first overseas factory in Thailand in April 2024. This facility serves as the hub for our Southeast Asian operations. Depending on demand growth, we expect to expand its manufacturing capacity. Furthermore, we plan to establish additional overseas factories in the Middle East and Europe to meet regional market demand. Each facility is designed to accommodate two production lines, with an annual production capacity of 108 thousand units per line, based on one eight-hour shift per day and 25 working days per month. After these expansions, our combined annual manufacturing capacity is projected to reach 1.3 million units, subject to market conditions and demand growth.

b. Approximately 9.0% (HK$33.8 million) is expected to be used for the establishment of our overseas sales and marketing network. Recognizing the diverse and fragmented nature of international markets, we aim to leverage local sales channels and digital marketing to strengthen our global presence. We plan to appoint regional leaders and establish country-specific entities, each with dedicated sales and marketing teams, to establish an in-house overseas sales and marketing network. Additionally, we will form partnerships with local distributors to enhance our sales network infrastructure and expand our reach in Southeast Asia, the Middle East, Europe, and the Americas (excluding the U.S.).

c. Approximately 7.0% (HK$26.3 million) is expected to be used to enhance our international supply chain. This investment will focus on strengthening our global supply chain, ensuring timely and efficient product delivery across different regions. This development will cover end-to-end logistics, including customs, manufacturing, transportation, warehousing, and procurement, tailored to the specific needs of each market. We believe that investing in a localized supply chain will improve our market share abroad and better support our customers' needs worldwide.

  • 443 -

FUTURE PLANS AND USE OF PROCEEDS

d. Approximately 7.0% (HK$26.3 million) is expected to be used to establish an overseas installation and after-sales service network. We aim to provide localized, professional installation and after-sales services for our EV chargers globally. Currently, we have initiated an installation network in Thailand, which we plan to expand within Thailand and into other Southeast Asian countries. Additionally, we plan to establish an after-sales service center in Southeast Asia to enhance the customer experience. In the Middle East, Europe and the Americas (excluding the U.S.), we are in early-stage discussions with local service providers to form strategic partnerships for installation and after-sales services. As we prepare to launch our advanced digital home energy management system globally, we also intend to establish a dedicated customer service center to support these services.

  1. Approximately 36.5% (HK$136.9 million) of the net proceeds is expected to be used for research and development over the next five years to enrich our product and service offerings, and to enhance our digital platform and R&D capabilities.

a. Approximately 29.5% (HK$110.7 million) of the net proceeds is expected to be used for the research and development of our products and services.

  • EV Charging Robots (approximately 11.5% (HK$43.1 million)): A significant portion of our R&D investment will focus on developing EV charging robots. These robots integrate energy storage and charging capabilities into a single mobile unit, overcoming the limitations of fixed charging stations and enabling a flexible "station-to-car" service model. We have launched the first generation of EV charging robots in 2024. For details, see "Business — Our Product Offerings — Smart Home EV Chargers — EV Charging Robots" for details. We will continuously improve the features to expand their applicability to more complex scenarios.

We see substantial potential for our EV charging robots across a wide range of use cases. In specialized commercial applications, EV charging robots can serve unmanned delivery vehicles, logistics shuttles in industrial parks, autonomous yard trucks operating in ports and etc. They may also be applied to transportation hubs such as airports and seaports, where rapid turnaround is critical. As of the Latest Practicable Date, 12 EV charging robots have been deployed at the Hong Kong International Airport. In parking facilities, the use of EV charging robots could reduce wait times and enable automated services. Moving forward, EV charging robots could be deployed for residential use, bringing convenient, autonomous charging to individual households.

  • 444 -

FUTURE PLANS AND USE OF PROCEEDS

  • EMS Solutions (approximately 9.0% (HK$33.8 million)): A significant portion of our R&D investment will be dedicated to the development and enhancement of our EMS solutions. The EMS integrates hardware and software to optimize energy consumption, storage, and distribution across multiple devices, offering both residential and commercial users smarter control over their energy systems. We have already launched the initial version of our EMS solutions in 2024 and are focusing on expanding its functionality to include advanced features such as real-time energy monitoring, AI-based energy optimization, and integration with various energy devices. For details, see “Business — Our Product Offerings — Smart Home EV Chargers — EMS Solutions.” We aim to continuously improve the system’s capabilities, including better data analytics, improved AI algorithms, and expanded compatibility with emerging energy technologies. Our R&D efforts for EMS solutions will continue to focus on residential scenarios, aiming to provide users with convenient and efficient integrated home energy services. We plan to further expand the system’s capabilities to enable real-time monitoring and intelligent management of the entire household’s energy usage, helping users optimize their electricity consumption and reduce overall energy costs.

  • Bidirectional Smart Home EV Chargers (approximately 4.0% (HK$15.0 million)): We will continue to advance our bidirectional EV technology, which supports Vehicle-to-Home (V2H) and Vehicle-to-Everything (V2E) applications. This technology allows energy transfer between the grid, the vehicle, and home appliances. We plan to develop bidirectional EV AC/DC chargers to cater to both domestic and international markets. The first prototype of our bidirectional AC EV charger is expected in 2025, with a potential development of bidirectional DC chargers, subject to market conditions. We aim for full commercialization within three years.

  • Silicon Carbide DC Power Module (approximately 4.0% (HK$15.0 million)): We will invest in the development of a Silicon Carbide (SiC) DC power module to enhance our competitive edge in the DC charging market, currently dominated by MOSFET modules. The SiC module will feature bidirectional V2H/V2E capabilities, expanding product use cases and catering to a broader international market. DC chargers, with their higher power requirements, are currently primarily used in commercial settings. In the next phase, we will continue to drive technological innovation and product upgrades, exploring the integration of DC charging stations with automated charging and other advanced features. We seek to expand their application across diverse scenarios, including mining trucks and logistics fleet depots. We expect to complete prototype testing in 2025, and aim for commercial development in three years.

  • 445 -


FUTURE PLANS AND USE OF PROCEEDS

  • Product Development for Distinctive Demand in Overseas Markets (approximately 1.0% (HK$3.8 million)): We will focus on developing tailored products for key overseas markets such as the Middle East, Europe and the Americas (excluding the U.S.). Our products already comply with international certification standards such as CE for Europe and UL for the United States. Future development will include region-specific models, such as B connection wall-mounted chargers for France and high-current (48A) portable chargers for North America (excluding the U.S.). These initiatives will allow us to expand our global footprint by addressing distinct regional needs.

b. Approximately 7.0% (HK$26.3 million) of the net proceeds is expected to be used for enhancing our development capabilities in relation to fundamental research and innovation infrastructure and capabilities.

  • Product Testing Lab Upgrade (approximately 4.0% (HK$15.0 million)): We recognize the importance of national certification for product reliability. We aim to obtain accreditation from the China National Accreditation Service for our product testing lab in 2025. We will invest in upgrading our lab's equipment and capabilities, enabling a broader range of standardized tests. This lab will also support our product development, including EV charging robots, ensuring they meet both domestic and international quality standards.

  • Development of ASPICE 3.0 (approximately 3.0% (HK$11.3 million)): To expand our global reach, we plan to invest in achieving ASPICE 3.0 (Automotive Software Performance Improvement) certification. This development capability is essential for attracting global automotive clients and enhancing the quality of our automotive software and IT systems. We will invest in the necessary R&D to achieve ASPICE 3.0 within the next three years.

  • Approximately 10.0% (HK$37.5 million) of the net proceeds is expected to be used for mergers or acquisitions activities to enhance our capabilities in providing integrated energy management solutions. We target to acquire or invest in companies globally that (1) are engaged in digital energy storage and energy management, in particular those that have developed new or specialized technologies or products with significant market potential, (2) have proven track records and work references in the relevant technology areas and/or the markets which we intend to solidify our position or expand into, (3) are equipped with personnel who have the relevant experience and expertise and (4) are expected to complement our digital home energy management business. We are not currently engaged in merger and acquisition activities and have not identified any specific merger or acquisition

  • 446 -


FUTURE PLANS AND USE OF PROCEEDS

target. According to Frost & Sullivan, as of December 31, 2024, there are over 3,000 companies worldwide that meet our criteria for potential targets, including over 200 in North America (excluding the United States), over 600 in Europe, and over 300 in Southeast Asia.

  1. Approximately 5.5% (HK$20.6 million) of the net proceeds is expected to be used for upgrading existing production facilities and equipment in our Xuancheng factory to accommodate products designed for new vehicle types including new model generations of passenger EVs that are in conformity with Chinese, European and U.S. standards. As vehicle types evolve with each model generation, these upgrades could ensure our operations keep pace with new developments of automakers. Specifically, we plan to (i) upgrade production equipment, including to phase out SMT equipment that has been discontinued, upgrade DIP equipment and improve assembly line machinery; and (ii) improve production environment, including to optimize the SMT and DIP workshop conditions, renovate the assembly workshop environment, and refurbish the warehouse flooring.

  2. Approximately 10.0% (HK$37.5 million) of the net proceeds is expected to be used for general corporate purposes, including working capital needs.

To the extent that our actual net proceeds from the Global Offering is higher or lower than our estimate above, we will increase or decrease our allocation of the net proceeds for the purposes set out above on a pro rata basis. If the net proceeds from the Global Offering are not immediately used for the purposes described above and to the extent permitted by the relevant laws and regulations, we will only deposit such proceeds into short-term interest-bearing accounts at licensed commercial banks and/or other authorized financial institutions (as defined under the SFO or the applicable laws and regulations in other jurisdictions so long as it is deemed to be in the best interests of our Company. We will issue an appropriate announcement if there is any material change to the above proposed use of proceeds.

  • 447 -

UNDERWRITING

HONG KONG UNDERWRITERS

Shenwan Hongyuan Securities (H.K.) Limited
BOCOM International Securities Limited
China Industrial Securities International Capital Limited
First Shanghai Securities Limited
Livermore Holdings Limited
Yellow River Securities Limited
SPDB International Capital Limited
West Bull Securities Limited
Yuen Meta (International) Securities Limited

UNDERWRITING

This prospectus is published solely in connection with the Hong Kong Public Offering. The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional basis. The International Offering is expected to be fully underwritten by the International Underwriters subject to the terms and conditions of the International Underwriting Agreement. If, for any reason, the Offer Price is not agreed between the Overall Coordinators (for themselves and on behalf of the Underwriters) and our Company, the Global Offering will not proceed and will lapse.

The Global Offering comprises the Hong Kong Public Offering of initially 597,900 Hong Kong Offer Shares and the International Offering of initially 5,381,000 International Offer Shares, subject, in each case, to reallocation on the basis as described in "Structure of the Global Offering" 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, we are offering the Hong Kong Offer Shares (subject to reallocation) for subscription by the public in Hong Kong in accordance with the terms and conditions of this prospectus and the Hong Kong Underwriting Agreement at the Offer Price.

Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal in, the H Shares in issue and to be issued as mentioned in this prospectus (including the additional H Shares which may be issued pursuant to the exercise of the Over-allotment Option) on the Main Board of the Stock Exchange and such approval not having been withdrawn and (b) certain other conditions set forth in the Hong Kong Underwriting Agreement (including the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and our Company agreeing upon the Offer Price) being satisfied (or, as the case


UNDERWRITING

may be, waived), the Hong Kong Underwriters have agreed severally but not jointly to procure subscribers for, or themselves to subscribe for, their respective applicable portions of the Hong Kong Offer Shares in aggregate, now being offered which are not taken up under the Hong Kong Public Offering on the terms and conditions of this prospectus and the Hong Kong Underwriting Agreement.

The Hong Kong Underwriting Agreement is conditional on and subject to, among other things, the International Underwriting Agreement having been executed and becoming unconditional and not having been terminated in accordance with its terms.

Grounds for termination

The Overall Coordinators, for themselves and on behalf of the Hong Kong Underwriters, may in their sole and absolute discretion and upon giving notice in writing to our Company, terminate the Hong Kong Underwriting Agreement with immediate effect if at any time prior to 8:00 a.m. on the Listing Date:

(a) there develops, occurs, exists or comes into force:

(i) any new law or regulation or any change or development involving a prospective change or any event or series of events or circumstances likely to result in a change or a development involving a prospective change in existing laws or regulations, or the interpretation or application thereof by any court or any competent Authority in or affecting Hong Kong, the PRC, the United States, the United Kingdom, the European Union (or any member thereof), Singapore or other jurisdictions relevant to the Group or the Global Offering (each a “Relevant Jurisdiction” and collectively, the “Relevant Jurisdictions”); or

(ii) any change or development involving a prospective change, or any event or series of events or circumstances likely to result in a change or prospective change, in any local, national, regional or international financial, political, military, industrial, economic, fiscal, legal, regulatory, currency, credit or market conditions or sentiments, Taxation (as defined in the Hong Kong Underwriting Agreement), equity securities or currency exchange rate or controls or any monetary or trading settlement system, or foreign investment regulations (including, without limitation, a devaluation of the Hong Kong dollar, United States dollar or Renminbi against any foreign currencies, a change in the system under which the value of the Hong Kong dollar is linked to that of the United States dollar or the Renminbi is linked to any foreign currency or currencies) or other financial markets (including, without limitation, conditions and sentiments in stock and bond markets, money and foreign exchange markets, the inter-bank markets and credit markets) in or affecting any Relevant Jurisdictions, or affecting an investment in the Offer Shares; or

  • 449 -

UNDERWRITING

(iii) any event or series of events, or circumstances in the nature of force majeure (including, without limitation, any acts of government, declaration of a regional, national or international emergency or war, calamity, crisis, economic sanctions, strikes, labor disputes, other industrial actions, lock-outs, fire, explosion, flooding, tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public disorder, paralysis in government operations, acts of war, epidemic, pandemic, outbreak or escalation, mutation or aggravation of diseases, accident or interruption or delay in transportation, local, national, regional or international outbreak or escalation of hostilities (whether or not war is or has been declared), act of God or act of terrorism (whether or not responsibility has been claimed)) in or affecting any of the Relevant Jurisdictions; or

(iv) the imposition or declaration of any moratorium, suspension or limitation (including without limitation, any imposition of or requirement for any minimum or maximum price limit or price range) on (i) the trading in shares or securities generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Singapore Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market or the London Stock Exchange; or (ii) the trading in any securities of the Company listed or quoted on a stock exchange or an over-the-counter market; or

(v) the imposition or declaration of any general moratorium on banking activities in or affecting any of the Relevant Jurisdictions or any disruption in commercial banking or foreign exchange trading or securities settlement or clearing services, procedures or matters in or affecting any of the Relevant Jurisdictions; or

(vi) other than with the prior written consent of the Overall Coordinators, the issue or requirement to issue by the Company of a supplement or amendment to the Prospectus or other documents in connection with the offer and sale of the Offer Shares pursuant to the Companies (Winding Up and Miscellaneous Provisions) Ordinance or the Listing Rules or upon any requirement or request of the Stock Exchange and/or the SFC; or

(vii) the commencement by any Authority (as defined in the Hong Kong Underwriting Agreement) or other regulatory or political body or organization of any public action or investigation against a member of the Group or a director, supervisor or senior management member of any member of the Group in his/her capacity as such or announcing an intention to take any such action; or

  • 450 -

UNDERWRITING

(viii) the imposition of sanctions or export controls in whatever form, directly or indirectly, on any member of the Group or Dr. Huang or Ms. Liu or Tongdu Enterprise or by or on any Relevant Jurisdiction, or the withdrawal of trading privileges which existed on the date of the Hong Kong Underwriting Agreement, in whatever form, directly or indirectly, by, or for, any Relevant Jurisdiction; or

(ix) any valid demand by creditors for payment or repayment of indebtedness of any member of the Group or in respect of which any member of the Group is liable prior to its stated maturity; or

(x) any non-compliance of the Prospectus (or any other documents used in connection with the contemplated offering, allotment, issue, subscription or sale of any of the Offer Shares), the CSRC Filings (as defined in the Hong Kong Underwriting Agreement) or any aspect of the Global Offering with the Listing Rules or any other applicable Laws; or

(xi) 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 Dr. Huang or Ms. Liu or Tongdu Enterprise or any Director, Supervisor or senior management members as named in the Prospectus; or

(xii) any contravention by the Company or any member of the Group or any Director or Supervisor of the Listing Rules or applicable Laws; or

(xiii) any change or prospective change, or a materialization of, any of the risks set out in the section headed "Risk Factors" in the Prospectus,

which, in any such case individually or in the aggregate, in the sole and absolute opinion of the Sole Sponsor and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters):

(1) has or will or may have a material adverse effect, whether directly or indirectly, on the assets, liabilities, business, general affairs, management, prospects, shareholders' equity, profits, losses, results of operations, position or condition, financial or otherwise, or performance of the Company or the Group as a whole; or

(2) has or will or may have a material adverse effect on the success of the Global Offering or the level of applications under the Hong Kong Public Offering or the level of indications of interest under the International Offering; or

  • 451 -

UNDERWRITING

(3) 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

(4) has or will or may have the effect of making any part of the Hong Kong Underwriting Agreement (including underwriting) incapable of performance in accordance with its terms or preventing the processing of applications and/or payments pursuant to the Global Offering or pursuant to the underwriting thereof; or

(b) there has come to the notice of the Sole Sponsor and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) that:

(i) any statement contained in any of the Offering Documents, the CSRC Filings and/or any notices, announcements, advertisements, communications or other documents issued or used by or on behalf of the Company in connection with the Hong Kong Public Offering (including any supplement or amendment thereto, but excluding the information relating to the Sole Sponsor, the Joint Global Coordinators, the Joint Lead Managers, the Joint Bookrunners or the Underwriters it being understood that such information consists of only their names, logos, addresses and qualifications) (the “Global Offering Documents”) was, when it was issued, or has become untrue, incorrect, inaccurate in any material respect or misleading; or that any estimate, forecast, expression of opinion, intention or expectation contained in any such documents, was, when it was issued, or has become unfair or misleading in any respect or based on untrue, dishonest or unreasonable assumptions or given in bad faith; or

(ii) any matter has arisen or has been discovered which would, had it arisen or been discovered immediately before the date of the Prospectus, constitute a material omission or misstatement in any Global Offering Document; or

(iii) any breach of, or any event or circumstance rendering untrue or incorrect or misleading in any respect, any of representations, warranties and undertakings given by the Company or Dr. Huang or Ms. Liu or Tongdu Enterprise in the Hong Kong Underwriting Agreement or the International Underwriting Agreement; or

(iv) any event, act or omission which gives rise or is likely to give rise to any liability of any of the indemnifying parties pursuant to the indemnities in the Hong Kong Underwriting Agreement; or

  • 452 -

UNDERWRITING

(v) any breach of any of the obligations or undertakings imposed upon the Company or Dr. Huang or Ms. Liu or Tongdu Enterprise in the Hong Kong Underwriting Agreement or the International Underwriting Agreement; or

(vi) there is any change or development involving a prospective change, constituting or having a material adverse effect; or

(vii) that the Chairman of the Board, any Director, any Supervisor or any member of senior management of the Company named in the Prospectus seeks to retire, or is removed from office or vacating his/her office; or

(viii) any Director, any Supervisor or any member of senior management of the Company named in the Prospectus is being charged with an indictable offence or prohibited by operation of law or otherwise disqualified from taking part in the management or taking directorship or supervisorship of a company; or

(ix) the Company withdraws the Prospectus (and/or any other documents used in connection with the subscription or sale of any of the Offer Shares pursuant to the Global Offering) or the Global Offering; or

(x) that the approval by the Listing Committee of the listing of, and permission to deal in, the 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; or

(xi) 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; or

(xii) any of the experts named in the Prospectus (other than the Sole Sponsor) has withdrawn or sought to withdraw its consent to the issue of the Prospectus with the inclusion of its reports, letters and/or legal opinions (as the case may be) and references to its name included in the form and context in which it respectively appears; or

(xiii) an order or petition is presented for the winding-up or liquidation of any member of the Group, or any member of the Group makes any composition or arrangement with its creditors or enters into a scheme of arrangement or any resolution is passed for the winding-up of any member of the Group or a provisional liquidator, receiver or manager is appointed over all or part of the assets or undertaking of any member of the Group or anything analogous thereto occurs in respect of any member of the Group; or

  • 453 -

UNDERWRITING

(xiv) (A) the notice of acceptance of the CSRC Filings issued by the CSRC and/or the results of the CSRC Filings published on the website of the CSRC is rejected, withdrawn, revoked or invalidated; or (B) other than with the prior written consent of the Overall Coordinators, the issue or requirement to issue by the Company of a supplement or amendment to the CSRC Filings pursuant to the CSRC Rules or upon any requirement or request of the CSRC; or (C) any non-compliance of the CSRC Filings with the CSRC Rules or any other applicable Laws; or

(xv) that a material portion of the orders placed or confirmed in the bookbuilding process have been withdrawn, terminated or cancelled.

Undertakings to the Stock Exchange pursuant to the Listing Rules

Undertakings by our Company

Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Stock Exchange that, no further Shares or securities convertible into equity securities of our Company (whether or not of a class already listed) may be issued by us or form the subject of any agreement to such issue within six months from the Listing Date (whether or not such issue of Shares or securities will be completed within six months from the Listing Date), except (a) pursuant to the Global Offering (including the Over-allotment Option); or (b) in certain circumstances prescribed by Rule 10.08 of the Listing Rules.

Undertakings by Controlling Shareholders

Pursuant to Rule 10.07(1) of the Listing Rules, each of the Controlling Shareholders has undertaken to the Stock Exchange that, except pursuant to the Global Offering (including the Over-allotment Option), he/she/it will not and will procure that the relevant registered holder(s) will not, without the prior written consent of the Stock Exchange or unless otherwise in compliance with the applicable requirements of the Listing Rules,

(a) in the period commencing on the date by reference to which disclosure of his/her/its shareholding is made in this prospectus and ending on the date which is six months from the Listing Date, dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of those securities of our Company in respect of which he/her/it is shown by this prospectus to be the beneficial owner; and

(b) in the period of six months commencing on the date on which the period referred to in the preceding paragraph expires, dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the securities referred to in the preceding paragraph if, immediately following such disposal or upon the exercise or enforcement of such options, rights, interests or encumbrances, he/she/it would cease to be a Controlling Shareholder of our Company or a member of the group of Controlling Shareholders of our Company, or would together with the other Controlling Shareholders cease to be a group of Controlling Shareholders of our Company.

  • 454 -

UNDERWRITING

Note 2 to Rule 10.07(2) of the Listing Rules provides that Rule 10.07 does not prevent the Controlling Shareholders from using securities of our Company beneficially owned by he/she/it as security (including a charge or pledge) in favor of an authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) for a bona fide commercial loan.

Pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, the Controlling Shareholders have further undertaken to the Stock Exchange and to our Company that within the period commencing on the date by reference to which disclosure of his/her/its shareholding is made in this prospectus and ending on the date which is 12 months from the Listing Date, he/she/it shall:

(a) when he/she/it pledges or charges any Shares beneficially owned by him/her/it in favor of an authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan pursuant to Note 2 to Rule 10.07(2) of the Listing Rules, immediately inform our Company of such pledge or charge together with the number of Shares so pledged or charged; and

(b) when he/she/it receives indications, either verbal or written, from the pledgee or chargee of any Shares that any of the pledged or charged Shares will be disposed of, immediately inform our Company in writing of such indications.

Undertakings pursuant to the Hong Kong Underwriting Agreement

Undertakings by our Company

Our Company, has undertaken to each of the Sole Sponsor, the Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that, except pursuant to the Global Offering (including pursuant to the Over-allotment Option), at any time after the date of the Hong Kong Underwriting Agreement up to and including the date falling six months after the Listing Date (the "First Six Month Period"), our Company will not, without the prior written consent of the Sole Sponsor and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules:

(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an encumbrance over, or agree to transfer or dispose of or create an encumbrance over, either directly or indirectly, conditionally or unconditionally, or repurchase, any legal or beneficial interest in the share capital or any other securities of our Company or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or

  • 455 -

UNDERWRITING

exercisable for or that represent the right to receive, or any warrants or other rights to purchase any share capital or other securities of our Company, as applicable), or deposit any share capital or other securities of our Company, as applicable, with a depositary in connection with the issue of depositary receipts; or

(b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership (legal or beneficial) of the H Shares or any other securities of our Company, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any H Shares); or

(c) enter into any transaction with the same economic effect as any transaction described in sub-paragraph (a) or (b) above; or

(d) offer to or agree to do any of the foregoing specified in sub-paragraph (a), (b) or (c) above or announce any intention to do so,

in each case, whether any of the foregoing transactions is to be settled by delivery of share capital or such other securities in cash or otherwise (whether or not the issue of such share capital or other securities will be completed within the First Six Month Period).

Our Company has further agreed that, in the event our Company is allowed to enter into any of the transactions described in sub-paragraph (a), (b) or (c) above or offers to or agrees to or announces any intention to effect any such transaction during the period of six months commencing on the date on which the First Six Month Period expires, our Company will take all reasonable steps to ensure that such an issue or disposal will not, and no other act of our Company will, create a disorderly or false market for any H Shares or other securities of our Company.

Dr. Huang, Ms. Liu and Tongdu Enterprise (collectively, the "Warranting Shareholders") have undertaken to each of the Sole Sponsor, the Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that he/she/it shall use its/his/her best efforts to procure the Company to comply with the above undertakings.

Our Company has agreed and undertaken to each of the Sole Sponsor, the Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that it will, and the Warranting Shareholders have undertaken to procure that the Company will, comply with the minimum public float requirements specified in the Listing Rules (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

  • 456 -

UNDERWRITING

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 Sole Sponsor and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters).

Undertakings by the Warranting Shareholders in Respect of Themselves

Each of the Warranting Shareholders has undertaken to each of our Company, the Sole Sponsor, the Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that, without the prior written consent of the Sole Sponsor and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules including Rule 10.07 of the Listing Rules:

(a) he/she/it 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 Shares or other securities of our Company or any interest therein (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or any such other securities, as applicable or any interest in any of the foregoing), or deposit any Shares or other securities of our Company with a depositary in connection with the issue of depositary receipts, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership (legal or beneficial) of any Shares or other securities of 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 Shares or any such other securities, as applicable or any interest in any of the foregoing), or (iii) enter into any transaction with the same economic effect as any transaction specified in (i) or (ii) above, or (iv) offer to or agree to or announce any intention to effect any transaction specified in (i), (ii) or (iii) above, in each case, whether any of the transactions specified in (i), (ii) or (iii) above is to be settled by delivery of Shares or other securities of our Company or in cash or otherwise, and whether or not the transactions will be completed within the First Six Month Period);

(b) he/she/it 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

  • 457 -

UNDERWRITING

following any sale, transfer or disposal or upon the exercise or enforcement of any option, right, interest or encumbrance pursuant to such transaction, he/she/it will cease to be a Controlling Shareholder of the Company or a member of a group of the Controlling Shareholders of the Company or would together with the other Controlling Shareholders cease to be “Controlling Shareholders” of the Company; and

(c) until the expiry of the Second Six Month Period, in the event that he/she/it enters into any of the transactions specified in (a)(i), (a)(ii) or (a)(iii) above or offers to or agrees to or contracts to or publicly announces any intention to effect any such transaction, he/she/it will take all reasonable steps to ensure that such a disposal will not create a disorderly or false market in the securities of our Company.

The above restrictions shall not prevent the Warranting Shareholders from (i) purchasing additional Shares or other securities of the Company and disposing of such additional Shares or securities of the Company in accordance with the Listing Rules, provided that any such purchase or disposal does not contravene the lock-up arrangements with the Warranting Shareholders referred to above or the compliance by the Company with the Minimum Public Float Requirement, and (ii) using the Shares or other securities of the Company or any interest therein beneficially owned by them as security (including a charge or a pledge) in favor of an authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan, provided that (a) the relevant Warranting Shareholder will immediately inform the Company and the Overall Coordinators in writing of such pledge or charge together with the number of Shares or other securities of the Company so pledged or charged if and when he/she/it or the relevant registered holder(s) pledges or charges any Shares or other securities of the Company beneficially owned by him/her/it, and (b) when the relevant Warranting Shareholder receives indications, either verbal or written, from the pledgee or chargee of any Shares that any of the pledged or charged Shares or other securities of the Company will be disposed of, he/she/it will immediately inform the Company and the Overall Coordinators of such indications.

Our Company has undertaken to the Sole Sponsor, the Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that upon receiving such information in writing from the Warranting Shareholders, it will, as soon as practicable and if required pursuant to the Listing Rules, the SFO and/or any other applicable Law, notify the Stock Exchange and/or other relevant authorities, and make a public disclosure in relation to such information by way of an announcement.

Indemnity

Our Company and the Warranting Shareholders have agreed to indemnify the Hong Kong Underwriters for certain losses which they may suffer, including, amongst others, losses arising from their performance of their obligations under the Hong Kong Underwriting Agreement and any breach by our Company of the Hong Kong Underwriting Agreement.


UNDERWRITING

Hong Kong Underwriters’ Interests in our Company

Save as disclosed in the section headed “History, Development and Corporate Structure” in this prospectus and save for their obligations under the Hong Kong Underwriting Agreement, the Hong Kong Underwriters do not have any shareholding interest in our Company or any right or option (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for securities in our Company or any member of our Group.

Following the completion of the Global Offering, the Hong Kong Underwriters and their affiliated companies may hold a certain portion of the H Shares as a result of fulfilling their obligations under the Hong Kong Underwriting Agreement.

International Offering

International Underwriting Agreement

In connection with the International Offering, it is expected that we will enter into the International Underwriting Agreement with the Warranting Shareholders, the Overall Coordinators and the International Underwriters. Under the International Underwriting Agreement, subject to the conditions set forth therein, the International Underwriters would agree to purchase, or procure subscribers to purchase, the Offer Shares being offered pursuant to the International Offering (subject to, amongst others, any reallocation between the International Offering and the Hong Kong Public Offering). It is expected that the International Underwriting Agreement may be terminated on similar grounds as the Hong Kong Underwriting Agreement. Potential investors are reminded that in the event that the International Underwriting Agreement is not entered into, the Global Offering will not proceed.

Over-allotment Option

Our Company expects to grant to the International Underwriters, exercisable in whole or in part by the Overall Coordinators at their sole and absolute discretion (on behalf of the International Underwriters), the Over-allotment Option, which will be exercisable from the Listing Date until 30 days after the last day for the lodging of applications under the Hong Kong Public Offering, to require our Company to issue and allot, up to an aggregate of 896,800 H Shares, representing no more than 15% of the initial Offer Shares, at the Offer Price under the International Offering, to cover over-allocations in the International Offering, if any.

Commissions and Expenses

Our Company will pay the Underwriters an underwriting commission of 3% of the aggregate Offer Price of all the Offer Shares (the “Fixed Fees”). In addition, our Company may, at our sole and absolute discretion, pay to any one or more of Underwriters an incentive fee of up to 1% of the Offer Price of all the Offer Shares (the “Discretionary Fees”). Assuming the Discretionary Fees are paid in full, the ratio of Fixed Fees and Discretionary Fees payable is therefore 75:25. For any unsubscribed Hong Kong Offer Shares reallocated to the

  • 459 -

UNDERWRITING

International Offering, we will pay an underwriting commission at the rate applicable to the International Offering and such commission will be paid to the relevant International Underwriters and not the Hong Kong Underwriters.

The aggregate underwriting commissions, incentive fee (if any), documentation fee, listing fees, Stock Exchange trading fee and transaction levy, legal and other professional fees, and printing and other expenses in relation to the Global Offering are estimated to amount to approximately HK$75.0 million in total (based on the Offer Price of HK$75.27 per Offer Share, being the mid-point of the indicative Offer Price range and assuming the Over-allotment Option is not exercised), and are payable by our Company.

ACTIVITIES BY SYNDICATE MEMBERS

The underwriters of the Hong Kong Public Offering and the International Offering (together, the "Syndicate Members") and their affiliates may each individually undertake a variety of activities (as further described below) which do not form part of the underwriting or stabilizing process.

The Syndicate Members and their affiliates are diversified financial institutions with relationships in countries around the world. These entities engage in a wide range of commercial and investment banking, brokerage, funds management, trading, hedging, investing and other activities for their own account and for the account of others. In the ordinary course of their various business activities, the Syndicate Members and their respective affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers. Such investment and trading activities may involve or relate to assets, securities and/or instruments of our Company and/or persons and entities with relationships with our Company and may also include swaps and other financial instruments entered into for hedging purposes in connection with the Group's loans and other debt.

In relation to the H Shares, those activities could include acting as agent for buyers and sellers of the H Shares, entering into transactions with those buyers and sellers in a principal capacity, proprietary trading in the H Shares, and entering into over the counter or listed derivative transactions or listed and unlisted securities transactions (including issuing securities such as derivative warrants listed on a stock exchange) which have as their underlying assets, assets including the H Shares. Those activities may require hedging activity by those entities involving, directly or indirectly, the buying and selling of the H Shares. 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.

  • 460 -

UNDERWRITING

In relation to issues by Syndicate Members or their affiliates of any listed securities having the H Shares as their underlying securities, whether on the Stock Exchange or on any other stock exchange, the rules of the exchange may require the issuer of those securities (or one of its affiliates or agents) to act as a market maker or liquidity provider in the security, and this will also result in hedging activity in the H Shares in most cases.

All such activities may occur both during and after the end of the stabilizing period described in the section headed "Structure of the Global Offering" in this prospectus. Such activities may affect the market price or value of the H Shares, the liquidity or trading volume in the H Shares and the volatility of the price of the H Shares, and the extent to which this occurs from day to day cannot be estimated.

It should be noted that when engaging in any of these activities, the Syndicate Members will be subject to certain restrictions, including the following:

  • the Syndicate Members (other than the Stabilizing Manager or any person acting for it) must not, in connection with the distribution of the Offer Shares, effect any transactions (including issuing or entering into any option or other derivative transactions relating to the Offer Shares), whether in the open market or otherwise, with a view to stabilizing or maintaining the market price of any of the Offer Shares at levels other than those which might otherwise prevail in the open market; and
  • the Syndicate Members must comply with all applicable laws and regulations, including the market misconduct provisions of the SFO, including the provisions prohibiting insider dealing, false trading, price rigging and stock market manipulation.

Certain of the Syndicate Members or their respective affiliates have provided from time to time, and expect to provide in the future, investment banking and other services to our Company and its affiliates for which such Syndicate Members or their respective affiliates have received or will receive customary fees and commissions.

In addition, the Syndicate Members or their respective affiliates may provide financing to investors to finance their subscriptions of Offer Shares in the Global Offering.

SOLE SPONSOR'S INDEPENDENCE

The Sole Sponsor satisfies the independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing Rules.

  • 461 -

STRUCTURE OF THE GLOBAL OFFERING

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:

  • the Hong Kong Public Offering of 597,900 H Shares (subject to reallocation as mentioned below) for subscription by the public in Hong Kong as described in the paragraph headed “— The Hong Kong Public Offering” below; and
  • the International Offering of 5,381,000 H Shares (subject to reallocation and the Over-allotment Option as mentioned below) outside the United States (including professional and institutional investors within Hong Kong) in offshore transactions in reliance on Regulation S as described in the paragraph headed “— the International Offering” below.

Investors may apply for the Hong Kong Offer Shares under the Hong Kong Public Offering or indicate an interest, if qualified to do so, for the International Offer Shares under the International Offering, but may not do both.

The Offer Shares will represent approximately 10.00% of the enlarged issued share capital of our Company immediately after completion of the Global Offering without taking into account the exercise of the Over-allotment Option. If the Over-allotment Option is exercised in full, the Offer Shares will represent approximately 11.33% of the enlarged issued share capital of our Company immediately after completion of the Global Offering and the exercise of the Over-allotment Option as set out in “— The International Offering — Over-allotment Option” below.

References in this prospectus to applications, application monies or the procedure for application relate solely to the Hong Kong Public Offering.

The number of Offer Shares to be offered under the Hong Kong Public Offering and the International Offering, respectively, may be subject to reallocation as described in “— The Hong Kong Public Offering — Reallocation” below.

THE HONG KONG PUBLIC OFFERING

Number of Hong Kong Offer Shares Initially Offered

We are initially offering 597,900 H Shares for subscription by the public in Hong Kong at the Offer Price, representing approximately 10.0% of the total number of the Offer Shares initially available under the Global Offering. Subject to the reallocation of the Offer Shares between the International Offering and the Hong Kong Public Offering, the Hong Kong Offer Shares will represent approximately 1.00% of the enlarged issued share capital of our Company immediately following the completion of the Global Offering (assuming the Over-allotment Option is not exercised).

  • 462 -

STRUCTURE OF THE GLOBAL OFFERING

The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to institutional and professional investors. Professional investors generally include brokers, dealers, and companies (including fund managers) whose ordinary business involves dealing in shares and other securities, and corporate entities which regularly invest in shares and other securities.

Completion of the Hong Kong Public Offering is subject to the conditions as set forth in “— Conditions of the Global Offering” below.

Allocation

Allocation of the Offer Shares to investors under the Hong Kong Public Offering will be based solely on the level of valid applications received under the Hong Kong Public Offering. The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for by applicants. Such allocation could, where appropriate, consist of balloting, which would mean that some applicants may receive a higher allocation than the others who have applied for the same number of the Hong Kong Offer Shares, and those applicants who are not successful in the ballot may not receive any Hong Kong Offer Shares.

For allocation purposes only, the total number of the Offer Shares initially available under the Hong Kong Public Offering (after taking into account any allocation) is to be divided into two pools (subject to adjustment of odd lot size): Pool A and Pool B. Accordingly, the maximum number of Hong Kong Offer Shares initially in Pool A and Pool B will be 298,950 and 298,950, respectively. All valid applications that have been received for Hong Kong Offer Shares with a total amount (excluding brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%) of HK$5 million or below will fall into pool A. All valid applications that have been received for Hong Kong Offer Shares with a total amount (excluding brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%) of over HK$5 million and up to the total value of pool B will fall into 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 that other pool and be allocated accordingly. For the purpose of this subsection only, the "price" for the Hong Kong Offer Shares means the price payable on application therein (without regard to the Offer Price as finally determined). Applicants can only receive an allocation of the Offer Shares from either Pool A or Pool B but not from both pools.

Multiple or suspected multiple applications and any application for more than 298,950 Hong Kong Offer Shares (being approximately 50% of the 597,900 Hong Kong Offer Shares initially available under the Hong Kong Public Offering) are liable to be rejected.


STRUCTURE OF THE GLOBAL OFFERING

Reallocation

The Offer Shares to be offered in the Hong Kong Public Offering and the International Offering may, in certain circumstances, be reallocated as between these offerings at the discretion of the Overall Coordinators. Subject to the allocation cap described in the subsequent paragraph, the Overall Coordinators may in their discretion reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In addition, if the Hong Kong Public Offering is not fully subscribed, the Overall Coordinators will have the discretion (but shall not be under any obligation) to reallocate to the International Offering all or any unsubscribed Hong Kong Offer Shares in such amounts as they deem appropriate.

In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will be allocated between Pool A and Pool B and the number of Offer Shares allocated to the International Offering will be correspondingly reduced in such manner as the Overall Coordinators in their sole discretion considers appropriate.

In the event of reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering in the circumstances where (a) the International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, or (b) the International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, then up to 298,900 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 896,800 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 should be fixed at the lower end of the indicative Offer Price range (that is, HK$66.92 per Offer Share) stated in this prospectus, in accordance with Chapter 4.14 of the Guide for New Listing Applicants.

Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the International Offering follows the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory clawback or reallocation mechanism is required to increase the number of Offer Shares under the Hong Kong Public Offering to a certain percentage of the total number of Offer Shares offered under the Global Offering.

  • 464 -

STRUCTURE 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/her that he/she and any person(s) for whose benefit he/she is making the application have not applied for or taken up, or indicated an interest for, and will not apply for or take up, or indicate an interest for, any Offer Shares under the International Offering, and such applicant’s application is liable to be rejected if the said undertaking and/or confirmation is breached and/or untrue (as the case may be) or it has been or will be placed or allocated Offer Shares under the International Offering.

Applicants under the Hong Kong Public Offering may be required to pay, on application (subject to application channels), the maximum price of HK$83.63 per Offer Share in addition to the brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy payable on each Offer Share. If the Offer Price, as finally determined in the manner described in the paragraph headed “— Pricing” below, is less than the maximum price of HK$83.63 per Offer Share, appropriate refund payments (including the brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy attributable to the surplus application monies) will be made to successful applicants, without interest. Further details are set out in the section headed “How to Apply for Hong Kong Offer Shares” in this prospectus.

THE INTERNATIONAL OFFERING

Number of International Offer Shares Initially Offered

The International Offering will consist of an initial offering of 5,381,000 Offer Shares, representing approximately 90.0% of the total number of Offer Shares initially available under the Global Offering and approximately 9.0% of the enlarged issued share capital of our Company immediately following the completion of the Global Offering subject to the reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering and assuming that the Over-allotment Option is not exercised. The International Offering will be offered by us outside of the United States in reliance on Regulation S only.

Allocation

The International Offering will include selective marketing of Offer Shares to institutional and professional investors and other investors anticipated to have a sizeable demand for such Offer Shares. Professional investors generally include brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in shares and other securities and corporate entities which regularly invest in shares and other securities. Allocation of Offer Shares pursuant to the International Offering will be effected in accordance with the “book-building” process described in the paragraph headed “— Pricing” below and based on a number of factors, including the level and timing of demand, the total size of the relevant investor’s invested assets or equity assets in the relevant sector and whether or not it is expected that the relevant investor is likely to buy further H Shares, and/or hold or sell its

  • 465 -

STRUCTURE OF THE GLOBAL OFFERING

H Shares, after the listing of the H Shares on the Stock Exchange. Such allocation is intended to result in a distribution of the H Shares on a basis which would lead to the establishment of a solid professional and institutional shareholder base to the benefit of our Company and the Shareholders as a whole.

The Overall Coordinators (for themselves and on behalf of the Underwriters) may require any investor who has been offered Offer Shares under the International Offering, and who has made an application under the Hong Kong Public Offering, to provide sufficient information to the Overall Coordinators so as to allow them to identify the relevant applications under the Hong Kong Public Offering and to ensure that they are excluded from any application of Offer Shares under the International Offering.

Reallocation

The total number of the Offer Shares to be issued or sold pursuant to the International Offering may change as a result of the reallocation arrangement described in “— The Hong Kong Public Offering — Reallocation” above, the exercise of the Over-allotment Option in whole or in part and/or any reallocation of unsubscribed Offer Shares originally included in the Hong Kong Public Offering to the International Offering.

Over-allotment Option

Our Company expects to grant to the International Underwriters, exercisable in whole or in part by the Overall Coordinators at their sole and absolute discretion (on behalf of the International Underwriters), the Over-allotment Option, which will be exercisable from the Listing Date until 30 days after the last day for the lodging of applications under the Hong Kong Public Offering, to require our Company to allot and issue, up to an aggregate of 896,800 Offer Shares, representing no more than 15% of the Offer Shares initially available under the Global Offering, at the Offer Price, 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 15% of the total number of Shares in issue immediately following the completion of the Global Offering and the exercise of the Over-allotment Option. If the Over-allotment Option is exercised, an announcement will be made.

STABILIZATION

Stabilization is a practice used by underwriters in some markets to facilitate the distribution of securities. To stabilize, the underwriters may bid for, or purchase, the newly issued securities in the secondary market, during a specified period of time, to retard and, if possible, prevent any decline in the market price of the securities below the offer price. Such transactions may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements, including those of Hong Kong. In Hong Kong, the price at which stabilization is effected is not permitted to exceed the offer price.

  • 466 -

STRUCTURE OF THE GLOBAL OFFERING

In connection with the Global Offering, the Stabilizing Manager, its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date, to the extent permitted by applicable laws of Hong Kong or elsewhere. However, there is no obligation on the Stabilizing Manager, its affiliates or any persons acting for it, to conduct any such stabilizing action. Such stabilization action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering.

Stabilizing action permitted in Hong Kong pursuant to the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, includes (i) over-allocation for the purpose of preventing or minimizing any reduction in the market price of the H Shares, (ii) selling or agreeing to sell the H Shares so as to establish a short position in them for the purpose of preventing or minimizing any reduction in the market price of the H Shares, (iii) purchasing or subscribing for, or agreeing to purchase or subscribe for, the H Shares pursuant to the Over-allotment Option in order to close out any position established under (i) or (ii) above, (iv) purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of preventing or minimizing any reduction in the market price of the H Shares, (v) selling or agreeing to sell any Shares in order to liquidate any position established as a result of those purchases and (vi) offering or attempting to do anything as described in paragraph (ii), (iii), (iv) or (v) above.

Specifically, prospective applicants for and investors in the Offer Shares should note that:

  • the Stabilizing Manager, its affiliates or any person acting for it may, in connection with the stabilizing action, maintain a long position in the H Shares;
  • there is no certainty regarding the extent to which and the time or period for which the Stabilizing Manager, its affiliates or any person acting for it, will maintain such a long position;
  • liquidation of any such long position by the Stabilizing Manager, its affiliates or any person acting for it may have an adverse impact on the market price of the H Shares;
  • no stabilizing action can be taken to support the price of the H Shares for longer than the stabilizing period which will begin on the Listing Date, and is expected to expire on Wednesday, November 5, 2025, being the 30th day after the date of closing of the application lists under the Hong Kong Public Offering. After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of the H Shares, could fall;

  • 467 -


STRUCTURE OF THE GLOBAL OFFERING

  • the price of the H Shares cannot be assured to stay at or above the Offer Price by the taking of any stabilizing action; and
  • stabilizing bids may be made or transactions effected in the course of the stabilizing action at any price at or below the Offer Price, which means that stabilizing bids may be made or transactions effected at a price below the price paid by applicants for, or investors in, the H Shares.

Our Company will ensure or procure that an announcement in compliance with the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) will be made within seven days of the expiration of the stabilization period.

Over-allocation

Following any over-allocation of H Shares in connection with the Global Offering, the Overall Coordinators, their affiliates or any person acting for them may cover such over-allocation by using Shares purchased by the Stabilizing Manager, its affiliates or any person acting for it in the secondary market, exercising the Over-allotment Option in full or in part. Any such purchases will be made in accordance with the laws, rules and regulations in place in Hong Kong on stabilization. The number of Shares which can be over-allocated will not exceed the number of the H Shares which may be allotted and/or issued pursuant to the exercise in full of the Over-allotment Option, being 896,800 H Shares, representing approximately 15% of the Offer Shares initially available under the Global Offering.

PRICING

The International Underwriters will be soliciting from prospective investors indications of interest in acquiring Offer Shares in the International Offering. Prospective professional and institutional investors will be required to specify the number of Offer Shares under the International Offering they would be prepared to acquire either at different prices or at a particular price. This process, known as "book-building," is expected to continue up to, and to cease on or about, the last day for lodging applications under the Hong Kong Public Offering.

The Offer Price is expected to be fixed by agreement between our Company and the Overall Coordinators on the Price Determination Date, which is expected to be on or before Wednesday, October 8, 2025 and in any event no later than 12:00 noon on Wednesday, October 8, 2025. The number of Offer Shares to be allocated under the various offerings will be determined shortly thereafter.

The Offer Price will not be more than HK$83.63 per Offer Share and is expected to be not less than HK$66.92 per Offer Share unless otherwise announced, as further explained below, not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Prospective investors should be aware that the Offer Price to be determined on the Price Determination Date may be, but is not expected to be, lower than the indicative Offer Price range stated in this prospectus.

  • 468 -

STRUCTURE OF THE GLOBAL OFFERING

Reduction in Offer Price Range and/or Number of Offer Shares

The Overall Coordinators (on behalf of the Underwriters) may, based on the level of interest expressed by prospective investors during the book-building process in respect of the International Offering, and with our consent, reduce the indicative Offer Price range and/or the number of Offer Shares below that stated in this prospectus at any time on or before the morning of the last day for making applications under the Hong Kong Public Offering. In this case, we will as soon as practicable after the decision to make the reduction (and no later than the morning of the last day for making applications under the Hong Kong Public Offering) publish on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.shzhida.com notice of the reduction, the cancellation of the Global Offering and the relaunch of the Global Offering at the revised number of Offer Shares and/or the revised Offer Price. This notice will also include confirmation or revision, as appropriate, of the working capital statement and the Global Offering statistics as set out in this prospectus, as well as any other financial information which may change as a result of the reduction.

We will, as soon as practicable following the decision to make the reduction, in addition to publishing the notice, issue a supplemental prospectus containing details in relation to the change in the number of Offer Shares being offered and/or the indicative Offer Price range. The Global Offering will be cancelled and subsequently relaunched on FINI pursuant to the supplemental prospectus.

Before making applications for the Hong Kong Offer Shares, applicants should have regard to the possibility that any announcement of a reduction in the indicative Offer Price range and/or number of Offer Shares may not be made until the day which is the last day for making applications under the Hong Kong Public Offering.

In the absence of a notice of reduction, the number of Offer Shares will not be reduced and the Offer Price, if agreed upon between us and the Overall Coordinators (on behalf of the Underwriters), will not be set outside the indicative Offer Price range.

Announcement of the Offer Price and Basis of Allocations

The final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of and results of allocations of Offer Shares under the Hong Kong Public Offering are expected to be announced on Thursday, October 9, 2025 on the website of our Company (www.shzhida.com) and the website of the Stock Exchange (www.hkexnews.hk).

UNDERWRITING

The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the terms of the Hong Kong Underwriting Agreement and is conditional upon the International Underwriting Agreement being signed and becoming unconditional.

  • 469 -

STRUCTURE OF THE GLOBAL OFFERING

We expect that we will enter into the International Underwriting Agreement relating to the International Offering on the Price Determination Date.

The underwriting arrangements under the Hong Kong Underwriting Agreement and the International Underwriting Agreement are summarized in the section headed "Underwriting" in this prospectus.

CONDITIONS OF THE GLOBAL OFFERING

Acceptances of all applications for Offer Shares will be conditional on:

(a) the Listing Committee granting the approval for the listing of, and permission to deal in, the H Shares in issue and to be issued pursuant to the Global Offering (including the H Shares which may be issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be converted from Unlisted Shares on the Main Board of the Stock Exchange and such approval not subsequently having been withdrawn or revoked prior to the Listing Date;

(b) the Offer Price having been duly determined between our Company and the Overall Coordinators (for themselves and on behalf of the Underwriters);

(c) the execution and delivery of the International Underwriting Agreement on or about the Price Determination Date; and

(d) the obligations of the Underwriters under each of the respective Underwriting Agreements becoming and remaining unconditional and not having been terminated in accordance with the terms of the respective Underwriting Agreements,

in each case on or before the dates and times specified in the respective Underwriting Agreements (unless and to the extent such conditions are validly waived on or before such dates and times).

If, for any reason, the Offer Price is not agreed between our Company and the Overall Coordinators by 12:00 noon on Wednesday, October 8, 2025, the Global Offering will not proceed and will lapse.

The consummation of each of the Hong Kong Public Offering and the International Offering is conditional upon, among other things, the other offering becoming unconditional and not having been terminated in accordance with its terms.

If the above conditions are not fulfilled or waived prior to the times and dates specified, the Global Offering will lapse and the Stock Exchange will be notified immediately. We will as soon as possible publish or cause to be published a notice of the lapse of the Hong Kong Public Offering on the website of our Company (www.shzhida.com) and the website of the Stock Exchange (www.hkexnews.hk). In such eventuality, all application monies will be

  • 470 -

STRUCTURE OF THE GLOBAL OFFERING

returned, without interest, on the terms set forth in the section headed "How to Apply for Hong Kong Offer Shares — D. Dispatch/Collection of H Share Certificates and Refund of Application Monies" in this prospectus. In the meantime, all application monies will be held in separate bank account(s) with the receiving banks or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), as amended.

H Share certificates issued in respect of the Hong Kong Offer Shares will only become valid evidence of title at 8:00 a.m. on the Listing Date provided that the Global Offering has become unconditional in all respects (including the Underwriting Agreements not having been terminated in accordance with their terms) at any time prior to 8:00 a.m. on the Listing Date.

APPLICATION FOR LISTING ON THE STOCK EXCHANGE

We have applied to the Listing Committee for the granting of the listing of, and permission to deal in, the H Shares in issue and to be issued pursuant to the Global Offering (including the H Shares which may be issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be converted from Unlisted Shares.

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.

H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS

Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or on any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time.

All necessary arrangements have been made to enable the H Shares to be admitted into CCASS. Investors should seek the advice of their stockbroker or other professional advisor for details of those settlement arrangements and how such arrangements will affect their rights and interests.

DEALING IN THE H SHARES

Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Friday, October 10, 2025, it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, October 10, 2025.

The H Shares will be traded on the Main Board of the Stock Exchange in board lots of 50 H Shares each. The stock code of the H Shares will be 2650.


HOW TO APPLY FOR HONG KONG OFFER SHARES

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.shzhida.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

You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying for:

  • are 18 years of age or older;
  • have a Hong Kong address (for the White Form eIPO 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 beneficial owner of any shares in our Company and/or any of its subsidiaries;
  • are a director, supervisor or chief executive officer of our Company and/or any of its subsidiaries;
  • are a close associate (as defined in the Listing Rules) of any of the above; and
  • have been allocated or have applied for any International Offer Shares or otherwise participate in the International Offering.

  • 472 -


HOW TO APPLY FOR HONG KONG OFFER SHARES

2. Application Channels

The Hong Kong Public Offering period will begin at 9:00 am on Tuesday, September 30, 2025 and end at 12:00 noon on Monday, October 6, 2025 (Hong Kong time).

To apply for Hong Kong Offer Shares, you may use one of the following application channels:

Application Channel Platform Target Investors Application Time
White Form eIPO service Website: www.eipo.com.hk Applicants who would like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name. From 9:00 am on Tuesday, September 30, 2025 to 11:30 a.m. on Monday, October 6, 2025, Hong Kong time.
The latest time for completing full payment of application monies will be 12:00 noon on Monday, October 6, 2025, Hong Kong time.
HKSCC EIPO channel Your broker or custodian who is a HKSCC Participant will submit electronic application instruction on your behalf through HKSCC’s FINI system in accordance with your instruction Applicants who would not like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees, deposited directly into CCASS and credited to your designated HKSCC Participant’s stock account. Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian.

The White Form eIPO service and the HKSCC EIPO channel are facilities subject to capacity limitations and potential service interruptions and you are advised not to wait until the last day of the application period to apply for Hong Kong Offer Shares.

  • 473 -

HOW TO APPLY FOR HONG KONG OFFER SHARES

For those applying through the White Form eIPO service, once you complete payment in respect of any application instructions given by you or for your benefit through the White Form eIPO service to make an application for Hong Kong Offer Shares, an actual application shall be deemed to have been made. If you are a person for whose benefit the electronic application instructions are given, you shall be deemed to have declared that only one set of electronic application instructions has been given for your benefit. If you are an agent for another person, you shall be deemed to have declared that you have only given one set of electronic application instructions for the benefit of the person for whom you are an agent and that you are duly authorized to give those instructions as an agent.

For the avoidance of doubt, giving an application instruction under White Form eIPO service more than once and obtaining different application reference numbers without effecting full payment in respect of a particular reference number will not constitute an actual application.

If you apply through the White Form eIPO service, you are deemed to have authorized the White Form eIPO Service Provider to apply on the terms and conditions in this prospectus, as supplemented and amended by the terms and conditions of White Form eIPO service.

By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus and any supplement to it.

For those applying through HKSCC EIPO channel, an actual application will be deemed to have been made for any application instructions given by you or for your benefit to HKSCC (in which case an application will be made by HKSCC Nominees on your behalf) provided such application instruction has not been withdrawn or otherwise invalidated before the closing time of the Hong Kong Public Offering.

HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the terms and conditions of this prospectus.

  • 474 -

HOW TO APPLY FOR HONG KONG OFFER SHARES

3. Information Required to Apply

You must provide the following information with your application:

For Individual/Joint Applicants For Corporate Applicants
• Full name(s)² as shown on your identity document • Full name(s)² as shown on your identity document
• Identity document’s issuing country or jurisdiction • Identity document’s issuing country or jurisdiction
• Identity document type, with order of priority: • Identity document type, with order of priority:
i. HKID card; or i. Legal entity identifier (“LEI”) registration document; or
ii. National identification document; or ii. Certificate of incorporation; or
iii. Passport; and iii. Business registration certificate; or
• Identity document number iv. Other equivalent document; and
• Identity document number

Notes:

  1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail address, a contact telephone number and a Hong Kong address. You are also required to declare that the identity information provided by you follows the requirements as described in Note 2 below. In particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The number of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual members’ names.

  2. The applicant’s full name as shown on their identity document must be used and the surname, given name, middle and other names (if any) must be input in the same order as shown on the identity document. If an applicant’s identity document contains both an English and Chinese name, both English and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the applicant’s identity document type must be strictly followed and where an individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number must be used when making an application to subscribe for Hong Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has a LEI certificate.

  3. If the applicant is a trustee, the client identification data (“CID”) of the trustee, as set out above, will be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the asset management company or the individual fund, as appropriate, which has opened a trading account with the broker will be required, as above.

  4. The maximum number of joint applicants on FINI is capped at four(Note) in accordance with market practice.


Note: Subject to change, if our Company’s Articles of Association and applicable company law prescribe a lower cap.


HOW TO APPLY FOR HONG KONG OFFER SHARES

  1. 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.

  2. If you are applying as an unlisted company and (i) the principal business of that company is dealing in securities; and (ii) you exercise statutory control over that company, then the application will be treated as being for your benefit and you should provide the required information in your application as stated above.

“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other stock exchange.

“Statutory control” means you:

  • control the composition of the board of directors of the company;
  • control more than half of the voting power of the company; or
  • hold more than half of the issued share capital of the company (not counting any part of it which carries no right to participate beyond a specified amount in a distribution of either profits or capital).

For those applying through HKSCC EIPO channel, and making an application under a power of attorney, we and the Overall Coordinators, as our agents, have discretion to consider whether to accept it on any conditions we think fit, including evidence of the attorney’s authority.

Failing to provide any required information may result in your application being rejected.

4. Permitted Number of Hong Kong Offer Shares for Application

Board lot size. : 50 H Shares

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 maximum Offer Price is HK$83.63 per Offer Share.

If you are applying through the HKSCC EIPO channel, your broker or custodian may require you to pre-fund your application in such amount as determined by the broker or custodian, based on the applicable laws and regulations in Hong Kong. You are responsible for complying with any such pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer Shares you applied for.

  • 476 -

HOW TO APPLY FOR HONG KONG OFFER SHARES

By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to arrange payment of the final Offer Price, brokerage, SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy by debiting the relevant nominee bank account at the Designated Bank for your broker or custodian.

If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the number of Shares you have selected. You must pay the respective maximum amount payable on application in full upon application for Hong Kong Offer Shares.

No. of Hong Kong Offer Shares applied for Amount payable(2) on application No. of Hong Kong Offer Shares applied for Amount payable(2) on application No. of Hong Kong Offer Shares applied for Amount payable(2) on application No. of Hong Kong Offer Shares applied for Amount payable(2) on application
HK$ HK$ HK$ HK$
50 4,223.68 700 59,131.39 5,000 422,367.05 40,000 3,378,936.34
100 8,447.34 800 67,578.73 6,000 506,840.45 45,000 3,801,303.39
150 12,671.02 900 76,026.06 7,000 591,313.87 50,000 4,223,670.42
200 16,894.69 1,000 84,473.42 8,000 675,787.26 60,000 5,068,404.52
250 21,118.35 1,500 126,710.12 9,000 760,260.68 70,000 5,913,138.60
300 25,342.03 2,000 168,946.82 10,000 844,734.08 80,000 6,757,872.69
350 29,565.69 2,500 211,183.52 15,000 1,267,101.13 90,000 7,602,606.77
400 33,789.36 3,000 253,420.23 20,000 1,689,468.17 100,000 8,447,340.85
450 38,013.05 3,500 295,656.93 25,000 2,111,835.22 150,000 12,671,011.28
500 42,236.70 4,000 337,893.63 30,000 2,534,202.25 200,000 16,894,681.71
600 50,684.05 4,500 380,130.33 35,000 2,956,569.30 298,950(1) 25,253,325.49

Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of SFC transaction levy and in the case of AFRC transaction levy, collected by the Stock Exchange on behalf of the SFC and the AFRC respectively).


HOW TO APPLY FOR HONG KONG OFFER SHARES

5. Multiple Applications Prohibited

You or your joint applicant(s) shall not make more than one application for your own benefit, except where you are a nominee and provide the information of the underlying investor in your application as required under the paragraph headed “— A. Applications for Hong Kong Offer Shares — 3. Information Required to Apply” in this section. If you are suspected of submitting or cause to submit more than one application, all of your applications will be rejected.

Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made an application through the White Form eIPO service or HKSCC EIPO channel, you or the person(s) for whose benefit you have made the application shall not apply for any Offer Shares.

6. Terms and Conditions of An Application

By applying for Hong Kong Offer Shares through the White Form eIPO service or HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your behalf):

(a) undertake to execute all relevant documents and instruct and authorize us and/or the Overall Coordinators, 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;

(b) confirm that you have read and understand the terms and conditions and application procedures set out in this prospectus and the designated website of the White Form eIPO service (or as the case may be, the agreement you entered into with your broker or custodian), and agree to be bound by them;

(c) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, undertakings and warranties under the participant agreement between your broker or custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC Operational Procedures for giving application instructions to apply for Hong Kong Offer Shares;

(d) confirm that you are aware of the restrictions on offers and sales of shares set out in this prospectus and they do not apply to you, or the person(s) for whose benefit you have made the application;

  • 478 -

HOW TO APPLY FOR HONG KONG OFFER SHARES

(e) 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;

(f) agree that the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, their respective directors, officers, employees, partners, agents, advisors and any other parties involved in the Global Offering (the "Relevant Persons"), the H Share Registrar and HKSCC will not be liable for any information and representations not in this prospectus and any supplement to it;

(g) agree to disclose the details of your application and your personal data and any other personal data which may be required about you and the person(s) for whose benefit you have made the application to us, the Relevant Persons, the H Share Registrar, HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or regulations, for the purposes under the paragraph headed “— G. Personal Data — 3. Purposes and 4. Transfer of personal data” in this section;

(h) agree (without prejudice to any other rights which you may have once your application (or as the case may be, HKSCC Nominees’ application) has been accepted) that you will not rescind it because of an innocent misrepresentation;

(i) agree that subject to section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any application made by you or HKSCC Nominees on your behalf cannot be revoked once it is accepted, which will be evidenced by the notification of the result of the ballot by the H Share Registrar by way of publication of the results at the time and in the manner as specified in the paragraph headed “— B. Publication of Results” in this section;

(j) 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;

(k) agree that your application or HKSCC Nominees’ application, any acceptance of it and the resulting contract will be governed by and construed in accordance with the laws of Hong Kong;

(l) agree to comply with the Companies Ordinance, 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;

  • 479 -

HOW TO APPLY FOR HONG KONG OFFER SHARES

(m) confirm that (i) your application or HKSCC Nominees’ application on your behalf is not financed directly or indirectly by our Company, any of the directors, chief executives, substantial Shareholder(s) or existing shareholder(s) of our Company or any of its subsidiaries or any of their respective close associates; and (ii) you are not accustomed or will not be accustomed to taking instructions from our Company, any of the directors, chief executives, substantial shareholder(s) or existing shareholder(s) of our Company or any of its subsidiaries or any of their respective close associates in relation to the acquisition, disposal, voting or other disposition of the H Shares registered in your name or otherwise held by you;

(n) warrant that the information you have provided is true and accurate;

(o) confirm that you understand that we and the Overall Coordinators will rely on your declarations and representations in deciding whether or not to allocate any Hong Kong Offer Shares to you and that you may be prosecuted for making a false declaration;

(p) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to you under the application;

(q) declare and represent that this is the only application made and the only application intended by you to be made to benefit you or the person for whose benefit you are applying;

(r) (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 White Form eIPO Service Provider or by any one as your agent or by any other person; and

(s) (if you are making the application as an agent for the benefit of another person) warrant that (i) no other application has been or will be made by you as agent for or for the benefit of that person or by that person or by any other person as agent for that person by giving electronic application instructions to HKSCC and the White Form eIPO Service Provider and (ii) you have due authority to give electronic application instructions on behalf of that other person as its agent.

  • 480 -

HOW TO APPLY FOR HONG KONG OFFER SHARES

B. PUBLICATION OF RESULTS

Results of Allocation

You can check whether you are successfully allocated any Hong Kong Offer Shares through:

Platform Date/Time
Applying through the White Form eIPO service or HKSCC EIPO channel:
Website From the designated results of allocation at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment) with a “search by ID” function
24 hours, from 11:00 p.m. on Thursday, October 9, 2025 to 12:00 midnight on Wednesday, October 15, 2025 (Hong Kong time)
The full list of (i) wholly or partially successful applicants using the White Form eIPO service and HKSCC EIPO channel, and (ii) the number of Hong Kong Offer Shares conditionally allotted to them, among other things, will be displayed on the “Allotment Results” page of the White Form eIPO service at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment).
The Stock Exchange’s website at www.hkexnews.hk and our website at www.shzhida.com which will provide links to the above mentioned websites of the H Share Registrar.
No later than 11:00 p.m. on Thursday, October 9, 2025 (Hong Kong time)

HOW TO APPLY FOR HONG KONG OFFER SHARES

Platform Date/Time
Telephone +852 2862 8555 — the allocation results telephone enquiry line provided by the H Share Registrar
between 9:00 a.m. and 6:00 p.m., on Friday, October 10, 2025, Monday, October 13, 2025, Tuesday, October 14, 2025 and Wednesday, October 15, 2025 (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 Wednesday, October 8, 2025 (Hong Kong time)

HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on Wednesday, October 8, 2025 (Hong Kong time) on a 24-hour basis and should report any discrepancies on allotments to HKSCC as soon as practicable.

Allocation Announcement

We expect to announce the results of the final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong Offer Shares on the Stock Exchange’s website at www.hkexnews.hk and our website at www.shzhida.com by no later than 11:00 p.m. on Thursday, October 9, 2025 (Hong Kong time).

C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER SHARES

You should note the following situations in which Hong Kong Offer Shares will not be allocated to you or the person(s) for whose benefit you are applying for:

1. If your application is revoked:

Your application or the application made by HKSCC Nominees on your behalf may be revoked pursuant to section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

2. If we or our agents exercise our discretion to reject your application:

We, the Overall Coordinators, the H Share Registrar and their respective agents and nominees have full discretion to reject or accept any application, or to accept only part of any application, without giving any reasons.


HOW TO APPLY FOR HONG KONG OFFER SHARES

  1. If the allocation of Hong Kong Offer Shares is void:

The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant permission to list the H Shares either:

  • within three weeks from the closing date of the application lists; or
  • within a longer period of up to six weeks if the Stock Exchange notifies us of that longer period within three weeks of the closing date of the application lists.

  • If:

  • you make multiple applications or suspected multiple applications. You may refer to the paragraph headed “— A. Applications for Hong Kong Offer Shares — 5. Multiple Applications Prohibited” in this section on what constitutes multiple applications;

  • your application instruction is incomplete;
  • your payment (or confirmation of funds, as the case may be) is not made correctly;
  • the Underwriting Agreements do not become unconditional or are terminated; or
  • we or the Overall Coordinators believe that by accepting your application, we or they would violate applicable securities or other laws, rules or regulations.

  • 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 Shares 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.

  • 483 -

HOW TO APPLY FOR HONG KONG OFFER SHARES

D. DISPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF APPLICATION MONIES

You will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel where the H Share certificates will be deposited into CCASS as described below).

No temporary document of title will be issued in respect of the H Shares. No receipt will be issued for sums paid on application.

H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, October 10, 2025 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the section headed "Underwriting" in this prospectus has not been exercised. Investors who trade Shares prior to the receipt of H Share certificates or the H Share certificates becoming valid do so entirely at their own risk.

The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus application monies pending clearance of application monies.

The following sets out the relevant procedures and time:

White Form eIPO service HKSCC EIPO channel
Dispatch/collection of H Share certificate^{1}
For physical share certificates of 100,000 Offer Shares or more Hong Kong Offer Shares issued under your own name Collection in person from the H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong H Share certificate(s) will be issued in the name of HKSCC Nominees, deposited into CCASS and credited to your designated HKSCC Participant’s stock account.
Time: from 9:00 a.m. to 1:00 p.m. on Friday, October 10, 2025 (Hong Kong time) No action by you is required
  1. Except in the event of any of the Severe Weather Signals (as defined below) in force in Hong Kong in the morning on Thursday, October 9, 2025 rendering it impossible for the relevant H Share certificates to be dispatched to HKSCC in a timely manner, our Company shall procure the H Share Registrar to arrange for delivery of the supporting documents and H Share certificates in accordance with the contingency arrangements as agreed between them. You may refer to “— E. Severe Weather Arrangements” in this section.

HOW TO APPLY FOR HONG KONG OFFER SHARES

White Form eIPO service HKSCC EIPO channel
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 you H Share certificate(s) personally within the time above, it/they will be sent to the address specified in your application instructions by ordinary post at your own risk.
For physical share certificates of less than 100,000 Offer Shares issued under your own name
Your H Share certificate(s) will be sent to the address specified in your application instructions by ordinary post at your own risk
Date: Thursday, October 9, 2025

– 485 –


HOW TO APPLY FOR HONG KONG OFFER SHARES

White Form eIPO service HKSCC EIPO channel
Refund mechanism for surplus application monies paid by you
Date Friday, October 10, 2025 Subject to the arrangement between you and your broker or custodian
Responsible party H Share Registrar Your broker or custodian
Application monies paid through single bank account White Form e-Refund payment instructions to your designated bank account Your broker or custodian will arrange refund to your designated bank account subject to the arrangement between you and it
Application monies paid through multiple bank accounts Refund check(s) will be dispatched to the address as specified in your application instructions by ordinary post at your own risk

E. SEVERE WEATHER ARRANGEMENTS

The Opening and Closing of the Application Lists

The application lists will not open or close on Monday, October 6, 2025 if, there is/are:

  • a tropical cyclone warning signal number 8 or above;
  • a black rainstorm warning; and/or
  • Extreme Conditions,

(collectively, "Severe Weather Signals"),

in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, October 6, 2025.

Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next business day which does not have Severe Weather Signals in force at any time between 9:00 a.m. and 12:00 noon.

  • 486 -

HOW TO APPLY FOR HONG KONG OFFER SHARES

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.shzhida.com of the revised timetable.

If a Severe Weather Signal is hoisted on Thursday, October 9, 2025, the H Share Registrar will make appropriate arrangements for the delivery of the H Share certificates to the CCASS Depository’s service counter so that they would be available for trading on Friday, October 10, 2025.

If a Severe Weather Signal is hoisted on Thursday, October 9, 2025, the dispatch of physical H Share certificates of less than 100,000 Offer Shares issued under your own name will be made by ordinary post when the post office re-opens after the Severe Weather Signal is lowered or cancelled (e.g. in the afternoon of Thursday, October 9, 2025 or on Friday, October 10, 2025).

If a Severe Weather Signal is hoisted on Friday, October 10, 2025, physical H Share certificates of 100,000 Offer Shares or more issued under your own name are available for collection in person at the H Share Registrar’s office after the Severe Weather Signal is lowered or cancelled (e.g. in the afternoon of Friday, October 10, 2025 or on Monday, October 13, 2025).

Prospective investors should be aware that if they choose to receive physical H Share certificates issued in their own name, there may be a delay in receiving the H Share certificates.

F. ADMISSION OF THE H SHARES INTO CCASS

If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the Stock Exchange and we comply with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the H Shares or any other date HKSCC chooses. Settlement of transactions between Exchange Participants is required to take place in CCASS on the second settlement day after any trading day.

All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time.

All necessary arrangements have been made enabling the H Shares to be admitted into CCASS.

You should seek the advice of your broker or other professional advisor for details of the settlement arrangement as such arrangements may affect your rights and interests.


HOW TO APPLY FOR HONG KONG OFFER SHARES

G. PERSONAL DATA

The following Personal Information Collection Statement applies to any personal data collected and held by our Company, the H Share Registrar, the receiving banks and the Relevant Persons about you in the same way as it applies to personal data about applicants other than HKSCC Nominees. This personal data may include client identifier(s) and your identification information. By giving application instructions to HKSCC, you acknowledge that you have read, understood and agree to all of the terms of the Personal Information Collection Statement below.

1. Personal Information Collection Statement

This Personal Information Collection Statement informs the applicant for, and holder of, Hong Kong Offer Shares, of the policies and practices of our Company and the H Share Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).

2. Reasons for the collection of your personal data

It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that personal data supplied to our Company or its agents and the H Share Registrar is accurate and up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or out of their names or in procuring the services of the H Share Registrar.

Failure to supply the requested data or supplying inaccurate data may result in your application for Hong Kong Offer Shares being rejected, or in the delay or the inability of our Company or the H Share Registrar to effect transfers or otherwise render their services. It may also prevent or delay registration or transfers of Hong Kong Offer Shares which you have successfully applied for and/or the dispatch of H Share certificate(s) to which you are entitled.

It is important that applicants for and holders of Hong Kong Offer Shares inform our Company and the H Share Registrar immediately of any inaccuracies in the personal data supplied.

3. Purposes

Your personal data may be used, held, processed, and/or stored (by whatever means) for the following purposes:

  • processing your application and refund check and White Form e-Refund payment instruction(s), where applicable, verification of compliance with the terms and application procedures set out in this prospectus and announcing results of allocation of Hong Kong Offer Shares;
  • compliance with applicable laws and regulations in Hong Kong and elsewhere;

  • 488 -


HOW TO APPLY FOR HONG KONG OFFER SHARES

  • registering new issues or transfers into or out of the names of the holders of the H Shares including, where applicable, HKSCC Nominees;
  • maintaining or updating the register of members of our Company;
  • verifying identities of applicants for and holders of the H Shares and identifying any duplicate applications for the H Shares;
  • facilitating Hong Kong Offer Shares balloting;
  • establishing benefit entitlements of holders of the H Shares, such as dividends, rights issues, bonus issues, etc.;
  • distributing communications from our Company and its subsidiaries;
  • compiling statistical information and profiles of the holder of the H Shares;
  • disclosing relevant information to facilitate claims on entitlements; and
  • any other incidental or associated purposes relating to the above and/or to enable our Company and the H Share Registrar to discharge their obligations to applicants and holders of the H Shares and/or regulators and/or any other purposes to which applicants and holders of the H Shares may from time to time agree.

4. Transfer of personal data

Personal data held by our Company and the H Share Registrar relating to the applicants for and holders of Hong Kong Offer Shares will be kept confidential but our Company and the H Share Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or transfer (whether within or outside Hong Kong) the personal data to, from or with any of the following:

  • our Company’s appointed agents such as financial advisors, receiving banks and overseas principal share registrar;
  • HKSCC or HKSCC Nominees, who will use the personal data and may transfer the personal data to the H Share Registrar, 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 our Company or the H Share Registrar in connection with their respective business operation;

HOW TO APPLY FOR HONG KONG OFFER SHARES

  • the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or regulations, including for the purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s performance of its statutory functions; and
  • any persons or institutions with which the holders of Hong Kong Offer Shares have or propose to have dealings, such as their bankers, solicitors, accountants or brokers etc.

5. Retention of personal data

Our Company and the H Share Registrar will keep the personal data of the applicants and holders of Hong Kong Offer Shares for as long as necessary to fulfil the purposes for which the personal data were collected. Personal data which is no longer required will be destroyed or dealt with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).

6. Access to and correction of personal data

Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether our Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to correct any data that is inaccurate. Our Company and the H Share Registrar have the right to charge a reasonable fee for the processing of such requests. All requests for access to data or correction of data should be addressed to our Company and the H Share Registrar, at their registered address disclosed in 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.

  • 490 -

APPENDIX I

ACCOUNTANT'S REPORT

The following is the text of a report set out on pages I-1 to I-3, received from the Company's reporting accountant, PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this prospectus. It is prepared and addressed to the directors of the Company and to the Shenwan Hongyuan Capital (H.K.) Limited pursuant to the requirements of HKSIR 200 Accountants' Reports on Historical Financial Information in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants.

img-0.jpeg

羅兵咸永道

ACCOUNTANT'S REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS OF SHANGHAI ZHIDA TECHNOLOGY DEVELOPMENT CO., LTD. AND SHENWAN HONGYUAN CAPITAL (H.K.) LIMITED

Introduction

We report on the historical financial information of Shanghai Zhida Technology Development Co., Ltd. (the "Company") and its subsidiaries (together, the "Group") set out on pages I-4 to I-99, which comprises the consolidated statements of financial position as at 31 December 2022, 2023 and 2024 and 31 March 2025, the Company statements of financial position as at 31 December 2022, 2023 and 2024 and 31 March 2025, the consolidated statements of profit or loss, the consolidated statements of comprehensive loss, the consolidated statements of changes in equity and the consolidated statements of cash flows for each of the years ended 31 December 2022, 2023 and 2024 and the three months ended 31 March 2025 (the "Track Record Period") and material accounting policy information and other explanatory information (together, the "Historical Financial Information"). The Historical Financial Information set out on pages I-4 to I-99 forms an integral part of this report, which has been prepared for inclusion in the prospectus of the Company dated 30 September 2025 (the "Prospectus") in connection with the initial listing of H Shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited.

Directors' responsibility for the Historical Financial Information

The directors of the Company are responsible for the preparation of Historical Financial Information that gives a true and fair view in accordance with the basis of preparation set out in Note 2 to the Historical Financial Information, and for such internal control as the directors determine is necessary to enable the preparation of Historical Financial Information that is free from material misstatement, whether due to fraud or error.

Reporting accountant's 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.


APPENDIX I

ACCOUNTANT'S REPORT

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 accountant's 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 accountant considers 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 set out in Note 2 to the Historical Financial Information in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Our work also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Historical Financial Information gives, for the purposes of the accountant's report, a true and fair view of the financial position of the Company as at 31 December 2022, 2023 and 2024 and 31 March 2025 and the consolidated financial position of the Group as at 31 December 2022, 2023 and 2024 and 31 March 2025 and of its consolidated financial performance and its consolidated cash flows for the Track Record Period in accordance with the basis of preparation set out in Notes 2 to the Historical Financial Information.

Review of stub period comparative financial information

We have reviewed the stub period comparative financial information of the Group which comprises the consolidated statement of profit or loss, the consolidated statement of comprehensive loss, the consolidated statement of changes in equity and the consolidated statement of cash flows for the three months ended 31 March 2024 and other explanatory information (the "Stub Period Comparative Financial Information"). The directors of the Company are responsible for the preparation of the Stub Period Comparative Financial Information in accordance with the basis of preparation set out in Note 2 to the Historical Financial Information. Our responsibility is to express a conclusion on the Stub Period Comparative Financial Information based on our review. We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the International Auditing and Assurance Standards Board ("IAASB"). A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the Stub Period Comparative Financial Information, for the purposes of the accountant's report, is not prepared, in all material respects, in accordance with the basis of preparation set out in Note 2 to the Historical Financial Information.

  • I-2 -

APPENDIX I

ACCOUNTANT'S REPORT

Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Companies (Winding Up and Miscellaneous Provisions) Ordinance

Adjustments

In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as defined on page I-4 have been made.

Dividends

We refer to Note 43 to the Historical Financial Information which states that no dividends have been paid by the Company in respect of the Track Record Period.

PricewaterhouseCoopers
Certified Public Accountants
Hong Kong
30 September 2025

  • I-3 -

APPENDIX I

ACCOUNTANT'S REPORT

I HISTORICAL FINANCIAL INFORMATION OF THE GROUP

Preparation of Historical Financial Information

Set out below is the Historical Financial Information which forms an integral part of this accountant’s report.

The financial statements of the Group for the Track Record Period, on which the Historical Financial Information is based, were audited by PricewaterhouseCoopers in accordance with International Standards on Auditing (“ISAs”) issued by the IAASB (“Underlying Financial Statements”).

The Historical Financial Information is presented in Renminbi (“RMB”) and all values are rounded to the nearest thousand (RMB’000) except when otherwise indicated.

  • I-4 -

APPENDIX I

ACCOUNTANT'S REPORT

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

Note Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Revenue 5 697,060 670,733 593,408 155,702 217,102
Cost of sales 8 (554,986) (533,199) (504,833) (120,363) (181,318)
Gross profit 142,074 137,534 88,575 35,339 35,784
Sales and marketing expenses 8 (67,615) (90,462) (114,655) (23,432) (20,687)
General and administrative expenses 8 (53,695) (73,657) (103,936) (29,897) (15,923)
Research and development expenses 8 (34,099) (41,102) (55,577) (11,775) (13,594)
Net impairment (losses)/reversal on financial assets 11 (6,700) 205 (38,486) 1,888 (160)
Other income 6 3,150 6,713 6,089 808 3,123
Other gains/(losses) – net 7 757 (402) (956) 172 (159)
Operating loss (16,128) (61,171) (218,946) (26,897) (11,616)
Finance income 10 1,416 2,049 1,051 306 69
Finance costs 10 (14,338) (10,104) (14,021) (3,095) (3,869)
Finance costs – net (12,922) (8,055) (12,970) (2,789) (3,800)
Loss before income tax (29,050) (69,226) (231,916) (29,686) (15,416)
Income tax credit/(expense) 12 3,903 11,110 (3,981) (1,814) (1,662)
Loss for the year/period (25,147) (58,116) (235,897) (31,500) (17,078)
Attributable to:
Owners of the Company (26,306) (58,538) (238,842) (31,440) (17,050)
Non-controlling interests 1,159 422 2,945 (60) (28)
(25,147) (58,116) (235,897) (31,500) (17,078)
Loss per share attributable to the owners of the Company (in RMB)
Basic and diluted loss per share 13 (0.53) (1.11) (4.54) (0.60) (0.32)

– I-5 –


APPENDIX I

ACCOUNTANT'S REPORT

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Loss for the year/period (25,147) (58,116) (235,897) (31,500) (17,078)
Other comprehensive loss
Item that may be reclassified subsequently to profit or loss
Currency translation differences (15) (321) 1,506 (300) (54)
Item that may not be reclassified subsequently to profit or loss
Change in fair value of financial assets at financial assets at fair value through other comprehensive income (“FVOCI”) - - 852 - -
Other comprehensive (loss)/income for the year/period, net of tax (15) (321) 2,358 (300) (54)
Total comprehensive loss for the year/period (25,162) (58,437) (233,539) (31,800) (17,132)
Attributable to:
Owners of the Company (26,321) (58,859) (236,484) (31,740) (17,104)
Non-controlling interests 1,159 422 2,945 (60) (28)
(25,162) (58,437) (233,539) (31,800) (17,132)

– I-6 –


APPENDIX I

ACCOUNTANT'S REPORT

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Note As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
ASSETS
Non-current assets
Property, plant and equipment 15 31,044 40,285 44,468 42,776
Right-of-use assets 16 11,723 11,816 12,054 17,233
Intangible assets 17 6,336 16,274 16,505 17,214
Investments accounted for using the equity method 18 - - - -
Deferred income tax assets 37 23,970 44,272 48,338 48,761
Financial assets at fair value through other comprehensive income 24 - - 16,452 16,452
Other non-current assets 19 6,721 7,434 10,700 10,129
79,794 120,081 148,517 152,565
Current assets
Inventories 20 138,023 153,154 165,711 179,173
Trade and notes receivables 21 516,440 424,912 306,369 393,877
Other current assets 22 17,762 22,945 61,765 58,273
Financial assets at fair value through profit or loss 23 31,983 1,506 - -
Financial assets at fair value through other comprehensive income 24 - - 12,126 18,579
Restricted cash 25 - - 591 591
Cash and cash equivalents 25 205,195 195,065 141,359 146,167
909,403 797,582 687,921 796,660
Total assets 989,197 917,663 836,438 949,225
EQUITY
Equity attributable to owners of the Company
Paid-in capital 26 - - - -
Share capital 27 52,527 52,527 53,448 53,810
Treasury stock 28 - - - -
Reserves 28 281,561 281,651 313,969 333,658
Accumulated losses (24,177) (82,715) (321,557) (338,607)
309,911 251,463 45,860 48,861
Non-controlling interests 13,358 13,780 3,292 3,264
Total equity 323,269 265,243 49,152 52,125

APPENDIX I

ACCOUNTANT'S REPORT

Note As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
LIABILITIES
Non-current liabilities
Lease liabilities 16 5,119 4,839 5,825 8,669
Provisions 34 7,991 4,463 4,773 6,774
Deferred income 35 936 1,346 2,414 3,457
Financial instruments with preferred rights at amortised cost 36 - - - -
14,046 10,648 13,012 18,900
Current liabilities
Trade payables 31 351,735 296,529 324,921 367,837
Other payables and accruals 32 17,101 35,134 28,379 25,500
Borrowings 33 253,282 274,311 390,321 450,583
Lease liabilities 16 7,286 7,186 7,420 10,054
Contract liabilities 5 5,375 10,526 12,829 10,225
Provisions 34 13,061 13,912 10,213 12,098
Current income tax liabilities 4,042 4,174 191 1,903
651,882 641,772 774,274 878,200
Total liabilities 665,928 652,420 787,286 897,100
Total equity and liabilities 989,197 917,663 836,438 949,225

– I-8 –


APPENDIX I

ACCOUNTANT'S REPORT

THE COMPANY STATEMENTS OF FINANCIAL POSITION

Note As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
ASSETS
Non-current assets
Property, plant and equipment 15 9,465 8,466 11,924 10,717
Right-of-use assets 16 5,758 5,432 4,583 8,794
Intangible assets 17 3,860 13,412 13,963 14,789
Investments in subsidiaries 14 102,714 142,457 176,303 176,507
Investments accounted for using the equity method 18 - - - -
Deferred income tax assets 37 34,589 48,742 51,060 51,517
Financial assets at fair value through comprehensive income 24 - - 16,452 16,452
Other non-current assets 19 155 1,051 2,288 2,252
156,541 219,560 276,573 281,028
Current assets
Inventories 20 52,426 74,041 75,162 64,779
Trade and notes receivables 21 514,146 398,751 241,909 302,096
Other current assets 22 14,525 16,195 47,848 43,534
Financial assets at fair value through profit or loss 23 15,045 - - -
Financial assets at fair value through other comprehensive income 24 - - 12,126 18,579
Restricted cash 25 - - 591 591
Cash and cash equivalents 25 127,196 79,337 72,765 114,263
723,338 568,324 450,401 543,842
Total assets 879,879 787,884 726,974 824,870
EQUITY
Equity attributable to owners of the Company
Paid-in capital 26 - - - -
Share capital 27 52,527 52,527 53,448 53,810
Treasury stock 28 - - - -
Reserves 28 281,744 282,155 333,334 353,077
Accumulated losses (21,295) (75,188) (289,931) (317,604)
Total equity 312,976 259,494 96,851 89,283

APPENDIX I

ACCOUNTANT'S REPORT

Note As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
LIABILITIES
Non-current liabilities
Lease liabilities 16 3,071 1,981 2,260 4,159
Provisions 34 7,179 3,630 3,868 5,126
Deferred income 35 936 1,346 2,414 2,583
Financial instruments with preferred rights at amortised cost 36 - - - -
11,186 6,957 8,542 11,868
Current liabilities
Trade payables 31 225,490 180,699 178,428 233,641
Other payables and accruals 32 60,147 47,774 32,053 31,141
Borrowings 33 253,282 274,311 390,321 440,583
Lease liabilities 16 2,963 3,682 2,776 4,902
Contract liabilities 2,133 3,360 10,630 5,130
Provisions 34 11,702 11,607 7,373 8,322
555,717 521,433 621,581 723,719
Total liabilities 566,903 528,390 630,123 735,587
Total equity and liabilities 879,879 787,884 726,974 824,870

– I-10 –


APPENDIX I
ACCOUNTANT'S REPORT

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Note Attributable to owners of the Company Non-controlling interests Total (deficit)/equity
Paid-in capital Share capital Treasury stock Reserves Accumulated losses Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Balance at 1 January 2022 47,576 - (353,875) 260,899 (216,033) (261,433) 14,190 (247,243)
(Loss)/profit for the year - - - - (26,306) (26,306) 1,159 (25,147)
Currency translation differences - - - (15) - (15) - (15)
Total comprehensive (loss)/income - - - (15) (26,306) (26,321) 1,159 (25,162)
Transactions with owners in their capacity as owner:
Capital contributions from equity holders 26, 28 1,914 - - 48,586 - 50,500 - 50,500
Recognition of financial instruments with preferred rights at amortised cost 28 - - (50,500) - - (50,500) - (50,500)
Conversion into a joint stock limited company 26, 27, 28 (49,490) 49,490 - (218,162) 218,162 - - -
Derecognition of financial instruments with preferred rights at amortised cost 28 - - 404,375 84,984 - 489,359 - 489,359
Capital contributions from shareholders 27, 28 - 3,037 - 105,923 - 108,960 - 108,960
Acquisition of non-controlling interests of a subsidiary 40 - - - (768) - (768) (1,621) (2,389)

APPENDIX I

ACCOUNTANT'S REPORT

Note Paid-in capitalRMB'000 Share capitalRMB'000 Treasury stockRMB'000 ReservesRMB'000 Accumulated lossesRMB'000 TotalRMB'000 Non-controlling interestsRMB'000 Total (deficit)/equityRMB'000
Distribution to non-controlling shareholders upon liquidation of a subsidiary - - - - - - (370) (370)
Share-based payment 29 - - - 114 - 114 - 114
(47,576) 52,527 353,875 20,677 218,162 597,665 (1,991) 595,674
Balance at 31 December 2022 - 52,527 - 281,561 (24,177) 309,911 13,358 323,269
Attributable to owners of the Company
Note Share capitalRMB'000 ReservesRMB'000 Accumulated lossesRMB'000 TotalRMB'000 Non-controlling interestsRMB'000 Total equityRMB'000
Balance at 1 January 2023 52,527 281,561 (24,177) 309,911 13,358 323,269
(Loss)/profit for the year - - (58,538) (58,538) 422 (58,116)
Currency translation differences - (321) - (321) - (321)
Total comprehensive (loss)/income - (321) (58,538) (58,859) 422 (58,437)
Transactions with owners in their capacity as owner:
Share-based payment 29 - 411 - 411 - 411
- 411 - 411 - 411
Balance at 31 December 2023 52,527 281,651 (82,715) 251,463 13,780 265,243

Attributable to owners of the Company
Note Share capital Reserves Accumulated losses Total Non- controlling interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance at 1 January 2024 52,527 281,651 (82,715) 251,463 13,780 265,243
(Loss)/profit for the year (238,842) (238,842) 2,945 (235,897)
Change in fair value of financial assets at FVOCI 852 852 852
Currency translation differences 1,506 1,506 1,506
Total comprehensive income/(loss) 2,358 (238,842) (236,484) 2,945 (233,539)
Transactions with owners in their capacity
as owner:
Share-based payment 29 420 420 420
Acquisition of non-controlling interests of a subsidiary 40 (20,367) (20,367) (13,433) (33,800)
Capital contributions from equity holders 27, 28 921 49,907 50,828 50,828
921 29,960 30,881 (13,433) 17,448
Balance at 31 December 2024 53,448 313,969 (321,557) 45,860 3,292 49,152

APPENDIX I

ACCOUNTANT'S REPORT

Note Share capital Reserves Accumulated losses Total Non-controlling interests Total equity
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Balance at 1 January 2025 53,448 313,969 (321,557) 45,860 3,292 49,152
Loss for the period - - (17,050) (17,050) (28) (17,078)
Currency translation differences - (54) - (54) - (54)
Total comprehensive loss - (54) (17,050) (17,104) (28) (17,132)
Transactions with owners in their capacity as owner:
Share-based payment 29 - 105 - 105 - 105
Capital contributions from equity holders 27, 28 362 19,638 - 20,000 - 20,000
362 19,743 - 20,105 - 20,105
Balance at 31 March 2025 53,810 333,658 (338,607) 48,861 3,264 52,125

APPENDIX I

ACCOUNTANT'S REPORT

Note Share capital Reserves Accumulated losses Total Non-controlling interests Total equity
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Balance at 1 January 2024 52,527 281,651 (82,715) 251,463 13,780 265,243
Loss for the period - - (31,440) (31,440) (60) (31,500)
Currency translation differences - (300) - (300) - (300)
Total comprehensive loss - (300) (31,440) (31,740) (60) (31,800)
Transactions with owners in their capacity as owner:
Share-based payment 29 - 105 - 105 - 105
- 105 - 105 - 105
Balance at 31 March 2024 52,527 281,456 (114,155) 219,828 13,720 233,548

APPENDIX I

ACCOUNTANT'S REPORT

CONSOLIDATED STATEMENTS OF CASH FLOWS

Note Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Cash flows from operating activities
Cash used in operations 38(a) (133,318) (20,703) (104,698) (48,432) (67,307)
Interest received 10 1,416 2,049 1,051 306 69
Income tax paid (1,313) (8,417) (11,927) (4,174) (686)
Net cash used in operating activities (133,215) (27,071) (115,574) (52,300) (67,924)
Cash flows from investing activities
Purchase of financial assets at fair value through profit or loss (257,100) (116,200) (42,000) (42,000) -
Payments for financial assets at fair value through other comprehensive income - - (15,600) - -
Proceeds from disposals of financial assets at fair value through profit or loss 227,322 147,083 43,578 41,571 -
Loans to related parties 41(b) (203) - - - -
Repayment of loans by related parties 41(b) 580 2,203 - - -
Purchase of property, plant and equipment (26,876) (14,848) (18,174) (2,074) (2,767)
Proceeds from disposal of property, plant and equipment 852 1,745 57 16 888
Purchases of intangible assets (4,095) (5,181) (9,769) (8,577) (501)
Net cash (used in)/generated from investing activities (59,520) 14,802 (41,908) (11,064) (2,380)
Cash flows from financing activities
Proceeds from borrowings 263,090 284,000 419,900 126,000 195,900
Repayment of borrowings (123,914) (263,000) (304,000) (20,000) (135,900)
Repayment of loans to related parties 41(b) (263) - - - -

APPENDIX I

ACCOUNTANT'S REPORT

Note Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Proceeds from contributions from equity/share holders 159,460 - 50,828 - 20,000
Interest paid for borrowings (7,454) (9,588) (13,350) (2,867) (3,385)
Principal payments of lease liabilities (4,594) (8,493) (9,025) (2,816) (2,049)
Interest paid for lease liabilities (563) (487) (561) (146) (222)
Acquisition of non-controlling interests of a subsidiary 40 (2,389) - (33,800) - -
Distribution to non-controlling shareholders upon liquidation of a subsidiary (370) - - - -
Listing expenses paid - (457) (7,482) (3,120) (91)
Net cash generated from financing activities 283,003 1,975 102,510 97,051 74,253
Net increase/(decrease) in cash and cash equivalents 90,268 (10,294) (54,972) 33,687 3,949
Cash and cash equivalents at the beginning of the year/period 25 114,940 205,195 195,065 195,065 141,359
Effects of foreign exchange rate changes on cash and cash equivalents (13) 164 1,266 (1,014) 859
Cash and cash equivalents at the end of the year/period 25 205,195 195,065 141,359 227,738 146,167
  • I-17 -

APPENDIX I

ACCOUNTANT'S REPORT

II NOTES TO THE HISTORICAL FINANCIAL INFORMATION

1. GENERAL INFORMATION

Shanghai Zhida Technology Development Co., Ltd. (“Zhida Technology”, or the “Company”) was incorporated in the People’s Republic of China (the “PRC”) on 25 November 2010 as a limited liability company under the Company Law of the PRC. The address of the Company’s registered office is Room 1001-1, No. 127, Guotong Road, Yangpu District, Shanghai, the PRC.

The Company and its subsidiaries (together, “the Group”) are principally engaged in the provision of the following goods and services: (i) production, research and development and sales of electric vehicle chargers (“EV chargers”) and related parts, and (ii) EV chargers installation services, after-sales services, etc in the PRC.

Dr. Huang Zhiming is the ultimate controlling shareholder of the Company as at the date of this report.

2. BASIS OF PREPARATION

(a) Compliance with IFRS

The Historical Financial Information of the Group have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).

(b) Accounting policies

The accounting policies applied in the preparation of the Historical Financial Information has been consistently applied to all the years presented, unless otherwise stated.

Other than those material accounting policies information as disclosed in the notes to the relevant financial line items or transactions in this Historical Financial Information, a summary of the other accounting policies information has been set out in Note 46 to this Historical Financial information.

(c) Historical cost convention

The Historical Financial Information has been prepared under the historical cost convention, except for certain FVOCI and financial assets at fair value through profit or loss (“FVPL”), which are carried at fair values.

The preparation of the Historical Financial Information in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the Historical Financial Information are disclosed in Note 4.

  • I-18 -

APPENDIX I

ACCOUNTANT'S REPORT

(d) Going concern

The Group was in net current liabilities position of approximately RMB81,540,000 as at 31 March 2025, and incurred loss of approximately RMB25,147,000, RMB58,116,000, RMB235,897,000, RMB17,078,000 and net operating cash outflow of approximately RMB133,215,000, RMB27,071,000, RMB115,574,000 and RMB67,924,000 for the years ended 31 December 2022, 2023, 2024 and the three months ended 31 March 2025, respectively. Historically, in addition to the capital contribution from shareholders, the Group relied principally on borrowings from commercial banks to fund its operations and business development.

In view of such circumstances, the directors have given careful consideration to the future liquidity and performance of the Group and its available sources of financing in assessing whether the Group will have sufficient funds to fulfil its financial obligations and continue as a going concern. These considerations include:

  • the Group is able to fulfil the banks' requirement to obtain the short-term borrowings under the facility or bank quota arrangements and renew these arrangements when they become due.
  • the Group will continue its efforts to improve its operating cashflows by increasing its sales of products revenue and profitability and controlling operating expenditures, optimizing the collection of receivables and settlement of payment in order to strengthen its working capital.

Management has prepared a cash flow projection covering not less than 12 months from 31 March 2025. The cash flow projection has taken into account the effect from those measures as described above including the available financing resources during the projection period. The directors, after making due enquiries and considering the basis of management's projection and assessment described above, believe that the Group's current cash and cash equivalents, and the anticipated cash flows from financing activities will be sufficient to meet its anticipated working capital requirements, capital expenditure requirements and to repay its liabilities for the next twelve months from 31 March 2025. Accordingly, the Historical Financial Information has been prepared on a going concern basis, which contemplates the realisation of assets and settlement of liabilities in the normal course of business.

(e) New Standards, amendments to standards and interpretations

In preparation of the Historical Financial Information, all of the new standards, amendments to standards and interpretations that are effective during the years ended 31 December 2022, 2023 and 2024 and the three months ended 31 March 2025 have been adopted by the Group consistently throughout the Track Record Period.

(f) New and amended standards, improvements, interpretations and accounting guideline which are not yet effective and have not been early adopted by the Group

New and amended standards, amendments and interpretations have been issued but are not effective for the Track Record Period and have not been early adopted by the Group. These standards, amendments or interpretations are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future.

Effective for annual periods beginning on or after
Amendment to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments 1 January 2026
Amendment to IFRS 9 and IFRS 7 Contracts referencing nature-dependent electricity 1 January 2026
Annual improvements project Annual improvements to IFRS Accounting Standards – volumes 11 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
Amendments to IFRS 10 and IFRS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture To be determined

APPENDIX I

ACCOUNTANT'S REPORT

The Group has already commenced an assessment of the impact of these new and amended standards and has concluded on a preliminary basis that adoption of these new and amended standards is not expected to have significant impacts on the financial performance and positions of the Group when they become effective, except for IFRS 18, which will mainly impact the presentation of statements of comprehensive income.

IFRS 18 will replace IAS 1 Presentation of Financial Statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management-defined performance measures within the financial statements.

3. FINANCIAL RISK MANAGEMENT

3.1 Financial risk factors

The Group's risk management is predominantly controlled by the treasury department under policies approved by the Board of Directors of the Company (the "Board of Directors"). The Group's treasury department identifies, evaluates and hedges financial risks in close cooperation with the Group's operating units. The Board of Directors provide written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

(a) Market risk

(i) Foreign exchange risk

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the relevant group entity. The Company and its primary subsidiaries were incorporated in the PRC and considered RMB as their functional currency.

The Group is exposed to changes in RMB/USD exchange rates. As at 31 December 2022, 2023, 2024 and 31 March 2025, if the USD strengthened/weakened by 10% against the RMB, with all other variables held constant, the loss before income tax for the year/period then ended would have been approximately RMB2,000, RMB334,000, RMB1,167,000 and RMB1,429,000 lower/higher respectively as a result of foreign exchange gains/losses on translation of USD denominated cash and cash equivalents.

(ii) Cash flow and fair value interest rate risk

Except for cash and cash equivalents, restricted cash and Financial assets at FVPL, the Group has no significant interest-bearing assets. The Group's income and operating cash flows are substantially independent of changes in market interest rates.

The Group's interest-rate risk mainly arises from borrowings. Borrowings obtained at variable rates expose the Group to cash flow interest-rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest-rate risk. The interest rates and terms of repayments of borrowings are disclosed in Note 33. The Group did not use any interest rate swap contracts or other financial instruments to hedge against its interest rate risk for the Track Record Period.

As at 31 December 2022, 2023, 2024 and 31 March 2025, if the Group's interest rates on borrowings obtained at variable rates had been higher/lower by 0.5%, the loss before income tax for the year/period then ended would have been approximately nil, RMB100,000, nil and nil higher/lower respectively.

(iii) Price risk

The Group has no significant exposure to equity securities price risk.


APPENDIX I

ACCOUNTANT'S REPORT

(b) Credit risk

Credit risk arises from cash and cash equivalents, restricted cash, trade and notes receivables and other receivables. The carrying amount of each class of the above financial assets represents the Group's maximum exposure to credit risk in relation to the corresponding class of financial assets.

Risk management

To manage this risk, cash and cash equivalents and restricted cash are mainly placed with state-owned or reputable financial institutions in Mainland China which are all high-credit-quality financial institutions.

To manage risk arising from trade and notes receivables, the Group has policies in place to ensure that credit terms are made to counterparties with an appropriate credit history and management performs ongoing credit evaluations of the counterparties. Trade and notes receivables have been grouped based on shared credit risk characteristics and aging to measure the expected credit losses. Trade and notes receivables are written off when there is no reasonable expectation of recovery. Impairment losses on trade and notes receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

For other receivables, management makes periodic collective assessments as well as individual assessment on the recoverability of other receivables based on historical settlement records and past experiences.

Impairment of financial assets

The Group has three types of financial assets that are subject to the expected credit loss model:

  • cash and cash equivalents, restricted cash;
  • trade and notes receivables;
  • other receivables.

(i) Cash at bank and in hand

To manage risk arising from cash and cash equivalents and restricted cash, the Group only transacts with state-owned or reputable financial institutions in Mainland China. There has been no recent history of default in relation to these financial institutions. These instruments are considered to have low credit risk because they have a low risk of default and the counterparty has a strong capacity to meet its contractual cash flow obligations in the near term. Cash and cash equivalents and restricted cash are also subject to the impairment requirements of IFRS 9, while the identified credit loss was immaterial.

(ii) Trade and notes receivables

The Group applies the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade and notes receivables. To measure the expected credit losses, trade and notes receivables have been grouped based on shared credit risk characteristics and aging.

For trade receivable balances with objective evidence of impairment and significant different credit risk characteristics, individual provision was made based on the present value of the difference between contractual cashflows and the cash flows that were expected to be received, with the considerations on current and future economic situations.

  • I-21 -

APPENDIX I

ACCOUNTANT'S REPORT

For other customers with similar credit risk characteristics, the expected loss rates are based on the credit rating of counter parties and the payment profiles of sales over a period of each reporting period and probability of default of counter parties on an ongoing basis throughout each reporting period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the Gross Domestic Product ("GDP") and the Producer Price Index ("PPI") to be the most relevant factor, and accordingly adjusts the historical loss rates based on expected changes in these factors.

Impaired trade receivables include:

Category 1: customers with objective evidence of impairment and significant different credit risk characteristics.

Category 2: customers with similar credit risk characteristics.

As at 31 December 2022, 2023, 2024 and 31 March 2025, the loss allowance provision for the trade receivables was determined as follows.

The Group

Gross carrying amount Expected credit loss rate Loss allowance
RMB'000 RMB'000
As at 31 December 2022
Category 1 – individual basis 3,980 100.00% (3,980)
Category 2 – collective basis 526,141 1.84% (9,701)
530,121 2.58% (13,681)
As at 31 December 2023
Category 1 – individual basis 3,515 100.00% (3,515)
Category 2 – collective basis 433,666 2.02% (8,754)
437,181 2.81% (12,269)
As at 31 December 2024
Category 1 – individual basis 38,272 100.00% (38,272)
Category 2 – collective basis 315,874 3.01% (9,505)
354,146 13.49% (47,777)
As at 31 March 2025
Category 1 – individual basis 37,617 100.00% (37,617)
Category 2 – collective basis 404,135 2.54% (10,258)
441,752 10.84% (47,875)

APPENDIX I

ACCOUNTANT'S REPORT

On that basis, the loss allowance of Category 2 as at 31 December 2022, 2023, 2024 and 31 March 2025 was determined as follows for trade and notes receivables:

As at 31 December 2022 Within 1 year 1-2 years 2-3 years Above 3 years Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Expected loss rate 0.47% 22.06% 46.88% 100.00%
Gross amount 508,403 11,695 2,517 3,526 526,141
Loss allowance (2,415) (2,580) (1,180) (3,526) (9,701)
As at 31 December 2023 Within 1 year 1-2 years 2-3 years Above 3 years Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Expected loss rate 0.24% 19.40% 42.02% 100.00%
Gross amount 405,079 23,218 3,615 1,754 433,666
Loss allowance (977) (4,504) (1,519) (1,754) (8,754)
As at 31 December 2024 Within 1 year 1-2 years 2-3 years Above 3 years Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Expected loss rate 0.14% 18.83% 48.94% 100.00%
Gross amount 296,685 8,610 6,089 4,490 315,874
Loss allowance (414) (1,621) (2,980) (4,490) (9,505)
As at 31 March 2025 Within 1 year 1-2 years 2-3 years Above 3 years Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Expected loss rate 0.17% 20.67% 51.76% 100.00%
Gross amount 384,971 8,057 6,580 4,527 404,135
Loss allowance (660) (1,665) (3,406) (4,527) (10,258)

The loss allowances for trade and notes receivables for the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025 reconcile to the opening loss allowances as follows:

Trade and notes receivables

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Opening loss allowance as at 1 January (7,262) (13,681) (12,269) (12,269) (47,777)
Impairment losses (recognised)/reversal – net (Note 11) (6,619) 259 (36,066) 1,846 (98)
Bad debt write-offs 200 1,153 558 137 -
Closing loss allowance as at 31 December and 31 March (13,681) (12,269) (47,777) (10,286) (47,875)

APPENDIX I

ACCOUNTANT'S REPORT

The Company

Gross carrying amount Expected credit loss rate Loss allowance
RMB'000 RMB'000
As at 31 December 2022
Category 2 – collective basis 523,168 1.72% (9,022)
As at 31 December 2023
Category 2 – collective basis 404,978 1.54% (6,227)
As at 31 December 2024
Category 1 – individual basis 17,549 100.00% (17,549)
Category 2 – collective basis 249,684 3.11% (7,775)
267,233 9.48% (25,324)
As at 31 March 2025
Category 1 – individual basis 17,594 100.00% (17,594)
Category 2 – collective basis 310,356 2.66% (8,260)
327,950 7.88% (25,854)

The Company

On that basis, the loss allowance of Category 2 as at 31 December 2022, 2023, 2024 and 31 March 2025 was determined as follows for trade and notes receivables:

As at 31 December 2022 Within 1 year 1-2 years 2-3 years Above 3 years Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Expected loss rate 0.49% 22.07% 46.86% 100.00%
Gross amount 506,855 10,829 2,516 2,968 523,168
Loss allowance (2,485) (2,390) (1,179) (2,968) (9,022)
As at 31 December 2023 Within 1 year 1-2 years 2-3 years Above 3 years Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Expected loss rate 0.17% 15.16% 34.10% 100.00%
Gross amount 378,155 22,770 2,900 1,153 404,978
Loss allowance (633) (3,452) (989) (1,153) (6,227)
As at 31 December 2024 Within 1 year 1-2 years 2-3 years Above 3 years Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Expected loss rate 0.13% 18.83% 48.94% 100.00%
Gross amount 233,735 6,847 5,736 3,366 249,684
Loss allowance (313) (1,289) (2,807) (3,366) (7,775)
As at 31 March 2025 Within 1 year 1-2 years 2-3 years Above 3 years Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Expected loss rate 0.15% 20.67% 51.76% 100.00%
Gross amount 294,468 6,627 5,839 3,422 310,356
Loss allowance (446) (1,370) (3,022) (3,422) (8,260)

APPENDIX I

ACCOUNTANT'S REPORT

The loss allowances for trade and notes receivables for the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025 reconcile to the opening loss allowances as follows:

Trade and notes receivables

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Opening loss allowance as at 1 January (6,667) (9,022) (6,227) (6,227) (25,324)
Impairment losses (recognised)/reversal – net (2,430) 1,918 (19,642) 833 (530)
Bad debt write-offs 75 877 545 136 -
Closing loss allowance as at 31 December and 31 March (9,022) (6,227) (25,324) (5,258) (25,854)

Trade and notes receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the group, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings.

Impairment losses on trade and notes receivables are presented as net impairment reversal/(losses) within operating loss. Subsequent recoveries of amounts previously written off are credited against the same line item.

(iii) Other receivables

Other receivables mainly include amounts loans to related parties, deposits and others. All of the Group's financial assets at amortised cost are measured as either 12-month expected credit losses or lifetime expected credit losses, depending on whether there has been a significant increase in credit risk since initial recognition as described in Note 22. Other receivables that are not credit-impaired on initial recognition are classified in stage 1 and the expected credit losses are measured as 12-month expected credit losses. If a significant increase in credit risk of other receivable has occurred since initial recognition, the financial asset is moved to stage 2 but is not yet deemed to be credit-impaired. The expected credit losses are measured as lifetime expected credit loss. If any financial asset is credit-impaired, it is then moved to stage 3 and the expected credit loss is measured as lifetime expected credit loss. Almost all of the Group's other receivables as at 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025 were classified in Stage 1. There is no other receivables classified in Stage 2. The amount of other receivables in Stage 3 is minimal.

Other receivables are written off when there is no reasonable expectation of recovery.

Impairment losses on other receivables are presented as net impairment reversal/(losses) within operating loss. Subsequent recoveries of amounts previously written off are credited against the same line item.


APPENDIX I

ACCOUNTANT'S REPORT

The loss allowances for other receivables as at the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025 reconcile to the opening loss allowances as follows:

The Group

Other Receivables
Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Opening loss allowance as at 1 January (173) (198) (242) (242) (177)
Impairment losses (recognised)/reversal – net (Note 11) (81) (54) (2,420) 42 (62)
Bad debt write-offs 56 10 2,485
Closing loss allowance as at 31 December and 31 March (198) (242) (177) (200) (239)

The Company

Other Receivables
Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Opening loss allowance as at 1 January (54,176) (59,353) (65,539) (65,539) (70,184)
Impairment losses (recognised)/reversal – net (10,480) (6,195) (7,069) 174 (1,420)
Bad debt write-offs 5,303 9 2,424
Closing loss allowance as at 31 December and 31 March (59,353) (65,539) (70,184) (65,365) (71,604)

(c) Liquidity

Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents. Due to the dynamic nature of the underlying businesses, the policy of the Group is to regularly monitor the Group's liquidity risk and to maintain adequate cash and cash equivalents to meet the Group's liquidity requirements.

Maturities of financial liabilities

The table below analyses the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Less than 1 year Between 1 and 2 years Between 2 and 5 years Total
RMB'000 RMB'000 RMB'000 RMB'000
As at 31 December 2022
Borrowings (including interest payables) 263,013 263,013
Trade payables (Note 31) 351,735 351,735
Other payables and accruals (excluding salaries and welfare payables and VAT and other taxes payables) (Note 32) 3,942 3,942
Lease liabilities 7,599 5,225 12,824
Total 626,289 5,225 631,514

APPENDIX I

ACCOUNTANT'S REPORT

Less than 1 year Between 1 and 2 years Between 2 and 5 years Total
RMB'000 RMB'000 RMB'000 RMB'000
As at 31 December 2023
Borrowings (including interest payables) 279,972 - - 279,972
Trade payables (Note 31) 296,529 - - 296,529
Other payables and accruals (excluding salaries and welfare payables and VAT and other taxes payables) (Note 32) 19,515 - - 19,515
Lease liabilities 7,986 3,409 1,848 13,243
Total 604,002 3,409 1,848 609,259
Less than 1 year Between 1 and 2 years Between 2 and 5 years Total
RMB'000 RMB'000 RMB'000 RMB'000
As at 31 December 2024
Borrowings (including interest payables) 395,983 - - 395,983
Trade payables (Note 31) 324,921 - - 324,921
Other payables and accruals (excluding salaries and welfare payables and VAT and other taxes payables) (Note 32) 14,080 - - 14,080
Lease liabilities 8,691 5,846 589 15,126
Total 743,675 5,846 589 750,110
Less than 1 year Between 1 and 2 years Between 2 and 5 years Total
RMB'000 RMB'000 RMB'000 RMB'000
As at 31 March 2025
Borrowings (including interest payables) 458,248 - - 458,248
Trade payables (Note 31) 367,837 - - 367,837
Other payables and accruals (excluding salaries and welfare payables and VAT and other taxes payables) (Note 32) 12,376 - - 12,376
Lease liabilities 10,959 8,546 1,357 20,862
Total 849,420 8,546 1,357 859,323

3.2 Capital management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for equity holders and to maintain an optimal capital structure to reduce the cost of capital.

The Group monitors capital by regularly reviewing the capital structure. As a part of this review, management of the Company considers the cost of capital and the risks associated with the issued share capital. The Group may adjust the amounts of dividends paid to equity holders, return capital to equity holders, issue new shares or repurchase the Company's shares. Cash flow is managed at Group level by finance department. Group finance monitors the Group's liquidity requirements to ensure that it has sufficient cash to meet operational needs. As a result, measurement of capital management is not a tool currently used in the internal management reporting procedures of the Group.


APPENDIX I

ACCOUNTANT'S REPORT

3.3 Fair value estimation

(a) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value in the statements of financial position. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standards.

  • Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
  • Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
  • Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

The following table presents the Group's assets and liabilities that are measured at fair value as at 31 December 2022, 2023, 2024 and 31 March 2025.

Level 1 Level 2 Level 3 Total
RMB'000 RMB'000 RMB'000 RMB'000
As at 31 December 2022
Assets
Financial assets at FVPL (Note 23) - - 31,983 31,983
Level 1 Level 2 Level 3 Total
RMB'000 RMB'000 RMB'000 RMB'000
As at 31 December 2023
Assets
Financial assets at FVPL (Note 23) - - 1,506 1,506
Level 1 Level 2 Level 3 Total
RMB'000 RMB'000 RMB'000 RMB'000
As at 31 December 2024
Assets
Financial assets at FVOCI (Note 24) - - 28,578 28,578
Level 1 Level 2 Level 3 Total
RMB'000 RMB'000 RMB'000 RMB'000
As at 31 March 2025
Assets
Financial assets at FVOCI (Note 24) - - 35,031 35,031

The Group's policy is to recognise transfers into and out of fair value hierarchy levels as at the end of each reporting period.


APPENDIX I

ACCOUNTANT'S REPORT

(b) Valuation process and technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

  • Quoted market prices or dealer quotes for similar instruments; and
  • Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

There were no changes in valuation techniques during the Track Record Period.

The fair value of trade and notes receivables, other receivables, cash and cash equivalents and restricted cash approximated their carrying amounts.

The fair value of trade payables, other payables and accruals (excluding salaries and welfare payables and VAT and other taxes payables), current borrowings, and lease liabilities approximated their carrying amounts.

(c) Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025:

Financial assets at FVPL Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
As at 1 January 1,410 31,983 1,506 1,506 -
Acquisitions 257,100 116,200 42,000 42,000 -
Disposals (227,322) (147,083) (43,578) (41,571) -
Fair value changes (Note 7) 795 406 72 65 -
As at 31 December and 31 March 31,983 1,506 - 2,000 -
Financial assets at FVOCI Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
- Investment in an unlisted entity
As at 1 January - - - - 16,452
Acquisitions - - 15,600 - -
Fair value changes (Note 24) - - 852 - -
As at 31 December and 31 March - - 16,452 - 16,452
- Notes receivables
As at 1 January - - - - 12,126
Acquisitions - - 38,926 - 26,475
Disposals - - (26,800) - (20,022)
As at 31 December and 31 March - - 12,126 - 18,579

APPENDIX I

ACCOUNTANT'S REPORT

(d) There were no transfers between levels 1, 2 and 3 for recurring fair value measurements during the Track Record Period.

(e) Valuation inputs and relationships to fair value

The following table summarizes the quantitative information about the significant unobservable inputs used in recurring level 3 fair value measurements.

As at 31 December 2022

Description Fair value Unobservable inputs Range of inputs Relationship of unobservable inputs to fair value
RMB'000
Wealth management products 31,983 Expected rate of return 0.26%-0.90% The higher the expected rate of return, the higher the fair value

As at 31 December 2023

Description Fair value Unobservable inputs Range of inputs Relationship of unobservable inputs to fair value
RMB'000
Wealth management products 1,506 Expected rate of return 0.18%-0.90% The higher the expected rate of return, the higher the fair value

As at 31 December 2024

Description Fair value Unobservable inputs Range of inputs Relationship of unobservable inputs to fair value
RMB'000
Investment in an unlisted entity at financial assets at FVOCI 16,452 Expected volatility 55.24% The higher the expected volatility, the lower the fair value
Risk-free rate 1.09% The higher the risk-free rate, the higher the fair value
Notes receivables 12,126 Discount rate 1.68%-1.69% The higher the discount rate, the lower the fair value

As at 31 March 2025

Description Fair value Unobservable inputs Range of inputs Relationship of unobservable inputs to fair value
RMB'000
Investment in an unlisted entity at financial assets at FVOCI 16,452 Expected volatility 55.42% The higher the expected volatility, the lower the fair value
Risk-free rate 1.54% The higher the risk-free rate, the higher the fair value
Notes receivables 18,579 Discount rate 1.91%-2.03% The higher the discount rate, the lower the fair value

APPENDIX I

ACCOUNTANT'S REPORT

As at 31 December 2022 and 2023, if expected rate of return were increased/decreased by 0.5%, fair value of financial assets at FVPL would have been approximately RMB160,000 and RMB8,000 higher/lower respectively.

As at 31 December 2024 and 31 March 2025, if the expected volatility had been higher/lower by 5%, the fair value of investment in an unlisted entity at financial assets at FVOCI would have been approximately RMB10,000 and RMB10,000 lower/higher respectively. The impact of risk-free rate to the fair value of investment in an unlisted entity at financial assets at FVOCI is immaterial.

As at 31 December 2024 and 31 March 2025, if the discount rate had been higher/lower by 0.5%, the fair value of notes receivables at FVOCI would have been approximately RMB21,000 and RMB34,000 lower/higher respectively.

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS IN APPLYING MATERIAL ACCOUNTING POLICIES

The preparation of Historical Financial Information requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Group's accounting policies.

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(a) Impairment of financial assets

The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group's past history, existing market conditions, as well as forward-looking estimates at the end of each reporting period. Details of the key assumptions and inputs used are disclosed in the tables in Note 3.1(b).

(b) Inventory provision

Inventories are stated at the lower of cost and net realizable value. The 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. Even though the management of the Group has made the best estimate about the inventory write-down loss predicted to occur and provided allowance for write-down, the write-down assessment may still be significantly changed due to the change of market situations.

(c) Income taxes and deferred taxations

There are many transactions and events for which the ultimate tax determination is uncertain during the ordinary course of business. Significant judgments are required from the Group in determining the provisions for income taxes. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred income tax provisions in the period in which such determination is made.

The Group recognise deferred income tax assets based on estimates that it is probable to generate sufficient taxable profits in the foreseeable future against which the deductible losses will be utilised. The recognition of deferred income tax assets mainly involves management's judgments and estimations about the timing and the amount of taxable profits of the companies who has tax losses.

(d) Warranty provisions

Provision for product warranties granted by the Group in respect of certain products are recognised based on sales volume and past experience of the level of repair and returns, discounted to their present values as appropriate. Factors that affect the Group's warranty liability include the number of products sold under warranty, historical and anticipated rates of warranty claim on those products, and cost per claim to satisfy the warranty obligation. The estimation basis is reviewed on an on-going basis and revised where appropriate.


APPENDIX I

ACCOUNTANT'S REPORT

(e) Recoverability of non-financial assets

The Group tests annually whether non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amounts have been determined based on value-in-use calculations or fair value less costs to disposal. These calculations require the use of judgments and estimates.

Judgment is required to determine key assumptions adopted in the valuation models for impairment review purpose. Changing the assumptions selected by management in assessing impairment could materially affect the result of the impairment test and as a result affect the Group's financial condition and results of operations. If there is a significant adverse change in the key assumptions applied, it may be necessary to recognize impairment charge in profit or loss (Note 15).

  1. REVENUE AND SEGMENT INFORMATION

(a) Description of segments and principal activities

During the Track Record Period, the Group is engaged in the provision of the following goods and services: (i) production, research and development and sales of EV chargers and related parts; and (ii) EV chargers installation services, after-sales services and others in the PRC. The executive directors of the Company review the operating results of the Group's business as one operating segment to make strategic decisions and resources allocation. Therefore, the Group regards that there is only one business segment which is used to make strategic decisions.

Geographical information

The Group's principal market, majority of revenue, operating assets and non-current assets are derived from/located in the PRC. Accordingly, no geographical segment information is presented.

(b) Revenue during the Track Record Period

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Type of revenue:
Sales of products 407,434 320,943 304,537 76,365 145,521
Provision of services 289,626 349,790 288,871 79,337 71,581
697,060 670,733 593,408 155,702 217,102

(c) Contract liabilities

The Group recognised the following contract liabilities related to the contracts with customers:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Current contract liabilities 5,375 10,526 12,829 10,225

Contract liabilities of the Group mainly arise from the advance payments made by customers while the underlying services or goods are yet to be provided.


APPENDIX I

ACCOUNTANT'S REPORT

Revenue recognised in relation to contract liabilities

The following table shows how much of the revenue recognised during the Track Record Period relates to carried-forward contract liabilities.

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Revenue recognised that was included in the contract liabilities balance at the beginning of the year/period . . 1,308 5,375 10,526 6,639 9,078

The Group does not have any long-term revenue contracts and there were no unsatisfied performance obligations to which the transaction price should be allocated as at 31 December 2022, 2023, 2024 and 31 March 2025.

(d) Information about major customers

For the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025, revenue derived from customers who accounted for more than $10\%$ of the Group's total revenue was set out below:

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Customer 1 38.32% 32.00% 24.96% 23.41% 16.13%
Customer 2 10.72% 10.82% 12.43% 23.30% 12.36%
Customer 3 N/A 15.42% N/A N/A N/A

N/A: The customer contributed less than $10\%$ of total revenue for the corresponding year/period.

(e) Revenue recognition

Revenue is recognised when or as the control of the goods or services is transferred to a customer. A customer is the party that contracts with the Group to purchase goods or services which are the output of the Group's ordinary activities in exchange for consideration.

Contracts with customers may include multiple performance obligations. A performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services to the customer. A good or service is distinct if the customer can benefit from it on its own or with resources readily available to the customer and the promise to transfer the good or service is separately identifiable from other promises in the contract. For such arrangements, the Group allocates revenue to each performance obligation based on its relative standalone selling price. The Group generally determines standalone selling prices based on the prices charged to customers. If the standalone selling price is not directly observable, it is estimated using the expected cost plus a margin or adjusted market assessment approach, depending on the availability of observable information. Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation, and changes in judgments on these assumptions and estimates may impact the revenue recognition.

When either party to a contract has performed, the Group presents the contract on the consolidated statements of financial position as a contract asset or a contract liability, depending on the relationship between the entity's performance and the customer's payment.

If a customer pays consideration or the Group has a right to an amount of consideration that is unconditional, before the Group transfers a good or service to the customer, the Group presents the contract liability when the payment is made or a receivable is recorded (whichever is earlier). A contract liability is the Group's obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer.


APPENDIX I

ACCOUNTANT'S REPORT

The revenue is measured at the transaction price agreed under the contract. Amounts disclosed as revenue are net of return, trade allowances and amounts collected on behalf of third parties.

The accounting policies for the Group's principal revenue sources are as follows:

(i) Sales of products

The Group manufactures and sells EV chargers and related parts in the market, and generates revenue from sales of EV chargers, accessories, electrical cables, and other related products.

The revenue for sales of products mentioned above is recognised at a point in time when the control of the products mentioned above are transferred to the customer. Specifically, sales are recognised when the products have been shipped to the specific location in accordance with the sales contract and the customers have inspected and accepted the products.

The standard warranty provided by the Group, including free assistance service for hardware quality problems, is accounted for as provisions, and the estimated costs are recorded as a liability when the Group transfers the control of products to a customer.

(ii) Provision of services

Services mainly comprise EV chargers installation services, after-sales services and others in the PRC.

Since services are usually completed within a short period of time, the revenue generated from the services mentioned above is recognised upon completion of the services.

  1. OTHER INCOME
Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Government grants 3,150 6,713 6,089 808 3,123

During the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025, the government grants mainly include financial subsidies from local government authorities with certain specified conditions, as well as the amortisation of deferred government grants. There are no unfulfilled conditions or other contingencies attaching to the grants recognised.

  1. OTHER GAINS/(LOSSES) - NET
Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Net fair value gains on financial assets at FVPL (Note 23) 795 406 72 65 -
Net (losses)/gain on disposals of property, plant and equipment and intangible assets (349) (111) (33) (2) 104
Others 311 (697) (995) 109 (263)
757 (402) (956) 172 (159)

APPENDIX I

ACCOUNTANT'S REPORT

  1. EXPENSES BY NATURE
Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Changes in finished goods (Note 20) (16,619) (29,269) (2,178) (8,014) 5,080
Raw materials and consumables used 282,084 233,264 218,275 51,077 98,441
Outsourced installation cost 220,853 268,858 247,856 61,306 63,535
Employee benefit expenses (Note 9) 99,881 119,233 134,759 31,381 32,438
Warranty expenses (Note 34) 25,994 17,948 18,637 2,642 6,530
Depreciation and amortisation (Note 15, 16, 17) 13,696 17,622 23,392 6,897 5,913
E-commerce platform service fee 10,806 19,583 26,222 5,154 3,281
Freight expenses 13,665 11,452 7,974 2,579 3,055
Provision against inventories (Note 20) 716 2,738 1,749 4,226 (2,404)
Outsourced service fee 14,450 16,482 24,131 3,320 4,839
Design and development fees 6,916 8,066 10,682 1,709 1,219
Legal, consulting and other professional fees 7,127 7,793 3,550 1,422 1,456
Entertainment expenses 3,466 5,008 4,452 981 528
Expenses relating to short-term leases (Note 16) 3,009 3,612 5,444 633 1,362
Auditor's remuneration 1,484 1,132 99 50 45
Listing expenses - 5,372 21,484 14,151 1,270
Others 22,867 29,526 32,473 5,953 4,934
710,395 738,420 779,001 185,467 231,522
  1. EMPLOYEE BENEFIT EXPENSES
Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Wages, salaries and bonuses. 80,268 93,143 102,727 24,327 25,284
Pension obligations, housing funds, medical insurances and other social insurances (a) 18,226 22,229 24,928 6,076 6,274
Other employee benefits (b). 1,273 3,450 3,099 694 537
Termination benefit - - 3,585 179 238
Share-based payment expenses (Note 29) 114 411 420 105 105
99,881 119,233 134,759 31,381 32,438

APPENDIX I

ACCOUNTANT'S REPORT

(a) Pension obligations, housing funds, medical insurances and other social insurances

Full time employees of the Group in the PRC are members of a state-managed retirement benefit schemes operated by the PRC government. The Group is required to contribute a specified percentage of payroll costs, subject to certain ceiling, as determined by local government authority to the pension obligations, housing funds, medical insurances and other social insurances to fund the benefits. The Group's liabilities in respect of benefits schemes are limited to the contribution payable in each year.

No forfeited contributions were utilised during the Track Record Period to offset the Group's contribution to the abovementioned retirement benefit schemes.

(b) Other employee benefits

Other employee benefits mainly include meal, traveling and other allowances.

(c) Five highest paid employees

The five individuals whose emoluments were the highest in the Group for the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025 include 2, 2, 2, 1 and 2 directors respectively, whose emoluments are disclosed in the Note 42. The emoluments payable to the remaining 3, 3, 3, 4 and 3 highest paid individuals during the Track Record Period are as follows:

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Wages, salaries and bonuses... 1,793 2,558 2,762 932 748
Pension obligations, housing funds, medical insurances and other social insurances... 309 392 290 109 36
Other employee benefits... 16 206 71 - -
Share-based payment expenses... 18 150 115 23 -
2,136 3,306 3,238 1,064 784

The remaining highest paid individuals fell within the following bands:

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Emolument bands (in HK dollar).
Nil – 1,000,000 3 1 - 4 3
1,000,001 to 1,500,000 - 2 3 - -
3 3 3 4 3
- - - - -

APPENDIX I

ACCOUNTANT'S REPORT

10. FINANCE COSTS - NET

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Finance income
Interest income from bank deposits 1,416 2,049 1,051 306 69
Finance costs
Interest expenses on lease liabilities (Note 16) (554) (487) (561) (146) (222)
Interest expenses on financial instruments with preferred rights at amortised cost (Note 36) (6,194) - - - -
Interest expenses on borrowings (7,590) (9,617) (13,460) (2,949) (3,647)
Total finance costs (14,338) (10,104) (14,021) (3,095) (3,869)
Finance costs - net (12,922) (8,055) (12,970) (2,789) (3,800)

11. NET IMPAIRMENT (LOSSES)/REVERSAL ON FINANCIAL ASSETS

Year ended 31 December Three months ended 31 December
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Impairment (losses)/reversal – net:
- trade and notes receivables. (6,619) 259 (36,066) 1,846 (98)
- other receivables. (81) (54) (2,420) 42 (62)
(6,700) 205 (38,486) 1,888 (160)

12. INCOME TAX CREDIT/(EXPENSE)

Year ended 31 December Three months ended 31 December
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Current income tax expense (3,952) (9,192) (8,047) (3,186) (2,085)
Deferred income tax (Note 37) 7,855 20,302 4,066 1,372 423
3,903 11,110 (3,981) (1,814) (1,662)

The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred income tax assets and liabilities attributable to temporary differences and to unused tax losses.


APPENDIX I

ACCOUNTANT'S REPORT

(a) Current income tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.

(b) Deferred income tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Historical Financial Information. However, deferred income tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled.

Deferred income tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred income tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset where there is a legally enforceable right to offset current income tax assets and liabilities and where the deferred income tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred income tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.

(c) Income tax rates

Taxes on profits assessable have been calculated at the rates of tax prevailing in the jurisdictions in which relevant entities operate.

(i) PRC corporate income tax ("PRC CIT")

The Company and its subsidiaries in the PRC are subject to PRC CIT which is calculated based on the applicable tax rate of 25% on the assessable profits of the subsidiaries in accordance with PRC tax laws and regulations for the Track Record Period, except for disclosed below.

The Company obtained High and New Technology Enterprises ("HNTE") status in year 2019 and was entitled to a preferential income tax rate of 15% for a three-year period commencing 2019. In 2022, the Company succeeded the renewal of the qualification for HNTE and is therefore subject to a preferential income tax rate of 15% for another three-year period commencing 2022. In addition, the Group's subsidiary, Anhui Zhida Zhongding Automobile Charging Equipment Co., Ltd. 安徽摯達中鼎汽車充電設備有限公司 was qualified as HNTE in 2021, for a term of three years.

  • I-38 -

APPENDIX I

ACCOUNTANT'S REPORT

According to a policy promulgated by the State Tax Bureau of the PRC and effective from 2018 onwards, enterprises engaged in R&D activities are entitled to claim an additional tax deduction amounting to 75% of the qualified R&D expenses incurred in determining its tax assessable profits for that year (“Super-Deduction”). Starting from 1 October 2022, the additional super-deduction ratio increased to 100%.

The Group's subsidiary, Fujian Sanming Zhida Technology Co., Ltd. 福建三明市黎達科技有限責任公司 was qualified as "Small Low-Profit Enterprise" during the year ended 31 December 2022. The Group's subsidiary, Anhui Zhida Zhongding Automobile Charging Equipment Co., Ltd. 安徽黎達中鼎汽車充電設備有限公司 was qualified as "Small Low-Profit Enterprise" during the years ended 31 December 2022 and 2023. The Group's subsidiary, Sanming Xunda New Energy Automobile City Operation Co., Ltd. 三明訊達新能源汽車城市運營有限公司 was qualified as "Small Low-Profit Enterprise" during the years ended 31 December 2022, 2023, 2024 and the three months ended 31 March 2025. The entitled subsidiaries are subject to an effective preferential income tax rate of 2.5% on the taxable profit for those qualified years.

(ii) Singapore corporate income tax (“Singapore CIT”)

The Group's subsidiary in Singapore are subject to Singapore CIT which is calculated based on the applicable tax rate of 17% on the assessable profits of the subsidiaries in accordance with Singapore tax laws and regulations for the Track Record Period.

(iii) Thailand corporate income tax (“Thailand CIT”)

The Group's subsidiaries in Thailand are subject to Thailand CIT which is calculated based on the applicable tax rate of 20% on the assessable profits of the subsidiaries in accordance with Thailand tax laws and regulations for the Track Record Period.

The difference between the actual income tax expense charged to the consolidated statements of profit or loss and the amounts which would result from applying the enacted tax rates to profit before income tax can be reconciled as follows:

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Loss before income tax. (29,050) (69,226) (231,916) (29,686) (15,416)
Income tax credit computed at the applicable income tax rate of 25% 7,263 17,306 57,979 7,422 3,854
Tax effects of:
Preferential tax rates (4,344) (10,106) (24,740) (2,267) (3,019)
Super deduction in respect of R&D expenditures 4,356 7,102 5,087 818 983
Expenses not deductible for taxation purposes (1,750) (925) (250) (61) (20)
Tax losses and deductible temporary differences for which no deferred income tax asset was recognised (1,622) (2,267) (42,057) (7,726) (3,460)
Income tax (credit)/expense 3,903 11,110 (3,981) (1,814) (1,662)

– I-39 –


APPENDIX I

ACCOUNTANT'S REPORT

13. LOSS PER SHARE

(a) Basic loss per share

Basic loss per share for the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025 are calculated by dividing the loss attributable to the Company's equity/shareholders by the weighted average number of ordinary shares in issue during the year.

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
(Unaudited)
Loss attributable to owners of the Company (RMB'000) (26,306) (58,538) (238,842) (31,440) (17,050)
Weighted average number of ordinary shares in issue (thousand shares) 49,767 52,527 52,618 52,527 53,587
Basic earnings per share (expressed in RMB per share) (0.53) (1.11) (4.54) (0.60) (0.32)

(i) The weighted average number of ordinary shares in issue before the Company's conversion into a joint stock limited company was determined assuming the paid-in capital (including those with preferred rights before the termination of such rights (Note 36) for the purpose of calculating the number of ordinary shares) had been fully converted into the Company's share capital at the same conversion ratio of 1:1 as upon conversion into joint stock company in February 2022.

(b) Diluted loss per share

Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. During the Track Record Period, the Group had potential ordinary shares, including financial instruments with preferred rights (Note 36) and restricted shares issued under the Company's share incentive plan (Note 29). As the Group incurred losses for the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025, the potential ordinary shares were not included in the calculation of diluted loss per share as their inclusion would be anti-dilutive. Accordingly, diluted loss per share for the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025 are the same as basic loss per share of the respective years/periods.


APPENDIX I

ACCOUNTANT'S REPORT

14. SUBSIDIARIES

(a) Subsidiaries of the Company

As at the date of this report, the Company has direct or indirect interests in the following subsidiaries:

Name of entity Date of incorporation Place of incorporation/ operation Registered share capital Effective interest held by the Group Principal activities
As at 31 December As at 31 March As at the date of this report
2022 2023 2024 2025
Directly held:
Shanghai Zhida Technology Service Co., Ltd. 上海黎達技術服務有限公司 (i) 7 July 2008 Shanghai, China RMB8,500,000 100% 100% 100% 100% 100% 100% Sales of products and services
Shanghai Zhida Mechanical and Electrical Engineering Co., Ltd. 上海黎達機電工程有限公司 (i) 22 October 2014 Shanghai, China RMB8,000,000 100% 100% 100% 100% 100% 100% Sales of products and services
Anhui Zhida Zhongding Automobile Charging Equipment Co., Ltd. 安徽黎達中鼎汽車充電設備有限公司 (ii) (vi) 26 January 2015 Anhui, China RMB10,000,000 70% 70% 100% 100% 100% 100% EV chargers manufacturing
Shanghai Zhuangdaojia Network Technology Co., Ltd. 上海椿到家網絡科技有限公司 (i) (ix) 15 September 2015 Shanghai, China RMB10,000,000 100% 100% 100% 100% 100% 100% Community shared charging service

APPENDIX I

ACCOUNTANT'S REPORT

Effective interest held by the Group

Name of entity Date of incorporation Place of incorporation/ operation Registered share capital As at 31 December As at 31 March Principal activities
2022 2023 2024 2025 As at the date of this report
Electric Jike (Shanghai) Network Technology Co., Ltd. 電動集客(上海)網路科技有限公司(i)(vii) 14 October 2015 Shanghai, China RMB10,000,000 N/A, deregistered N/A, deregistered N/A, deregistered N/A, deregistered N/A, deregistered Research and development of products
Shanghai Zhida New Energy Technology Co., Ltd. 上海摯達新能源科技有限公司(i)(viii) 23 June 2016 Shanghai, China RMB20,000,000 100% 100% N/A, deregistered N/A, deregistered N/A, deregistered EV chargers and service sales, research and development
Wuxi Zhida IOT Technology Co., Ltd. 無錫摯達物聯科技有限公司(iii) 29 September 2017 Wuxi, China RMB10,000,000 100% 100% 100% 100% 100% Sales, research and development of products
Anqing Zhida Intelligent Charging Equipment Co., Ltd. 安慶摯達智能充電設備有限公司(ii) 18 August 2021 Anqing, China RMB70,000,000 100% 100% 100% 100% 100% Manufacturing of products
Fujian Sanming Zhida Technology Co., Ltd. 福建三明市摯達科技有限責任公司(i) 27 January 2022 Fujian, China RMB5,000,000 100% 100% 100% 100% 100% Electrical cables and installation and after-sales services
ZD Energy Pte. Ltd. (iv) 7 July 2022 Singapore SGD8,000,000 100% 100% 100% 100% 100% Sales of products and services
Zhida Smart Energy Technology (Jiaxing) Co., Ltd. 摯達智慧能源科技(嘉興)有限公司(x) 17 December 2024 Zhejiang, China RMB10,000,000 N/A N/A 100% 100% 100% Manufacturing of products

APPENDIX I

ACCOUNTANT'S REPORT

Name of entity Date of incorporation Place of incorporation/ operation Registered share capital Effective interest held by the Group
As at 31 December As at 31 March Principal activities
2022 2023 2024 2025 As at the date of this report
Wuxi Zhida Automotive Products Co., Ltd. 無錫摯達車品有限公司(xi) 5 March 2025 Jiangsu, China RMB1,000,000 N/A N/A N/A 100% 100% Sales of products and services
Indirectly held: Sanming Xunda New Energy Automobile City Operation Co., Ltd. 三明洪達新能源汽車城市運營有限公司 (i) 30 March 2016 Fujian, China RMB10,000,000 55% 55% 55% 55% 55% Community shared charging services
ZD Energy (Thailand) Co., Ltd. (iv) (v) 27 July 2023 Thailand THB 125,080,000 N/A 100% 99% 99% 99% Manufacturing of charging devices for electronic vehicles
ZD Trading (Thailand) Co., Ltd. (iv) (v) 23 August 2023 Thailand THB 157,400,000 N/A 100% 99% 99% 99% Wholesale of products
ZD Energy (Hong Kong) Co., Ltd. (iv) 27 May 2024 Hong Kong HKD10,000 N/A N/A 100% 100% 100% Wholesale of products

(i) No audited financial statements have been prepared for these companies for the years ended 31 December 2022, 2023 and 2024, as these entities were not subject to any statutory audit requirements under the relevant rules and regulations in the jurisdiction of incorporation.

(ii) The financial statements of these companies for the years ended 31 December 2022 was audited by Rongcheng Certified Public Accountants LLP Xiamen Branch容誠會計師事務所(特殊普通合夥)廈門分所, certified public accountants registered in the PRC. The financial statements of these companies for the year ended 31 December 2023 were audited by Anhui Yichuan Certified Public Accountants (General Partnership) 安徽盥川會計師事務所(普通合夥), certified public accountants registered in the PRC. The financial statements of these companies for the year ended 31 December 2024 were audited by Shanghai Daohe Certified Public Accountants' firm (General Partnership)上海道和會計師事務所(普通合夥), certified public accountants registered in the PRC.


APPENDIX I

ACCOUNTANT'S REPORT

(iii) The financial statements of the company for the years ended 31 December 2022 was audited by Wuxi Taihu Certified Public Accountants Co. Ltd. 無錫太湖會計師事務所有限責任公司, certified public accountants registered in the PRC. The financial statements of the company for the year ended 31 December 2023 were audited by Shenzhen Guoxintai Certified Public Accountants' firm (General Partnership)深圳國信泰會計師事務所(普通合夥), certified public accountants registered in the PRC. The financial statements of the company for the year ended 31 December 2024 were audited by Shanghai Daohe Certified Public Accountants' firm (General Partnership) 上海道和會計師事務所(普通合夥), certified public accountants registered in the PRC.

(iv) No audit of statutory financial statements was performed for these subsidiaries as they are newly incorporated and are not required to issue audited financial statements under local statutory requirements of their respective places of incorporation.

(v) As at the date of this report, ZD Energy (Thailand) Co., Ltd. was held by ZD Energy Pte. Ltd. as to 99% and by Mr. An-Nan Hsieh, as to 1%. ZD Trading (Thailand) Co., Ltd. was held by ZD Energy Pte. Ltd. as to 99.97% and by ZD Energy (Thailand) Co., Ltd. as to 0.03%.

(vi) In August 2024, the Company acquired 30% shareholding of Anhui Zhida Zhongding Automobile Charging Equipment Co., Ltd. 安徽摯達中鼎汽車充電設備有限公司 from Anhui Zhongding Sealing Parts Co., Ltd. 安徽中鼎密封件股份有限公司, the minority shareholder. After this transaction, the Company held 100% interest of the entity.

(vii) Electric Jike (Shanghai) Network Technology Co., Ltd. 電動集客(上海)網路科技有限公司 was deregistered on 29 September 2022.

(viii) Shanghai Zhida New Energy Technology Co., Ltd. 上海摯達新能源科技有限公司 was deregistered on 19 January 2024.

(ix) On 10 February 2025, Shanghai Zhida New Energy Automobile Public Supporting Development Co., Ltd. 上海摯達新能源汽車公共配套發展有限公司 was renamed to Shanghai Zhuangdaojia Network Technology Co., Ltd. 上海椿到家網絡科技有限公司.

(x) On 17 December 2024, the company established a new subsidiary named Zhida Smart Energy Technology (Jiaxing) Co., Ltd. 摯達智慧能源科技(嘉興)有限公司.

(xi) On 5 March 2025, the company established a new subsidiary named Wuxi Zhida Automotive Products Co., Ltd. 無錫摯達車品有限公司.

  • I-44 -

APPENDIX I

ACCOUNTANT'S REPORT

(b) Investments in subsidiaries – the Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Investments in subsidiaries 102,702 142,399 176,199 176,392
Deemed investment in relation to share-based compensation. 12 58 104 115
102,714 142,457 176,303 176,507
  1. PROPERTY, PLANT AND EQUIPMENT

The Group

Machinery and molds Vehicles Electronic equipment and others Leasehold improvements Construction in progress (“CIP”) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022
Cost 28,643 2,526 7,362 3,260 41,791
Accumulated depreciation (14,726) (1,844) (4,766) (2,511) (23,847)
Net book amount 13,917 682 2,596 749 17,944
Year ended 31 December 2022
Opening net book amount 13,917 682 2,596 749 17,944
Additions 3,697 60 2,489 5,572 9,959 21,777
Transfers 2,788 287 3,047 (6,122)
Disposals (177) (63) (17) (670) (927)
Depreciation charge (Note 8) (5,565) (199) (1,288) (698) (7,750)
Closing net book amount 14,660 480 4,067 8,670 3,167 31,044
As at 31 December 2022
Cost 33,781 2,268 9,967 11,877 3,167 61,060
Accumulated depreciation (19,121) (1,788) (5,900) (3,207) (30,016)
Net book amount 14,660 480 4,067 8,670 3,167 31,044

APPENDIX I

ACCOUNTANT'S REPORT

Machinery and molds Vehicles Electronic equipment and others Leasehold improvements Construction in progress (“CIP”) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Year ended 31 December 2023
Opening net book amount . 14,660 480 4,067 8,670 3,167 31,044
Additions . 7,224 814 2,070 2,034 7,314 19,456
Transfers . 5,705 336 4,430 (10,471)
Disposals . (1,644) (99) (105) (8) (1,856)
Depreciation charge (Note 8) (3,590) (252) (1,673) (2,844) (8,359)
Closing net book amount . 22,355 943 4,695 12,290 2 40,285
As at 31 December 2023
Cost . 44,855 2,762 12,057 18,341 2 78,017
Accumulated depreciation . (22,500) (1,819) (7,362) (6,051) (37,732)
Net book amount . 22,355 943 4,695 12,290 2 40,285
Year ended 31 December 2024
Opening net book amount . 22,355 943 4,695 12,290 2 40,285
Additions . 2,776 579 6,621 918 4,393 15,287
Transfers . 337 3,254 (3,591)
Disposals . (63) (25) (2) (90)
Depreciation charge (Note 8) (4,321) (296) (2,201) (4,332) (11,150)
Exchange adjustments . 22 3 111 136
Closing net book amount . 21,106 1,229 9,201 12,130 802 44,468
As at 31 December 2024
Cost . 47,729 3,344 18,590 22,513 802 92,978
Accumulated depreciation . (26,623) (2,115) (9,389) (10,383) (48,510)
Net book amount . 21,106 1,229 9,201 12,130 802 44,468
Three months ended 31 March 2025
Opening net book amount . 21,106 1,229 9,201 12,130 802 44,468
Additions . 1,120 878 100 2,098
Transfers . 9 (9)
Disposals . (3) (781) (784)
Depreciation charge (Note 8) (1,060) (87) (662) (1,208) (3,017)
Exchange adjustments . 11 11
Closing net book amount . 21,172 1,142 9,428 10,922 112 42,776
As at 31 March 2025
Cost . 48,852 3,345 19,479 22,513 112 94,301
Accumulated depreciation . (27,680) (2,203) (10,051) (11,591) (51,525)
Net book amount . 21,172 1,142 9,428 10,922 112 42,776

– I-46 –


APPENDIX I

ACCOUNTANT'S REPORT

Machinery and molds Vehicles Electronic equipment and others Leasehold improvements Construction in progress (“CIP”) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Three months ended 31 March 2024 (Unaudited)
Opening net book amount . 22,355 943 4,695 12,290 2 40,285
Additions . 422 - 816 719 2,111 4,068
Transfers . - - - 867 (867) -
Disposals . (16) - - - (2) (18)
Depreciation charge (Note 8) . (1,017) (55) (436) (1,701) - (3,209)
Exchange adjustments . (4) - (2) - - (6)
Closing net book amount . 21,740 888 5,073 12,175 1,244 41,120
As at 31 March 2024 (Unaudited)
Cost . 45,224 2,762 12,851 19,927 1,244 82,008
Accumulated depreciation . (23,484) (1,874) (7,778) (7,752) - (40,888)
Net book amount . 21,740 888 5,073 12,175 1,244 41,120

(a) Depreciation expenses

Depreciation expenses have been charged to the consolidated statements of profit or loss as follows:

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cost of sales 4,389 4,066 5,642 1,918 1,560
Sales and marketing expenses 766 1,061 1,114 166 214
General and administrative expenses 1,860 2,339 3,644 907 1,085
Research and development expenses 735 893 750 218 158
7,750 8,359 11,150 3,209 3,017

(b) Depreciation methods and useful lives

All property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated using the straight-line method to allocate their costs to their residual values over their estimated useful lives as follows:

Machinery and molds 2-5 years

Vehicles 3-10 years

Electronic equipment and others 2-5 years

Leasehold improvements Estimated useful lives or remaining lease terms, whichever is shorter

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.


APPENDIX I

ACCOUNTANT'S REPORT

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (Note 46.4).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are recognised within "other gains/(losses) – net" included in the consolidated statements of profit or loss.

(c) Impairment tests for property, plant and equipment, right-of-use assets and intangible assets

As at December 31, As at March 31,
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Property, plant and equipment 31,044 40,285 44,468 42,776
Right-of-use assets 11,723 11,816 12,054 17,233
Intangible assets 6,336 16,274 16,505 17,214
49,103 68,375 73,027 77,223

Impairment review on the property, plant and equipment, right-of-use assets and intangible assets (collectively the "long-term operating assets") has been conducted by management of the Company as at 31 December 2022, 2023, 2024 and 31 March 2025 according to IAS 36 "Impairment of assets". Management considered that the long-term operating assets are all attributable to one cash generating unit ("CGU") which is the CGU for the sales of EV chargers and installation services. For the purpose of impairment review, the recoverable amount of the CGU is determined based on the higher amount of the fair value less cost of disposal ("FVLCD") and value-in-use calculations.

Based on the results of the abovementioned assessments as conducted by management and the independent external valuer, the directors of the Company concluded that no impairment loss on the aforementioned long-term operating assets are required to be recognized as at 31 December 2022, 2023, 2024 and 31 March 2025.

The following table sets out the key assumptions adopted by management in the impairment assessment:

Year ended 31 December 2022
Gross margin (%) 14.9% to 24.5%
Annual growth rate (%) -11.5% to 39.9%
Pre-tax discount rate (%) 14.5%
Year ended 31 December 2023
Gross margin (%) 14.9% to 24.5%
Annual growth rate (%) -11.5% to 39.9%
Pre-tax discount rate (%) 13.8%
Year ended 31 December 2024
Gross margin (%) 17.7% to 22.0%
Annual growth rate (%) 2.0% to 39.9%
Pre-tax discount rate (%) 12.8%
Three months ended 31 March 2025
Gross margin (%) 17.7% to 22.0%
Annual growth rate (%) 2.0% to 39.9%
Pre-tax discount rate (%) 12.8%

The budgeted gross margins used in the impairment testing, were determined by the management based on past performance and its expectation for market development. The expected revenue growth rate and gross margins are following the business projections approved by the Company's directors. Discount rates reflect market assessments of the time value and the specific risks relating to the industry.

The directors of the Company therefore concluded that any reasonably possible changes to the key assumption as adopted in the impairment assessment will not result in any impairment charge to be recognized.


APPENDIX I

ACCOUNTANT'S REPORT

The Company

Machinery and molds Vehicles Electronic equipment and others Leasehold improvements Construction in progress ("CIP") Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
As at 1 January 2022
Cost 11,702 626 5,082 384 - 17,794
Accumulated depreciation (5,765) (433) (3,262) (147) - (9,607)
Net book amount 5,937 193 1,820 237 - 8,187
Year ended 31 December 2022
Opening net book amount 5,937 193 1,820 237 - 8,187
Additions 584 5 406 - 4,032 5,027
Transfers 43 - - 3,046 (3,089) -
Disposals (80) (11) (2) - (152) (245)
Depreciation charge (2,403) (97) (788) (216) - (3,504)
Closing net book amount 4,081 90 1,436 3,067 791 9,465
As at 31 December 2022
Cost 11,888 413 5,468 3,283 791 21,843
Accumulated depreciation (7,807) (323) (4,032) (216) - (12,378)
Net book amount 4,081 90 1,436 3,067 791 9,465
Year ended 31 December 2023
Opening net book amount 4,081 90 1,436 3,067 791 9,465
Additions 339 101 1,163 - 2,168 3,771
Transfers - - - 2,959 (2,959) -
Disposals (1,137) 22 (101) - - (1,216)
Depreciation charge (1,224) (68) (806) (1,456) - (3,554)
Closing net book amount 2,059 145 1,692 4,570 - 8,466
As at 31 December 2023
Cost 5,880 514 6,377 6,026 - 18,797
Accumulated depreciation (3,821) (369) (4,685) (1,456) - (10,331)
Net book amount 2,059 145 1,692 4,570 - 8,466
Year ended 31 December 2024
Opening net book amount 2,059 145 1,692 4,570 - 8,466
Additions 153 180 5,230 1 2,530 8,094
Transfers - - - 2,530 (2,530) -
Disposals (1) - (1) - - (2)
Depreciation charge (991) (45) (1,069) (2,529) - (4,634)
Closing net book amount 1,220 280 5,852 4,572 - 11,924
As at 31 December 2024
Cost 6,022 694 11,587 8,558 - 26,861
Accumulated depreciation (4,802) (414) (5,735) (3,986) - (14,937)
Net book amount 1,220 280 5,852 4,572 - 11,924
Three months ended 31 March 2025
Opening net book amount 1,220 280 5,852 4,572 - 11,924
Additions 3 - 21 - - 24
Depreciation charge (145) (16) (358) (712) - (1,231)
Closing net book amount 1,078 264 5,515 3,860 - 10,717

– I-49 –


APPENDIX I

ACCOUNTANT'S REPORT

Machinery and molds Vehicles Electronic equipment and others Leasehold improvements Construction in progress (“CIP”) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 March 2025
Cost 6,025 694 11,608 8,558 26,885
Accumulated depreciation (4,947) (430) (6,093) (4,698) (16,168)
Net book amount 1,078 264 5,515 3,860 10,717
Three months ended 31 March 2024 (Unaudited)
Opening net book amount 2,059 145 1,692 4,570 8,466
Additions 10 653 1 1,700 2,364
Transfers 867 (867)
Disposals (1) (1) (2)
Depreciation charge (255) (5) (188) (560) (1,008)
Closing net book amount 1,813 140 2,156 4,878 833 9,820
As at 31 March 2024 (Unaudited)
Cost 5,878 514 7,009 6,895 833 21,129
Accumulated depreciation (4,065) (374) (4,853) (2,017) (11,309)
Net book amount 1,813 140 2,156 4,878 833 9,820

16. LEASES

The Group

(a) Amounts recognised in the consolidated statements of financial position of the Group

As at 31 December As at 31 March
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Right-of-use assets
Buildings, factories and warehouses 11,620 11,816 12,054 17,233
Vehicles 103
11,723 11,816 12,054 17,233
Lease liabilities
Current lease liabilities 7,286 7,186 7,420 10,054
Non-current lease liabilities 5,119 4,839 5,825 8,669
12,405 12,025 13,245 18,723

Additions to the right-of-use assets during the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025 were approximately RMB10,805,000, RMB8,113,000, RMB10,245,000, RMB6,958,000 and RMB7,527,000, respectively.


APPENDIX I

ACCOUNTANT'S REPORT

(b) Amounts recognised in the consolidated statements of profit or loss

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Depreciation charge of right-of-use assets
- Cost of sales 906 1,379 2,744 445 877
- General and administrative expenses 4,310 6,641 6,314 2,510 1,228
- Research and development expenses - - 20 2 2
- Selling Expenses - - 929 205 241
5,216 8,020 10,007 3,162 2,348
Interest expense (Note 10) 554 487 561 146 222
Expense relating to short-term leases (included in cost of sales, sales and marketing expenses, general and administrative expenses, research and development expenses) (Note 8) 3,009 3,612 5,444 633 1,362

The total cash outflows of leases payments for the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025 were approximately RMB7,603,000, RMB12,105,000, RMB14,469,000, RMB3,449,000 and RMB3,411,000 respectively.

(c) The Group's leasing activities and how they are accounted for

The Group leases various buildings, factories and warehouses and vehicles. Rental contracts are typically made for fixed periods of one year to four years but may have extension options as described in (d) below.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Group:

  • where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received
  • uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, which does not have recent third-party financing, and
  • makes adjustments specific to the lease, e.g. term, country, currency and security.

If a readily observable amortizing loan rate is available to the individual lessee (through recent financing or market data) which has a similar payment profile to the lease, then the Group entities use that rate as a starting point to determine the incremental borrowing rate.

  • I-51 -

APPENDIX I

ACCOUNTANT'S REPORT

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

Payments associated with short-term leases of building are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less without a purchase option.

See Note 46.15 for the other accounting policies relevant to leases.

(d) Extension and termination options

Extension and termination options are included in a number of leases of buildings across the Group. These are used to maximize operational flexibility in terms of managing the assets used in the Group's operations. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor.

The Company

(a) Amounts recognised in the Company statements of financial position

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Right-of-use assets
Buildings and warehouses 5,656 5,432 4,583 8,794
Vehicles 102 - - -
5,758 5,432 4,583 8,794
Lease liabilities
Current lease liabilities 2,963 3,682 2,776 4,902
Non-current lease liabilities 3,071 1,981 2,260 4,159
6,034 5,663 5,036 9,061

17. INTANGIBLE ASSETS

The Group

Software License and others Total
RMB'000 RMB'000 RMB'000
As at 1 January 2022
Cost 3,476 4,310 7,786
Accumulated amortisation (1,441) (3,100) (4,541)
Net book amount 2,035 1,210 3,245
Year ended 31 December 2022
Opening net book amount 2,035 1,210 3,245
Additions 4,097 - 4,097
Disposals (276) - (276)
Amortisation charge (Note 8) (420) (310) (730)
Closing net book amount 5,436 900 6,336

APPENDIX I

ACCOUNTANT'S REPORT

Software License and others Total
RMB'000 RMB'000 RMB'000
As at 31 December 2022
Cost 7,115 4,310 11,425
Accumulated amortisation (1,679) (3,410) (5,089)
Net book amount 5,436 900 6,336
Year ended 31 December 2023
Opening net book amount 5,436 900 6,336
Additions 732 10,449 11,181
Amortisation charge (Note 8) (901) (342) (1,243)
Closing net book amount 5,267 11,007 16,274
As at 31 December 2023
Cost 7,847 14,759 22,606
Accumulated amortisation (2,580) (3,752) (6,332)
Net book amount 5,267 11,007 16,274
Year ended 31 December 2024
Opening net book amount 5,267 11,007 16,274
Additions 2,088 378 2,466
Amortisation charge (Note 8) (838) (1,397) (2,235)
Closing net book amount 6,517 9,988 16,505
As at 31 December 2024
Cost 9,934 15,138 25,072
Accumulated amortisation (3,417) (5,150) (8,567)
Net book amount 6,517 9,988 16,505
Three months ended 31 March 2025
Opening net book amount 6,517 9,988 16,505
Additions 1,257 - 1,257
Amortisation charge (Note 8) (254) (294) (548)
Closing net book amount 7,520 9,694 17,214
As at 31 March 2025
Cost 11,190 15,137 26,327
Accumulated amortisation (3,670) (5,443) (9,113)
Net book amount 7,520 9,694 17,214
Three months ended 31 March 2024 (Unaudited)
Opening net book amount 5,267 11,007 16,274
Additions 199 8 207
Amortisation charge (Note 8) (191) (335) (526)
Closing net book amount 5,275 10,680 15,955
As at 31 March 2024 (Unaudited)
Cost 8,045 14,768 22,813
Accumulated amortisation (2,770) (4,088) (6,858)
Net book amount 5,275 10,680 15,955

– I-53 –


APPENDIX I

ACCOUNTANT'S REPORT

(a) Amortization methods and periods

The Group amortises intangible assets with a limited useful life using the straight-line method over the following periods, according to their estimated useful lives:

Software. 2-10 years

License and others 10 years

(b) Amortisation expenses

Amortisation expenses have been charged to the consolidated statements of profit or loss as follows:

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Cost of sales 15 159 205 48 52
General and administrative expenses 640 848 836 207 165
Research and development expenses 75 236 1,194 271 331
730 1,243 2,235 526 548

See Note 46.5 for the other accounting policies relevant to intangible assets, and Note 46.6 for the Group's policy regarding impairment of non-financial assets.

The Company

Software License and others Total
RMB'000 RMB'000 RMB'000
As at 1 January 2022
Cost 1,368 1,260 2,628
Accumulated amortisation (390) (1,220) (1,610)
Net book amount 978 40 1,018
Year ended 31 December 2022
Opening net book amount 978 40 1,018
Additions 3,292 - 3,292
Disposals (275) - (275)
Amortisation charge (169) (6) (175)
Closing net book amount 3,826 34 3,860
As at 31 December 2022
Cost 4,208 1,260 5,468
Accumulated amortisation (382) (1,226) (1,608)
Net book amount 3,826 34 3,860
Year ended 31 December 2023
Opening net book amount 3,826 34 3,860
Additions 202 9,945 10,147
Amortisation charge (587) (8) (595)
Closing net book amount 3,441 9,971 13,412
As at 31 December 2023
Cost 4,410 11,205 15,615
Accumulated amortisation (969) (1,234) (2,203)
Net book amount 3,441 9,971 13,412

APPENDIX I

ACCOUNTANT'S REPORT

Year ended 31 December 2024

Opening net book amount 3,441 9,971 13,412
Additions 1,928 160 2,088
Amortisation charge (511) (1,026) (1,537)
Closing net book amount 4,858 9,105 13,963

As at 31 December 2024

Cost 6,343 11,364 17,707
Accumulated amortisation (1,485) (2,259) (3,744)
Net book amount 4,858 9,105 13,963

Three months ended 31 March 2025

Opening net book amount 4,858 9,105 13,963
Additions 1,256 - 1,256
Amortisation charge (169) (261) (430)
Closing net book amount 5,945 8,844 14,789

As at 31 March 2025

Cost 7,600 11,364 18,964
Accumulated amortisation (1,655) (2,520) (4,175)
Net book amount 5,945 8,844 14,789

Three months ended 31 March 2024 (Unaudited)

Opening net book amount 3,441 9,971 13,412
Additions 1,638 - 1,638
Amortisation charge (1,034) (764) (1,798)
Closing net book amount 4,045 9,207 13,252

As at 31 March 2024 (Unaudited)

Cost 5,373 11,205 16,578
Accumulated amortisation (1,328) (1,998) (3,326)
Net book amount 4,045 9,207 13,252

18. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

The Group and the Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Investments in associates
Investment at cost 2,150 2,150 150 150
Share of net loss of associates accounted for using the equity method (2,150) (2,150) (150) (150)
Carrying value, share of net assets - - - -
Investments in joint ventures
Investment at cost 5,000 5,000 5,000 5,000
Share of net loss of joint ventures accounted for using the equity method (5,000) (5,000) (5,000) (5,000)
Carrying value, share of net assets - - - -
Total - - - -

APPENDIX I

ACCOUNTANT'S REPORT

Set out below are the details of the associates and joint ventures of the Group as at 31 December 2022, 2023, 2024 and 31 March 2025. The entities listed below have share capital consisting solely of ordinary shares, which are held directly or indirectly by the Company. The percentage of ownership interest is the same as the percentage of voting rights held.

Name of entity Nature of relationship Place of business/ country of incorporation % of ownership interest Principal activities
As at 31 December 2022 As at 31 December 2023 As at 31 December 2024 As at 31 March 2025
Shanghai Ronghe Zhida Intelligent Technology Co., Ltd. 上海融和黎達智慧科技有限公司 (“Shanghai Ronghe”) (i) joint venture PRC 35% 35% 35% 35% Accessories sales
Shanghai Borregge Service Outsourcing Development Co., Ltd. 上海博瑞吉服務外包發展有限公司 joint venture PRC 50% 50% 50% 50% Research and development of products
Wuxi Pailian Intelligent Technology Co., Ltd. 無錫派聯智慧科技有限公司 (“Wuxi Pailian”) (ii) associate PRC 15% 15% 15% 15% Accessories sales
Universal Chexiang (Sanming) Car Rental Co., Ltd. 環球車享(三明)汽車租賃有限公司 (“Universal Chexiang”) (ii) associate PRC 11% 11% NA, deregistered NA, deregistered Car rental
Shanghai Mantang Technology Co., Ltd. 上海曼唐科技有限公司 (formally named “Shanghai Manzan Zhida Technology Co. Ltd. 上海曼展黎達科技有限公司”) (“Shanghai Mantang”) (iii) associate PRC - - - - Accessories sales

(i) On 14 February 2020, the Company and two other shareholders co-founded Shanghai Ronghe in which the Company owns 35% equity interest and has joint control over the company through its representative in the board of directors of Shanghai Ronghe. In accordance with the articles of association of Shanghai Ronghe, the shareholders shall exercise their voting rights and share the profit or loss in proportion to their actual paid-in capital contribution. During the Track Record Period, the Company contributed 53.85% of the total paid in capital of the joint venture.

(ii) During the Track Record Period, the Group seconded managerial personnel (directors) to Wuxi Pailian and Universal Chexiang. The Group had the power to exercise significant influence over the financial and operating policies and practices of the companies and therefore regarded them as associates of the Group. Universal Chexiang was deregistered on 31 July 2024.

(iii) On 14 February 2022, the share of Shanghai Mantang was sold to its controlling shareholder, and the Group incurred loss of RMB35,000.

(iv) As at 31 December 2022, 2023, 2024 and 31 March 2025, the joint ventures and associates were all in accumulated losses and the Group's investments in these companies were reduced to zero after picking up the shared losses.

  • I-56 -

APPENDIX I

ACCOUNTANT'S REPORT

19. OTHER NON-CURRENT ASSETS

The Group

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Prepayments for long-term assets 6,721 6,048 7,822 7,235
Rental deposit - 1,386 2,878 2,894
6,721 7,434 10,700 10,129

Prepayments for long-term assets represented the amount prepaid for procurement of machinery and molds, electronic equipment and intangible assets.

Rental deposit represented the deposit for a lease and shall be refunded after the lease term expires.

The Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Rental deposit - 253 1,483 1,483
Prepayments for long-term assets 155 798 805 769
155 1,051 2,288 2,252

20. INVENTORIES

The Group

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Finished goods 72,069 101,338 103,516 98,436
Raw materials 51,605 48,117 61,066 76,724
Work in progress 18,967 11,055 10,234 10,714
142,641 160,510 174,816 185,874
Less: allowance for impairment of inventories (4,618) (7,356) (9,105) (6,701)
138,023 153,154 165,711 179,173

Raw materials, work-in-progress and finished goods are stated at the lower of cost and net realizable value. Cost comprises direct materials, direct labor and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are determined after deducting rebates and discounts. 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.

Finished goods primarily consist of products that are ready for sale at production factories or in transit to fulfil customer orders.

Raw materials and work-in-progress primarily consist of materials mainly for EV chargers production as well as materials used for testing products.


APPENDIX I

ACCOUNTANT'S REPORT

Provision for inventories is recognised for the amount by which the carrying amount of the inventories exceeds the net recoverable amount, and is recorded in cost of sales in the consolidated statements of profit or loss. The provision for inventories as recognised for the years ended 31 December 2022, 2023 and 2024 amounted to approximately RMB716,000, RMB2,738,000 and RMB1,749,000 respectively, and reversed RMB2,404,000 for the three months ended 31 March 2025.

The cost of inventories recognised as cost of sales for the year ended 31 December 2022, 2023, 2024 and three months ended 31 March 2025 amounted to RMB270,083,000, RMB211,351,000, RMB225,202,000 and RMB110,222,000 respectively.

The Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Finished goods 54,918 78,865 79,084 67,608
Raw materials 44 43 - -
54,962 78,908 79,084 67,608
Less: allowance for impairment of inventories (2,536) (4,867) (3,922) (2,829)
52,426 74,041 75,162 64,779

21. TRADE AND NOTES RECEIVABLES

The Group

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Notes receivables 23,020 32,022 8,817 -
Trade receivables 507,101 405,159 345,329 441,752
530,121 437,181 354,146 441,752
Less: provision for impairment (13,681) (12,269) (47,777) (47,875)
516,440 424,912 306,369 393,877

As at 31 December 2022, 2023, 2024 and 31 March 2025, the aging analysis of the trade and notes receivables based on date of revenue recognition is as follows:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Up to 1 year 508,403 405,079 328,031 415,662
1 -2 year 15,675 23,218 12,221 11,668
2-3 year 2,517 5,975 7,475 7,966
Above 3 years 3,526 2,909 6,419 6,456
Total 530,121 437,181 354,146 441,752

Trade and notes receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 1 year and therefore all classified as current. Trade and notes receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade and notes receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. See Note 3.1 for a description of the Group's impairment policies.


APPENDIX I

ACCOUNTANT'S REPORT

The Group applies the simplified approach under IFRS 9, which requires lifetime expected losses to be recognised from initial recognition of the assets. Information about the impairment of trade and notes receivables and the Group's exposure to credit risk is described in Note 3.1(b).

The carrying amounts of the Group's trade and notes receivables were mainly denominated in RMB and approximated their fair values as at the balance sheet dates.

The Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Notes receivables 22,840 32,022 8,817 -
Trade receivables 500,328 372,956 258,416 327,950
523,168 404,978 267,233 327,950
Less: provision for impairment (9,022) (6,227) (25,324) (25,854)
514,146 398,751 241,909 302,096

As at 31 December 2022, 2023, 2024 and 31 March 2025, the aging analysis of the trade and notes receivables based on date of revenue recognition is as follows:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Up to 1 year 506,855 378,155 247,814 308,592
1-2 year 10,829 22,770 10,317 10,097
2-3 year 2,516 2,900 5,736 5,839
Above 3 years 2,968 1,153 3,366 3,422
Total 523,168 404,978 267,233 327,950

22. OTHER CURRENT ASSETS

The Group

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Other receivables
- Loans to related parties 2,203 - - -
- Deposits 5,796 6,579 7,767 8,785
- Others 1,975 1,545 337 1,570
9,974 8,124 8,104 10,355
Less: allowance for credit losses (198) (242) (177) (239)
9,776 7,882 7,927 10,116
Prepayments
- Prepayments for materials and services 2,930 5,217 31,758 34,410
- Deferred listing expenses - 1,791 8,951 9,375
2,930 7,008 40,709 43,785
Input VAT to be deducted 5,056 8,055 13,129 4,372
Total other current assets 17,762 22,945 61,765 58,273

APPENDIX I

ACCOUNTANT'S REPORT

The carrying amounts of other current assets approximated their fair values as at the balance sheet dates.

The Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Other receivables
- Loans to related parties 66,354 65,882 70,042 71,442
- Deposits 4,447 5,241 6,429 7,402
- Others 984 980 16 17
71,785 72,103 76,487 78,861
Less: allowance for credit losses (59,353) (65,539) (70,184) (71,604)
12,432 6,564 6,303 7,257
Prepayments
- Prepayments for materials and services 2,093 3,609 23,598 24,713
- Deferred listing expenses - 1,791 8,951 9,375
2,093 5,400 32,549 34,088
Input VAT to be deducted - 4,231 8,996 2,189
Total 14,525 16,195 47,848 43,534

23. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

The Group

(a) Classification of financial assets at FVPL

The Group classifies the followings as financial assets at FVPL:

  • debt investments that do not qualify for measurement at either amortised cost or FVOCI
  • equity investments that are held for trading, and
  • equity investments for which the Group has not elected to recognise fair value gains and losses through other comprehensive income.

The Group's financial assets measured at FVPL include the following:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Investments in wealth management products issued by banks 31,983 1,506 - -

The principal and return of the wealth management products are not guaranteed, hence their contractual cash flows do not qualify for solely payments of principal and interest. Therefore, the wealth management products issued by banks are measured at FVPL.

Information about the Group's exposure to financial risk and information about the methods and assumptions used in determining fair value of these financial assets at FVPL are set out in Note 3.3.


APPENDIX I

ACCOUNTANT'S REPORT

(b) Amounts recognised in profit or loss

During the year, the following net fair value gains were recognised in the consolidated statements of comprehensive loss:

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Net fair value gains on financial assets at FVPL recognised in other gains – net (Note 7)
– realized. 612 400 72 65
– unrealized. 183 6
795 406 72 65

The Company

The Company's financial assets measured at FVPL include the following:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Investments in wealth management products issued by banks 15,045

24. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

The Group and the Company

Classification of financial assets at FVOCI

The Group classifies the followings financial assets at FVOCI:

(a) Investment in an unlisted entity

Investment in an unlisted entity, which represents the investment in a certain privately owned company. For the fair value estimation, please refer to Note 3.3 for details.

The Group's financial assets measured at FVOCI include the following:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Non-current
Investment in an unlisted entity 16,452 16,452

In May 2024, the Group entered into a share purchase agreement to acquire 9.3% issued shares of an unlisted entity at a consideration of RMB15,600,000. Since the Group has no significant influence in investee, and the purpose of the investment is not held for trading, this equity investment was accounted for as financial assets at fair value through other comprehensive income. In December 2024, the Group's shareholding percentage was diluted to 8.5% following the entry of new investors.


APPENDIX I

ACCOUNTANT'S REPORT

(b) Notes receivables

Debt securities where the contractual cash flows are solely principal and interest and the objective of the Group’s business model is achieved both by collecting contractual cash flows and selling financial assets.

The Group’s financial assets measured at FVOCI include the following:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current
Notes receivables 12,126 18,579
  1. CASH AND CASH EQUIVALENTS

The Group

As at 31 December As at 31 March
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash at bank and in hand 205,195 195,065 141,950 146,758
Less: restricted cash (a) (591) (591)
Cash and cash equivalents 205,195 195,065 141,359 146,167

(a) As at 31 March 2025 and 31 December 2024, the restricted cash with an amount of RMB591,000 was pledged as security deposit for issuance of letter of credit.

(b) Cash and cash equivalents are denominated in the following currencies:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
– RMB 205,178 162,244 129,212 136,695
– THB 21,585 8,075 4,151
– USD 17 3,335 2,355 3,640
– HKD 1,287
– SGD 7,901 1,717 387
– EUR 7
205,195 195,065 141,359 146,167

APPENDIX I

ACCOUNTANT'S REPORT

The Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Cash at bank and in hand 127,196 79,337 73,356 114,854
Less: restricted cash - - (591) (591)
Cash and cash equivalents 127,196 79,337 72,765 114,263

Cash and cash equivalents are denominated in the following currencies:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
- RMB. 127,179 76,018 70,497 112,070
- USD. 17 3,319 2,268 2,193
127,196 79,337 72,765 114,263

26. PAID-IN CAPITAL

The Group and the Company

Total
RMB'000
As at 1 January 2022 47,576
Capital injection from series C-3 investors (a) 1,914
Conversion into joint stock company (Note 27) (49,490)
As at 31 December 2022. -
As at 31 December 2023. -
As at 31 December 2024. -
As at 31 March 2025. -

(a) On 28 February 2022, the Company entered into investment agreements with series C-3 investors, pursuant to which total capital of RMB50,500,000 was contributed into the Company. The proceeds of RMB50,500,000 was received by the Company in February 2022, of which RMB1,914,000 (approximately 4.9% of total paid-in capital before the Company's conversion into a joint stock limited company) and RMB48,586,000 were credited to the Company's paid-in capital and capital reserves, respectively. Certain preferred rights were granted to series C-3 investors upon capital contribution (Note 36).


APPENDIX I

ACCOUNTANT'S REPORT

27. SHARE CAPITAL

The Group and the Company

A summary of movements in the Company’s authorised, issued and fully paid share capital is as follows:

Number of shares Share capital
RMB'000
As at 1 January 2022 - -
Conversion into a joint stock limited company (a) 49,490,429 49,490
Capital injection from series D investors (b) 3,036,592 3,037
As at 31 December 2022 52,527,021 52,527
As at 31 December 2023 52,527,021 52,527
As at 1 January 2024 52,527,021 52,527
Common shares invested by shareholders (c) 920,633 921
As at 31 December 2024 53,447,654 53,448
As at 1 January 2025 53,447,654 53,448
Common shares invested by shareholders (d) 362,253 362
As at 31 March 2025 53,809,907 53,810

(a) On 28 February 2022, the Company was converted into a joint stock limited company with limited liability under the Company Law of the PRC. The net assets of the Company as at the conversion date were converted into approximately 49,490,000 ordinary shares at RMB1 each. The excess of net assets converted over nominal value of the ordinary shares of RMB was credited to the Company’s capital reserves (Note 28).

(b) In October 2022, the Company entered into an investment agreement with series D investors, pursuant to which the series D investors subscribed 3,037,000 shares of the Company with total consideration of RMB108,960,000 which was contributed to the Company with approximately RMB3,037,000 and RMB105,923,000 credited to the Company’s share capital and share premium, respectively (Note 28). Series D investors were not granted any redemption rights that would impose obligations on the Company. The Company did not provide any guarantee in respect of the redemption rights, and there is no side agreement in this regard.

(c) On 30 November 2024, the Company entered into an investment agreement with series E investors, pursuant to which those investors subscribed 920,633 shares of the Company with total consideration of RMB50,828,200 which was contributed to the Company with approximately RMB920,633 and RMB49,907,567 credited to the Company’s share capital and share premium, respectively (Note 28). Series E investors were not granted any redemption rights that would impose obligations on the Company. The Company did not provide any guarantee in respect of the redemption rights, and there is no side agreement in this regard.

(d) On 25 February 2025, the Company entered into an investment agreement with series E investor, pursuant to which this investor subscribed 362,253 shares of the Company with total consideration of RMB20,000,000 which was contributed to the Company with approximately RMB362,253 and RMB19,637,747 credited to the Company’s share capital and share premium, respectively (Note 28). Series E investor was not granted any redemption rights that would impose obligations on the Company. The Company did not provide any guarantee in respect of the redemption rights, and there is no side agreement in this regard.


APPENDIX I

ACCOUNTANT'S REPORT

28. TREASURY STOCK AND RESERVES

The following table shows a breakdown of the statements of financial position line items “treasury stock” and “reserves” and their movements during the respective years. A description of the nature and purpose of each reserve is provided in the table below.

The Group

Treasury stock Reserves
Share premium Capital reserves Share-based payment reserves Other reserves Other comprehensive income Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
As at 1 January 2022 (353,875) - 260,899 - - - 260,899
Currency translation differences - - - - - (15) (15)
Capital contributions from series C-3 investors (Note 26(a)) - - 48,586 - - - 48,586
Recognition of financial instruments with preferred rights at amortised cost (a) (50,500) - - - - - -
Convert into a joint stock limited company (Note 27(a)) - - (218,162) - - - (218,162)
Derecognition of financial instruments with preferred rights at amortised cost (b) 404,375 - 84,984 - - - 84,984
Capital contributions from series D investors (Note 27(b)) - 105,923 - - - - 105,923
Share-based payment (Note 29) - - - 114 - - 114
Acquisition of non-controlling interests in a subsidiary (Note 40) - - - - (768) - (768)
As at 31 December 2022 - 105,923 176,307 114 (768) (15) 281,561
As at 1 January 2023 - 105,923 176,307 114 (768) (15) 281,561
Currency translation differences - - - - - (321) (321)
Share-based payment (Note 29) - - - 411 - - 411
As at 31 December 2023 - 105,923 176,307 525 (768) (336) 281,651

APPENDIX I

ACCOUNTANT'S REPORT

Treasury stock Reserves
Share premium Capital reserves Share-based payment reserves Other reserves Other comprehensive income Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
As at 1 January 2024 - 105,923 176,307 525 (768) (336) 281,651
Common shares invested by shareholders - 49,907 - - - - 49,907
Currency translation differences - - - - - 1,506 1,506
Share-based payment (Note 29) - - - 420 - - 420
Change in fair value of financial assets at FVOCI - - - - - 852 852
Acquisition of non-controlling interests in a subsidiary (Note 40) - - - - (20,367) - (20,367)
As at 31 December 2024 - 155,830 176,307 945 (21,135) 2,022 313,969
As at 1 January 2025 - 155,830 176,307 945 (21,135) 2,022 313,969
Common shares invested by shareholders - 19,638 - - - - 19,638
Currency translation differences - - - - - (54) (54)
Share-based payment (Note 29) - - - 105 - - 105
As at 31 March 2025 - 175,468 176,307 1,050 (21,135) 1,968 333,658
Treasury stock Reserves
--- --- --- --- --- --- --- ---
Share premium Capital reserves Share-based payment reserves Other reserves Other comprehensive income Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
As at 1 January 2024 - 105,923 176,307 525 (768) (336) 281,651
Currency translation differences - - - - - (300) (300)
Share-based payment (Note 29) - - - 105 - - 105
As at 31 March 2024 (Unaudited) - 105,923 176,307 630 (768) (636) 281,456

(a) The Group recorded treasury stock to reflect the carrying amount of the financial instruments with preferred rights at the date of issuance of series C-2 financing and series C-3 financing. Further details are described in Note 36(a).

(b) On 28 February 2022, upon termination of the preferred rights of the two series A investors (collectively referred as "Series A Investors"), series B investors and series $\mathbf{B}+$ investors (collectively referred as "Series B Investors") and series C-1 investor, series C-2 investors and series C-3 investors (collectively referred as "Series C Investors"), all the treasury stock was derecognised and the difference between the balance of the financial instruments with preferred rights derecognised and the balance of treasury stock was credited to the capital reserves. Further details are described in Note 36(b).


APPENDIX I

ACCOUNTANT'S REPORT

The Company

Reserves
Treasury stock Share premium Capital reserves Share-based payment reserves Other reserves Other comprehensive income Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
As at 1 January 2022 (353,875) - 260,299 - - - 260,299
Capital contributions from series C-3 investors (Note 26(a)) - - 48,586 - - - 48,586
Recognition of financial instruments with preferred rights at amortised cost (50,500) - - - - - -
Convert into a joint stock limited company (Note 27(a)) - - (218,162) - - - (218,162)
Derecognition of financial instruments with preferred rights at amortised cost 404,375 - 84,984 - - - 84,984
Capital contributions from series D investors (Note 27(b)) - 105,923 - - - - 105,923
Share-based payment (Note 29) - - - 114 - - 114
As at 31 December 2022 - 105,923 175,707 114 - - 281,744
As at 1 January 2023 - 105,923 175,707 114 - - 281,744
Share-based payment (Note 29) - - - 411 - - 411
As at 31 December 2023 - 105,923 175,707 525 - - 282,155
As at 1 January 2024 - 105,923 175,707 525 - - 282,155
Common shares invested by shareholders - 49,907 - - - - 49,907
Change in fair value of financial assets at FVOCI - - - - - 852 852
Share-based payment (Note 29) - - - 420 - - 420
As at 31 December 2024 - 155,830 175,707 945 - 852 333,334
As at 1 January 2025 - 155,830 175,707 945 - 852 333,334
Common shares invested by shareholders - 19,638 - - - - 19,638
Share-based payment (Note 29) - - - 105 - - 105
As at 31 March 2025 - 175,468 175,707 1,050 - 852 353,077
As at 1 January 2024 - 105,923 175,707 525 - - 282,155
Share-based payment (Note 29) - - - 105 - - 105
As at 31 March 2024 (Unaudited) - 105,923 175,707 630 - 768 282,260

APPENDIX I

ACCOUNTANT'S REPORT

29. SHARE-BASED PAYMENT

(a) Share award schemes

On 1 October 2022, the establishment of the Company's Share Incentive Plan ("Share Incentive Plan") was approved by shareholders of the Company. Certain eligible employees of the Group (the "Incentive targets") were granted with the shares of Shanghai Tongdu Technology Partnership 上海同築科技合夥企業(有限合夥) (Limited Partnership) ("Shanghai Tongdu Technology"), as rewards for their services and in exchange for their full-time devotion and professional expertise. Shanghai Tongdu Technology was set up for the purpose of holding shares of the Company on behalf of the Incentive targets.

149,226 shares with a grant price of RMB26.47 per unit capital of the Company were granted to the Incentive targets in 2022 through Shanghai Tongdu Technology. All the shares granted will be vested from the date of fulfilling the service and performance conditions ("12 months or 36 months after listing of the Company") as prescribed in the Share Incentive Plans. If an employee ceased to be employed by the Group within this period, the awarded shares would be forfeited, and the forfeited shares would be purchased back by Dr. Huang Zhiming or other parties appointed by the Company at the price prescribed in the Share Incentive Plans.

Set out below is the movement in the number of awarded restricted shares under the Share Incentive Plans:

Number of restricted shares Weighted average fair value at grant date
RMB
As at 1 January 2021 and 1 January 2022 - N/A
Granted 149,226 36.37
As at 31 December 2022 and 1 January 2023 149,226 36.37
Forfeited (11,334) 36.37
As at 31 December 2023. 137,892 36.37
As at 31 December 2024. 137,892 36.37
As at 31 March 2025 137,892 36.37

The fair value of each awarded restricted share was calculated based on the most recent transaction price of the Company's shares at the grant date.

(b) Expenses arising from share-based payment transactions

The Group operates an equity-settled share-based payment plan, under which the Group receives services from eligible employees as consideration for equity instruments of the Company. The fair value of the employee services received in exchange for the grant of equity instruments is recognised as an expense on the Historical Financial Information. The total amount to be expensed is determined by reference to the fair value of the equity instruments granted:

  • including any market performance conditions;
  • excluding the impact of any service and non-market performance vesting conditions; and
  • including the impact of any non-vesting conditions.

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the Group revises its estimates of the number of shares that are expected to vest based on the non-marketing performance and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.


APPENDIX I

ACCOUNTANT'S REPORT

Where there is any modification of terms and conditions which increases the fair value of the equity instruments granted, the Group includes the incremental fair value granted in the measurement of the amount recognised for the services received over the remainder of the vesting period. The incremental fair value is the difference between the fair value of the modified equity instrument and that of the original equity instrument, both estimated as at the date of the modification. An expense based on the incremental fair value is recognised over the period from the modification date to the date when the modified equity instruments vest in addition to any amount in respect of the original instrument, which should continue to be recognised over the remainder of the original vesting period.

Total expenses arising from share-based payment transactions recognised during the Track Record Period as part of employee benefit expense were as follows:

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Share-based payment expenses . . 114 411 420 105 105

30. FINANCIAL INSTRUMENTS BY CATEGORY

The Group

Note As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Financial Assets
Financial assets at amortised cost:
- Trade and notes receivables 21 516,440 424,912 306,369 393,877
- Other receivables 22 9,776 7,882 7,927 10,116
- Cash and cash equivalents 25 205,195 195,065 141,359 146,167
- Restricted cash 25 - - 591 591
Financial assets at FVPL 23 31,983 1,506 - -
Financial assets at FVOCI 24 - - 28,578 35,031
763,394 629,365 484,824 585,782
Note As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Financial Liabilities
Financial liabilities at amortised cost:
- Trade payables 31 351,735 296,529 324,921 367,837
- Other payables and accruals (excluding salaries and welfare payables and VAT and other taxes payables) 32 3,942 19,515 14,080 12,376
- Borrowings 33 253,282 274,311 390,321 450,583
- Lease liabilities 16 12,405 12,025 13,245 18,723
621,364 602,380 742,567 849,519

APPENDIX I

ACCOUNTANT'S REPORT

The Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Note
Financial Assets
Financial assets at amortised cost:
- Trade and notes receivables 21 514,146 398,751 241,909 302,096
- Other receivables 22 12,432 6,564 6,303 7,257
- Cash and cash equivalents 25 127,196 79,337 72,765 114,263
- Restricted cash 25 - - 591 591
Financial assets at FVPL 23 15,045 - - -
Financial assets at FVOCI 24 - - 28,578 35,031
668,819 484,652 350,146 459,238
As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Note
Financial Liabilities
Financial liabilities at amortised cost
- Trade payables 31 225,490 180,699 178,428 233,641
- Other payables and accruals (excluding salaries and welfare payables and VAT and other taxes payables) 32 52,104 38,297 22,436 22,832
- Borrowings 33 253,282 274,311 390,321 440,583
- Lease liabilities 16 6,034 5,663 5,036 9,061
536,910 498,970 596,221 706,117

The Group's exposure to various risks associated with the financial instruments is analysed in Note 3. The maximum exposure to credit risk at end of the reporting period was the carrying amounts of each class of financial assets mentioned above.

(a) Classification of financial assets

The Group classifies its financial assets in the following measurement categories:

  • those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss); and
  • those to be measured at amortised cost.

The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.

The Group reclassifies debt investments when and only when its business model for managing those assets changes.


APPENDIX I

ACCOUNTANT'S REPORT

(b) Recognition and derecognition of financial assets

Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

(c) Measurement of financial assets

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:

  • Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in “other gains – net”. Impairment losses are presented as separate line item in the consolidated statements of comprehensive loss.

  • FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through other comprehensive income, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss and recognised in “other gains – net”. Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in “other gains – net” and impairment expenses are presented as separate line item in the consolidated statements of comprehensive loss.

  • FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within in “other gains – net” in the period in which it arises.

(d) Equity instruments

The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s right to receive payments is established.

Changes in the fair value of financial assets at FVPL are recognised in profit or loss and presented in “other gains–net” in the consolidated statements of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

  • I-71 -

APPENDIX I

ACCOUNTANT'S REPORT

(e) Impairment of financial assets

The Group assesses on a forward-looking basis the expected credit loss associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For cash and cash equivalents, restricted cash and long-term bank time deposits, the expected credit loss risk is considered immaterial.

For trade and notes receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the assets. The provision matrix is determined based on historical observed default rates over the expected life of the trade and notes receivables with similar credit risk characteristics and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

Impairment on other receivables is measured as either 12-month expected credit losses or lifetime expected credit loss, depending on whether there has been a significant increase in credit risk since initial recognition. If a significant increase in credit risk of a receivable has occurred since initial recognition, then impairment is measured as lifetime expected credit losses.

  1. TRADE PAYABLES

The Group

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Trade payables
- payables for purchase of materials or services 351,735 296,529 324,921 367,837

The carrying amounts of the Group's trade payables were mainly denominated in RMB and approximated their fair values as at the balance sheet dates due to their short-term maturity in nature.

The aging analysis of the trade payables based on purchase date for each reporting period is as follows:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Within 1 year. 346,131 290,279 315,539 338,757
1 to 2 years. 2,384 2,875 3,759 21,166
Over 2 years. 3,220 3,375 5,623 7,914
351,735 296,529 324,921 367,837

APPENDIX I

ACCOUNTANT'S REPORT

The Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Trade payables
- payables for purchase of materials or services 225,490 180,699 178,428 233,641

32. OTHER PAYABLES AND ACCRUALS

The Group

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Salaries and welfare payables 8,603 13,163 12,769 10,398
VAT and other taxes payables 4,556 2,456 1,530 2,726
Accrued expenses 2,498 2,868 6,237 3,947
Deposits and security deposits 976 1,356 2,102 1,863
Payables related to long-term assets - 9,935 1,519 1,020
Listing expenses payable - 5,336 4,052 5,381
Others 468 20 170 165
17,101 35,134 28,379 25,500

The carrying amounts of the Group's other payables and accruals were mainly denominated in RMB and approximated their fair values as at the balance sheet dates.

The Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Amount due to subsidiaries 50,000 25,000 15,000 15,000
Salaries and welfare payables 5,922 9,200 9,523 8,212
Accrued expenses 1,499 1,506 2,498 1,913
Deposits and security deposits 581 434 837 478
VAT and other taxes payables 2,121 278 94 97
Payables related to long-term assets - 6,000 - -
Listing expenses payable - 5,336 4,052 5,381
Others 24 20 49 60
60,147 47,774 32,053 31,141

APPENDIX I

ACCOUNTANT'S REPORT

33. BORROWINGS

The Group

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Current
Bank borrowings – secured and guaranteed (a) 20,028 - - -
Bank borrowings – unsecured and guaranteed (b) 203,215 274,311 390,321 450,583
Bank borrowings – unsecured and unguaranteed (c) 30,039 - - -
253,282 274,311 390,321 450,583

(a) As at 31 December 2022, the Group had secured and guaranteed short-term borrowings from a PRC bank at interest rates ranged from 4.3% to 5.05%. The aforementioned borrowings were secured by the Group's license and guaranteed by Dr. Huang Zhiming and the Group's subsidiary, Anhui Zhida Zhongding Automobile Charging Equipment Co., Ltd. 安徽拳達中鼎汽車充電設備有限公司.

(b) As at 31 December 2022, 2023, 2024 and 31 March 2025, the Group's bank borrowings were denominated in RMB and with an weighted average effective interest rates of 4.00%, 3.77%, 3.58% and 3.23% per annum, respectively. As at 31 December 2022 and 2023, the Group's borrowings were guaranteed by Dr. Huang Zhiming and the Group's subsidiaries, Anhui Zhida Zhongding Automobile Charging Equipment Co., Ltd. 安徽拳達中鼎汽車充電設備有限公司 and Anqing Zhida Intelligent Charging Equipment Co., Ltd. 安慶拳達智能充電設備有限公司. As at 31 December 2024 and 31 March 2025, the Group's borrowings were guaranteed by Anqing Zhida Intelligent Charging Equipment Co., Ltd. 安慶拳達智能充電設備有限公司 and Shanghai Municipal Small and Medium Enterprises Policy-based Finance Guarantee Fund Management Center 上海市中小微企業政策性融資擔保基金管理中心.

(c) As at 31 December 2022, the effective interest rate of the Group's short-term unsecured and unguaranteed borrowing from a PRC bank with the amount of RMB30,000,000 was 4.25% per annum.

(d) The fair values of the borrowings approximated their carrying amounts due to short maturity.

The Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Current
Bank Borrowings – secured and guaranteed 20,028 - - -
Bank Borrowings – unsecured and guaranteed 203,215 274,311 390,321 440,583
Bank Borrowings – unsecured and unguaranteed 30,039 - - -
253,282 274,311 390,321 440,583
  • I-74 -

APPENDIX I

ACCOUNTANT'S REPORT

34. PROVISIONS

The Group

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Non-current
Warranties 7,991 4,463 4,773 6,774
Current
Warranties 13,061 13,912 10,213 12,098
21,052 18,375 14,986 18,872

Provisions for legal claims, warranties and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

Warranties are made for estimated warranty claims for certain years, in respect of products that were sold and still under warranty period at the end of each reporting period. These claims are expected to be settled in the future years. The Group provides warranties for certain EV chargers products and undertakes the obligation to repair or replace items that fail to perform satisfactorily. The amount of provisions for product warranties is estimated based on the sales volume and industry experience of the level of repairs and returns. The estimation is reviewed on an ongoing basis and is revised when appropriate.

The movements of the Group's provisions are analyzed as follows:

Warranties Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
As at 1 January 7,871 21,052 18,375 18,375 14,986
Provisions for the year/period (Note 8) 25,994 17,948 18,637 2,642 6,530
Amounts utilised during the year/period (12,813) (20,625) (22,026) (3,819) (2,644)
As at 31 December and 31 March 21,052 18,375 14,986 17,198 18,872

APPENDIX I

ACCOUNTANT'S REPORT

The Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Non-current
Warranties 7,179 3,630 3,868 5,126
Current
Warranties 11,702 11,607 7,373 8,322
18,881 15,237 11,241 13,448

The movements of the Company's provisions are analysed as follows:

Warranties Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
As at 1 January 7,577 18,881 15,237 15,237 11,241
Provisions for the year/period (Note 8) 22,411 15,191 16,412 1,863 4,806
Amounts utilised during the year/period (11,107) (18,835) (20,408) (3,264) (2,599)
As at 31 December and 31 March 18,881 15,237 11,241 13,836 13,448

35. DEFERRED INCOME

The Group

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Government grants 936 1,346 2,414 3,457

The Group received government grants for subsidizing the Group's purchase of property, plant and equipment. The government grants were recorded as deferred income and credited to profit or loss on a straight-line basis over the useful life of the related property, plant and equipment.

The Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Government grants 936 1,346 2,414 2,583

APPENDIX I

ACCOUNTANT'S REPORT

36. FINANCIAL INSTRUMENTS WITH PREFERRED RIGHTS AT AMORTISED COST

The Group and the Company

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Financial instruments with preferred rights at amortised cost - - - -

A contract that contains an obligation to purchase the Company's equity instruments for cash or other financial assets give rise to a financial liability to be determined based on the present value of the redemption amount. Even if the Company's obligations to purchase are conditional on the counterparty exercising a right to redeem, the financial instruments with preferred rights are recognised as financial liabilities initially at the present value of the redemption amounts and subsequently measured at amortised costs with interest charged in finance costs.

The Group's financial instruments with preferred rights represented the paid-in capital of the Company with redemption rights held by certain investors. The Group recognised the financial instruments with preferred rights as financial liabilities considering that all triggering events for the key redemption rights that could be exercised by the Series A Investors, Series B Investors and Series C Investors, were out of the control of the Company and these financial instruments did not meet the definition of equity of the Company. The financial liabilities were initially measured at present value of the redemption amount and subsequently measured at amortised cost. The present value was the amount expected to be paid to the investors upon redemption which was assumed at the dates of issuance of the financial instruments.

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The carrying amount of the financial instruments derecognised is credited into the equity. The Group derecognised financial liabilities in February 2022 when the Company was converted into a joint stock limited company with limited liability under the Company Law of the PRC.

The movements of financial instruments with preferred rights at amortised cost for the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2025 were as follows:

Financial instruments with preferred rights at amortised cost
RMB'000
As at 1 January 2022 432,665
Recognition of financial instruments with preferred rights at amortised cost 50,500
Charged to finance costs (Note 10) 6,194
Derecognition of financial instruments with preferred rights at amortised cost (489,359)
As at 31 December 2022 -
As at 31 December 2023 -
As at 31 December 2024 -
As at 31 March 2025 -

APPENDIX I

ACCOUNTANT'S REPORT

Details of the preferential rights granted to the various series of investors are set out below:

(a) Series A, Series B and Series C financing

Series A financing

On 18 August 2015, the Company entered into an investment agreement with Series A Investors, pursuant to which the Company issued and allotted approximately 1,764,706 shares, representing approximately 23.5% of the equity interests of the Company, to the Series A Investors, at a consideration of RMB22,500,000. Series A Investors were granted certain preferred rights upon capital contribution. The proceeds of RMB22,500,000 were received by the Company in September 2015 and April 2016. Upon the Company's shares with preferred rights were issued to the Series A Investors, the Company had initially recognised the related financial instruments with preferred rights at RMB22,500,000 (representing the present value of the estimated amount to be paid out by the Company if the Series A Investors exercise their preferred rights) in 2015. The Company applied an effective interest rate to derive the present value of the issued financial instruments. The financial instruments with preferred rights were subsequently measured at amortised costs.

Series B financing

On 26 May 2017, the Company entered into an investment agreement with series B investors, pursuant to which the Company issued and allotted approximately 5,290,697 shares, representing approximately 14% of the equity interests of the Company, to the series B investors, at a consideration of RMB56,000,000. Series B investors were granted certain preferred rights upon capital contribution. The proceeds of RMB56,000,000 were received by the Company in June 2016, June 2017 and August 2017. Upon the Company's shares with preferred rights were issued to the series B investors, the Company had initially recognised the related financial instruments with preferred rights at RMB56,000,000 (representing the present value of the estimated amount to be paid out by the Company if the series B investors exercise their preferred rights) in 2017. The Company applied an effective interest rate to derive the present value of the issued financial instruments. The financial instruments with preferred rights were subsequently measured at amortised costs.

On 18 May 2018, the Company entered into an investment agreement with a series B+ investors, pursuant to which the Company issued and allotted approximately 2,519,380 shares, representing approximately 10% of the equity interests of the Company, to the series B+ investors, at a consideration of RMB34,375,000. Series B+ investors were granted certain preferred rights upon capital contribution. The proceeds of RMB34,375,000 were received by the Company in December 2017 and February 2018. Upon the Company's shares with preferred rights were issued to the series B+ investors, the Company had initially recognised the related financial instruments with preferred rights at RMB34,375,000 (representing the present value of the estimated amount to be paid out by the Company if the series B+ investors exercise their preferred rights) in 2018. The Company applied an effective interest rate to derive the present value of the issued financial instruments. The financial instruments with preferred rights were subsequently measured at amortised costs.

Series C financing

On 25 February 2020, the Company entered into an investment agreement with a series C-1 investor, pursuant to which the Company issued and allotted approximately 1,390,003 shares, representing approximately 10% of the equity interests of the Company, to the series C-1 investor, at a consideration of RMB30,000,000. Series C-1 investor was granted certain preferred rights upon capital contribution. The proceeds of RMB30,000,000 were received by the Company in March 2020. Upon the Company's shares with preferred rights were issued to the series C-1 investor, the Company had initially recognised the related financial instruments with preferred rights at RMB30,000,000 (representing the present value of the estimated amount to be paid out by the Company if the series C-1 investor exercises its preferred rights) in 2020. The Company applied an effective interest rate to derive the present value of the issued financial instruments. The financial instruments with preferred rights were subsequently measured at amortised costs.

  • I-78 -

APPENDIX I

ACCOUNTANT'S REPORT

On 13 August 2021 and 23 September 2021, the Company entered into an investment agreement with series C-2 investors, pursuant to which the Company issued and allotted approximately 5,875,932 shares, representing approximately 12.4% of the equity interests of the Company, to the series C-2 investors, at a consideration of RMB155,000,000. Series C-2 investors were granted certain preferred rights upon capital contribution. The proceeds of RMB155,000,000 were received by the Company in September and October 2021. Upon the Company's shares with preferred rights were issued to the series C-2 investors, the Company had initially recognised the related financial instruments with preferred rights at RMB155,000,000 (representing the present value of the estimated amount to be paid out by the Company if the series C-2 investors exercise their preferred rights) in 2021. The Company applied an effective interest rate to derive the present value of the issued financial instruments. The financial instruments with preferred rights were subsequently measured at amortised costs.

On 28 February 2022, the Company entered into an investment agreement with series C-3 investors, pursuant to which the Company issued and allotted approximately 1,914,417 shares, representing approximately 4.9% of the equity interests of the Company, to the series C-3 investors, at a consideration of RMB50,500,000. Series C-3 investors were granted certain preferred rights upon capital contribution. The proceeds of RMB50,500,000 were received by the Company in February 2022 and March 2021. Upon the Company's shares with preferred rights were issued to the series C-3 investors, the Company had initially recognised the related financial instruments with preferred rights at RMB50,500,000 (representing the present value of the estimated amount to be paid out by the Company if the series C-3 investors exercise their preferred rights) in 2022. The Company applied an effective interest rate to derive the present value of the issued financial instruments. The financial instruments with preferred rights were subsequently measured at amortised costs.

In accordance with Series A, Series B and Series C investment agreements, Series A Investors, Series B Investors and Series C Investors were granted certain preferred rights (the "Preferred Rights") upon capital contribution. These Preferred Rights mainly included the followings:

(i) Redemption right

Series A Investors, Series B Investors and Series C Investors had a right to require the Company to redeem their investments if the Company failed to IPO.

The redemption amount of Series A Investors, Series B Investors and Series C Investors was calculated as the original investment principal from Series A Investors, Series B Investors and Series C Investors, plus an interest rate of the original investment principal for a period of time commencing from the delivery date to the actual payments date of the settlement (calculated as 365 days in a calendar year).

The redemption rights held by Series A Investors, Series B Investors and Series C Investors upon no successful IPO within a specified period and other contingent events would constitute the Company's obligation to repurchase its own equity instruments under the situations which were beyond the Company's and the investors' control. The financial liability in connection with the obligation was therefore recognised initially at present value (representing the present value of the aforementioned redemption amount based on the most likely scenario among all the possible situations), and subsequently measured at amortised cost using the effective interest method.

(ii) Anti-dilution right

If the Company increased its paid-in capital at a price lower than the price paid by Series A Investors, Series B Investors and Series C Investors on a per paid-in capital basis, Series A Investors, Series B Investors and Series C Investors had a right to require (i) the Company to issue new paid-in capital for nil consideration (or lowest price allowed by law) to Series A Investors, Series B Investors and Series C Investors; or (ii) the existing shareholders to transfer the equity interests in the Company, directly or indirectly held to Series A Investors, Series B Investors and Series C Investors for nil consideration (or lowest price allowed by law), so that the total amount paid by Series A Investors, Series B Investors and Series C Investors divided by the total amount of paid-in capital obtained is equal to the price per paid-in capital in the new issuance.

The directors of the Company considered that the fair value of the anti-dilution right was immaterial and therefore no derivative liability was recognised by the Company.

  • I-79 -

APPENDIX I

ACCOUNTANT'S REPORT

(iii) Liquidation preferences

In the event of any liquidation, dissolution or winding up of the Company, Series A Investors, Series B Investors and Series C Investors shall be entitled to receive the liquidation preference amount, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of ordinary shares of the Company.

The liquidation preference amount of Series A Investors, Series B Investors and Series C Investors was calculated as 112%, 108% and 110% of the original investment principal amounts from Series A Investors, Series B Investors and Series C Investors respectively ("Liquidation Preference Cap"). If the amount of distributable assets of the Company was less than the total Liquidation Preference Cap, Series A Investors, Series B Investors and Series C Investors shall be entitled the amount based on the percentage of each investor's share.

(b) Termination of Preferred Rights

The Company charged approximately RMB6,194,000 to finance cost in the statement of profit or loss during the years ended 31 December 2022. On 28 February 2022, the Company entered into a termination agreement to terminate the abovementioned Preferred Rights entitled by Series A Investors, Series B Investors and Series C Investors. Pursuant to the termination agreement, the Company no longer has the obligation to repurchase its own shares in situations beyond the the Company's or the investors' control. No redemption rights existed after February 2022 and no other special rights will survive after listing. Accordingly, the financial instruments with preferred rights at amortised cost of approximately RMB489,359,000 and the treasury stock of approximately RMB404,375,000 were derecognised in February 2022. The difference of approximately RMB84,984,000 was credited to capital reserves (Note 28).

  1. DEFERRED INCOME TAX

The Group

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to the same tax authority.

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Total deferred income tax assets (a) 25,481 45,531 49,644 51,162
Net-off with deferred income tax liabilities (b) (1,511) (1,259) (1,306) (2,401)
Net deferred income tax assets 23,970 44,272 48,338 48,761

The analysis of deferred income tax assets is as follows:

(a) Deferred income tax assets

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
The balance comprises temporary differences attributable to:
Tax losses 18,429 38,980 40,144 40,144
Lease liabilities 1,340 1,157 1,220 2,288
Loss allowance for financial assets 2,199 2,124 5,295 4,970
Provisions for warranties 3,374 3,070 2,623 3,373
Others 139 200 362 387
Total deferred income tax assets 25,481 45,531 49,644 51,162

APPENDIX I

ACCOUNTANT'S REPORT

The movement in deferred income tax assets during the Track Record Period, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

Movement Deductible tax losses Lease liabilities Loss allowance for financial assets Provisions for warranties Others Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
As at 1 January 2022 13,121 1,078 1,721 1,210 296 17,426
Credit/(Charged) to profit or loss 5,308 262 478 2,164 (157) 8,055
As at 31 December 2022 and 1 January 2023 18,429 1,340 2,199 3,374 139 25,481
Credit/(Charged) to profit or loss 20,551 (183) (75) (304) 61 20,050
As at 31 December 2023 and 1 January 2024 38,980 1,157 2,124 3,070 200 45,531
Credit/(Charged) to profit or loss 1,164 63 3,171 (447) 162 4,113
As at 31 December 2024 and 1 January 2025 40,144 1,220 5,295 2,623 362 49,644
Credit/(Charged) to profit or loss - 1,068 (325) 750 25 1,518
As at 31 March 2025 40,144 2,288 4,970 3,373 387 51,162

Deferred income tax assets are recognised to the extent that the realization of the related tax benefit through the future taxable profits is probable. Deferred income tax assets have not been recognised in respect of the following items:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Tax losses 72,838 61,453 313,648 353,743
Deductible temporary difference 3,832 2,811 3,075 3,540
76,670 64,264 316,723 357,283

Deductible losses that are not recognised for deferred income tax assets will expire as follows:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
2022 - - - -
2023 23,671 - - -
2024 12,688 12,688 - -
2025 16,924 16,924 16,924 16,924
2026 10,190 10,134 10,134 10,134
2027 9,365 9,365 9,365 9,365
2028 - 12,342 12,342 12,342
2029 and beyond - - 264,883 304,978
72,838 61,453 313,648 353,743

APPENDIX I

ACCOUNTANT'S REPORT

(b) Deferred income tax liabilities

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
The balance comprises temporary differences attributable to:
Right-of-use assets (1,511) (1,259) (1,306) (2,401)

The movement in deferred income tax liabilities during the Track Record Period, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

Movement Right-of-use assets
RMB'000
As at 1 January 2022 (1,311)
Charged to profit or loss (200)
As at 31 December 2022 and 1 January 2023 (1,511)
Charged to profit or loss 252
As at 31 December 2023 and 1 January 2024 (1,259)
Credit to profit or loss (47)
As at 31 December 2024 and 1 January 2025 (1,306)
Credit to profit or loss (1,095)
As at 31 March 2025 (2,401)

The Company

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to the same tax authority.

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Total deferred income tax assets (a) 35,481 49,566 51,749 52,838
Net-off with deferred income tax liabilities (b) (892) (824) (689) (1,321)
Net deferred income tax assets 34,589 48,742 51,060 51,517

The analysis of deferred income tax assets is as follows:

(a) Deferred income tax assets

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
The balance comprises temporary differences attributable to:
Tax losses 15,311 29,098 31,375 31,375
Lease liabilities 905 849 755 1,359
Loss allowance for financial assets 16,292 17,132 17,570 17,699
Provisions for warranties 2,832 2,285 1,686 2,017
Others 141 202 363 388
Total deferred income tax assets 35,481 49,566 51,749 52,838

APPENDIX I

ACCOUNTANT'S REPORT

The movement in deferred income tax assets during the Track Record Period, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

Movement Deductible tax losses Lease liabilities Loss allowance for financial assets Provisions for warranties Others Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
As at 1 January 2022 10,033 707 14,721 1,137 293 26,891
Credit/(Charged) to profit or loss 5,278 198 1,571 1,695 (152) 8,590
As at 31 December 2022 and 1 January 2023 15,311 905 16,292 2,832 141 35,481
Credit/(Charged) to profit or loss 13,787 (56) 840 (547) 61 14,085
As at 31 December 2023 and 1 January 2024 29,098 849 17,132 2,285 202 49,566
Credit/(Charged) to profit or loss 2,277 (94) 438 (599) 161 2,183
As at 31 December 2024 and 1 January 2025 31,375 755 17,570 1,686 363 51,749
Credit/(Charged) to profit or loss - 604 129 331 25 1,089
As at 31 March 2025 31,375 1,359 17,699 2,017 388 52,838

(b) Deferred income tax liabilities

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
The balance comprises temporary differences attributable to:
Right-of-use assets (892) (824) (689) (1,321)

The movement in deferred income tax liabilities during the Track Record Period, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

Movement Right-of-use assets
RMB'000
As at 1 January 2022 (693)
Charged to profit or loss (199)
As at 31 December 2022 and 1 January 2023 (892)
Charged to profit or loss 68
As at 31 December 2023 and 1 January 2024 (824)
Credit to profit or loss 135
As at 31 December 2024 and 1 January 2025 (689)
Credit to profit or loss (632)
As at 31 March 2025 (1,321)

APPENDIX I

ACCOUNTANT'S REPORT

38. CASH FLOW INFORMATION

(a) Cash used in operations

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Cash flows from operating activities
Loss for the year/period (25,147) (58,116) (235,897) (31,500) (17,078)
Adjustments for:
Income tax (credit)/expense (Note 12) (3,903) (11,110) 3,981 1,814 1,662
Depreciation of property, plant and equipment (Note 15) 7,750 8,359 11,150 3,209 3,017
Depreciation of right-of-use assets (Note 16) 5,216 8,020 10,007 3,162 2,348
Amortisation of intangible assets (Note 17) 730 1,243 2,235 526 548
Impairment losses/(reversals) on financial assets 6,700 (205) 38,486 (1,888) 160
Impairment losses/(reversals) of inventory 716 2,738 1,749 4,226 (2,404)
Amortisation of deferred government grants (1,016) (490) (850) (26) (1,031)
Finance costs (Note 10) 12,922 8,055 12,970 2,789 3,800
Share-based payment expenses (Note 29) 114 411 420 105 105
Net loss/(gain) on disposal of property, plant and equipment (Note 7) 349 111 33 2 (104)
Fair value change of financial assets and liabilities at fair value through profit or loss (Note 7) (795) (406) (72) (65) -
Foreign exchange (gain)/loss - net (1) (486) (363) 1,090 -
Operating gain/(loss) before changes in working capital: 3,635 (41,876) (156,151) (16,556) (8,977)
Increase in inventories (43,510) (17,869) (14,306) (3,909) (11,058)
(Increase)/decrease in trade and notes receivables (278,609) 92,273 70,351 13,734 (105,506)
Increase in prepayments, other receivables, and other assets (3,518) (6,982) (40,255) (16,447) (3,526)
Increase/(decrease) in trade payables 161,198 (55,206) 36,770 (30,723) 56,420
Increase/(decrease) in provisions for warranty 13,181 (2,677) (3,389) (1,177) 3,886
Increase/(decrease) in accruals and other payables 14,115 6,482 570 5,175 4,058
Increase/(decrease) in contract liabilities 190 5,152 2,303 1,471 (2,604)
Increase in restricted cash - - (591) - -
Cash used in operations (133,318) (20,703) (104,698) (48,432) (67,307)

– I-84 –


APPENDIX I

ACCOUNTANT'S REPORT

(b) Net debt reconciliation

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Cash and cash equivalents 205,195 195,065 141,359 146,167
Financial assets at fair value through profit or loss 31,983 1,506 - -
Borrowings (253,282) (274,311) (390,321) (450,583)
Lease liabilities (12,405) (12,025) (13,245) (18,723)
Net debt (28,509) (89,765) (262,207) (323,139)
Borrowings Financial instruments with preferred rights at amortised cost Lease liabilities Total
--- --- --- --- ---
RMB'000 RMB'000 RMB'000 RMB'000
As at 1 January 2022 114,233 432,665 6,204 553,102
Cash flows 131,459 - (5,158) 126,301
Recognition of financial instruments with preferred rights at amortised cost (Note 36) - 50,500 - 50,500
New leases entered - - 10,805 10,805
Interest expenses (Note 10) 7,590 6,194 554 14,338
Derecognition of financial instruments with preferred rights at amortised cost (Note 36) - (489,359) - (489,359)
As at 31 December 2022 253,282 - 12,405 265,687
Cash flows 11,412 - (8,980) 2,432
New leases entered - - 8,113 8,113
Interest expenses (Note 10) 9,617 - 487 10,104
As at 31 December 2023 274,311 - 12,025 286,336
Cash flows 102,550 - (9,586) 92,964
New leases entered - - 10,245 10,245
Interest expenses (Note 10) 13,460 - 561 14,021
As at 31 December 2024 390,321 - 13,245 403,566
Cash flows 56,615 - (2,271) 54,344
New leases entered - - 7,527 7,527
Interest expenses (Note 10) 3,647 - 222 3,869
As at 31 March 2025 450,583 - 18,723 469,306
As at 1 January 2024 274,311 - 12,025 286,336
Cash flows 103,133 - (2,962) 100,171
New leases entered - - 6,958 6,958
Interest expenses (Note 10) 2,949 - 146 3,095
As at 31 March 2024 (Unaudited) 380,393 - 16,167 396,560

(c) Major non-cash transaction

Except for the addition to right-of-use assets (note 16(a)) and termination of preferred rights (note 36(b)), there were no other material non-cash transactions in financing activities during the Track Record Period.


APPENDIX I

ACCOUNTANT'S REPORT

39. CAPITAL COMMITMENTS

Significant capital expenditures contracted for each reporting period but not recognised as liabilities are as follows:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Property, plant and equipment 4,245 411 - -

40. TRANSACTIONS WITH NON-CONTROLLING INTERESTS

The material transactions with non-controlling interests during the Track Record Period are as follows:

Acquisition of non-controlling interests of a subsidiary

In 2022, the Company acquired 40% shareholding of Shanghai Zhida New Energy Automobile Public Supporting Development Co., Ltd. 上海黎達新能源汽車公共配套發展有限公司 (“Shanghai Zhida New Energy”) from Sparkle Group Ltd., the minority shareholders of Shanghai Zhida New Energy, with the cash consideration of RMB2,389,000. After this transaction, Shanghai Zhida New Energy became a wholly owned subsidiary of the Company.

The effect of the transaction with non-controlling interests on the equity attributable to owners of the Company in 2022 is summarised as follows:

RMB'000
Cash consideration paid to non-controlling interests 2,389
Less: Carrying amount of equity acquired from non-controlling interests (1,621)
Loss on acquisition recognised in equity 768

In August 2024, the Company acquired 30% shareholding of Anhui Zhida Zhongding Automobile Charging Equipment Co., Ltd. 安徽黎達中鼎汽車充電設備有限公司 (“Anhui Zhida Zhongding”) from Anhui Zhongding Sealing Parts Co., Ltd. 安徽中鼎密封件股份有限公司, the minority shareholders of Anhui Zhida Zhongding, with the cash consideration of RMB33,800,000. After this transaction, Anhui Zhida Zhongding became a wholly owned subsidiary of the Company.

The effect of the transaction with non-controlling interests on the equity attributable to owners of the Company in 2024 is summarised as follows:

RMB'000
Cash consideration paid to non-controlling interests 33,800
Less: Carrying amount of equity acquired from non-controlling interests (13,433)
Loss on acquisition recognised in equity 20,367

41. RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence.

Members of key management and their close family members of the Group are also considered as related parties.

The following significant transactions were carried out between the Group and its related parties during the periods presented. In the opinion of the directors of the Company, the related party transactions were carried out in the normal course of business and at terms negotiated between the Group and the respective related parties.


APPENDIX I

ACCOUNTANT'S REPORT

(a) Names and relationships with related parties

The following companies are significant related parties of the Group that had transactions and/or balances with the Group during the Track Record Period.

Name of related party Relationship with the Group
Dr. Huang Zhiming Chairman of the Board and the Controlling shareholder
Shanghai Ronghe A Joint Venture of the Group
Wuxi Pailian An Associate of the Group
Anhui Zhongding Sealing Parts Co., Ltd. Shareholder of the Company
Shanghai Tongdu Management Consulting Co., Ltd. Controlled by Dr. Huang Zhiming
Hubei Weisi Lingke Equipment Manufacturing Co., Ltd. Controlled by a former director of the Company
Shanghai Xinzhidong New Energy Technology Co., Ltd. Controlled by a former director of the Company
Shanghai Enneagon Energy Technology Ltd. Significant influenced by a director of the Company
Shanghai Qiyuanxin Power Technology Co., Ltd. Significant influenced by a former director of the Company

(b) Transactions with related parties

During the Track Record Period, substantially all of the balances with related parties were trade in nature. The following table summarizes the transactions carried out with related parties during the Track Record Period.

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Sales of goods or service
Shanghai Qiyuanxin Power Technology Co., Ltd. 116 - 1,422 - -
Shanghai Xinzhidong New Energy Technology Co., Ltd. 3,086 - - - -
Shanghai Enneagon Energy Technology Ltd. 8 39 - - -
3,210 39 1,422 - -
Purchases of goods or service
Anhui Zhongding Sealing Parts Co., Ltd. 429 830 - - -
Purchases of property, plant, and equipment
Hubei Weisi Lingke Equipment Manufacturing Co., Ltd. 1,392 - - - -
Loan provided to related parties
Shanghai Ronghe 203 - - - -

APPENDIX I

ACCOUNTANT'S REPORT

As at 31 December As at 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Repayment of loans to related parties
Shanghai Tongdu Management Consulting Co., Ltd. 263 - - - -
Repayment of loans by related parties
Wuxi Pailian 580 - - - -
Shanghai Ronghe - 2,203 - - -
580 2,203 - - -

(c) Balance with related parties

The following table summarizes the balances with related party transactions of our Group as of the dates indicated:

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Trade and notes receivables (trade in nature)
Wuxi Pailian 1,948 1,948 1,948 1,948
1,948 1,948 1,948 1,948
Less: allowance for credit losses (1,948) (1,948) (1,948) (1,948)
- - - -
Other receivables (non-trade in nature)
Shanghai Ronghe 2,203 - - -
2,203 - - -
Less: allowance for credit losses (40) - - -
2,163 - - -
Trade payables (trade in nature)
Anhui Zhongding Sealing Parts Co., Ltd. 1,277 1,478 - -
Contract liabilities (trade in nature)
Shanghai Ronghe 189 987 - -

(d) Guarantees

As at 31 December As at 31 March
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Guarantees provided by Dr. Huang Zhiming for the Group's bank borrowings 143,142 124,167 - -

APPENDIX I

ACCOUNTANT'S REPORT

(e) Key management compensation

Key management includes directors (executive and non-executive) and senior management of the Group. The compensation paid or payable to key management for employee services is shown below:

Year ended 31 December Three months ended 31 March
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited)
Wages, salaries and bonuses. 4,525 4,979 7,171 1,631 1,671
Pension obligations, housing funds, medical insurances and other social insurances. 570 679 986 230 256
Other employee benefits. 19 418 207 55 24
Share-based payment expenses. 37 184 320 87 56
5,151 6,260 8,684 2,003 2,007
  1. Benefits and interests of directors and supervisors

(a) Directors and supervisors' emoluments

The remuneration paid or payable to the directors and supervisors of the Company (including emoluments for services as employee/directors/supervisors of the group entities prior to becoming the directors of the Company) during the years ended 31 December 2022, 2023, 2024 and three months ended 31 March 2024 and 2025 was as follows.

Name Year ended 31 December 2022
Wages, salaries and bonuses Pension obligations, housing funds, medical insurances and other social insurances Share-based payment expenses Other employee benefits Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Name of directors:
Dr. Huang Zhiming (i) 1,447 129 - 19 1,595
Ms. Luo Tao (ii) 590 79 9 - 678
Mr. Guo Peng (iii) - - - - -
Mr. Zhu Jian (iv) - - - - -
Mr. You Jianxin (v) 180 - - - 180
Mr. Zhu Renjie (vi) 458 79 5 - 542
Mr. Chen Hanlin (vii) - - - - -
Mr. Lu Fengwei (vii) - - - - -
Mr. Shen Qi (viii) 525 80 5 - 610
Mr. Li Xinrui (ix) 329 51 6 - 386
Ms. Che Hailin (x) 15 - - - 15
Mr. Qian Haixiao (xi) 15 - - - 15
3,559 418 25 19 4,021
Name of supervisors:
Mr. Liu Xi (xii) - - - - -
Mr. Shen Qi (viii) 189 51 3 - 243
Mr. Li Qian (xiii) - - - - -
189 51 3 - 243

APPENDIX I

ACCOUNTANT'S REPORT

Year ended 31 December 2023

Name Wages, salaries and bonuses Pension obligations, housing funds, medical insurances and other social insurances Share-based payment expenses Other employee benefits Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Name of directors:
Dr. Huang Zhiming (i) 2,540 143 - 258 2,941
Mr. Li Xinrui (ix) 915 143 58 160 1,276
Mr. You Jianxin (v) 180 - - - 180
Ms. Che hailin (x) 90 - - - 90
3,725 286 58 418 4,487
Name of supervisors:
Mr. Liu Xi (xii) - - - - -
Mr. Shen Qi (viii) 546 144 35 - 725
Mr. Li Qian (xiii) - - - - -
546 144 35 - 725

Year ended 31 December 2024

Name Wages, salaries and bonuses Pension obligations, housing funds, medical insurances and other social insurances Share-based payment expenses Other employee benefits Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Name of directors:
Dr. Huang Zhiming (i) 2,945 145 - 164 3,254
Mr. Li Xinrui (ix) 845 145 58 80 1,128
Mr. You Jianxin (v) 27 - - - 27
Ms. Che Hailin (x) 14 - - - 14
Ms. Sun Zhili (xiv) 75 - - - 75
Mr. Lu Ming (xiv) 75 - - - 75
Ms. Wu Yushan (xiv) 75 - - - 75
4,056 290 58 244 4,648
Name of supervisors:
Mr. Liu Xi (xii) - - - - -
Mr. Shen Qi (viii) 491 147 35 - 673
Mr. Li Qian (xiii) - - - - -
Ms. Dai Can (xv) - - - - -
491 147 35 - 673

APPENDIX I

ACCOUNTANT'S REPORT

Three months ended 31 March 2025

Name Wages, salaries and bonuses Pension obligations, housing funds, medical insurances and other social insurances Share-based payment expenses Other employee benefits Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Name of directors:
Dr. Huang Zhiming (i) 601 36 - - 637
Mr. Li Xinrui (ix) 261 36 14 26 337
Ms. Sun Zhili (xiv) 23 - - - 23
Mr. Lu Ming (xiv) 23 - - - 23
Ms. Wu Yushan (xiv) 23 - - - 23
931 72 14 26 1,043
Name of supervisors:
Mr. Liu Xi (xii) - - - - -
Mr. Shen Qi (viii) 123 37 9 - 169
Ms. Dai Can (xv) - - - - -
123 37 9 - 169

Three months ended 31 March 2024 (Unaudited)

Name Wages, salaries and bonuses Pension obligations, housing funds, medical insurances and other social insurances Share-based payment expenses Other employee benefits Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Name of directors:
Dr. Huang Zhiming (i) 661 37 - 68 766
Mr. Li Xinrui (ix) 211 37 14 3 265
Mr. You Jianxin (v) 27 - - - 27
Ms. Che Hailin (x) 14 - - - 14
Ms. Sun Zhili (xiv) - - - - -
Mr. Lu Ming (xiv) - - - - -
Ms. Wu Yushan (xiv) - - - - -
913 74 14 71 1,072
Name of supervisors:
Mr. Liu Xi (xii) - - - - -
Mr. Shen Qi (viii) 123 37 9 - 169
Mr. Li Qian (xiii) - - - - -
Ms. Dai Can (xv) - - - - -
123 37 9 - 169

(i) Dr. Huang Zhiming was appointed as the chairman of the Company on 22 November 2010.
(ii) Ms. Luo Tao was appointed as the director of the Company on 4 April 2017 and resigned on 10 August 2022.
(iii) Mr. Guo Peng was appointed as the director of the Company on 26 February 2020 and resigned on 10 August 2022.
(iv) Mr. Zhu Jian was appointed as the director of the Company on 31 October 2018 and resigned on 10 August 2022.


APPENDIX I

ACCOUNTANT'S REPORT

(v) Mr. You Jianxin was appointed as the director of the Company on 26 February 2020 and resigned on 29 February 2024.

(vi) Mr. Zhu Renjie was appointed as the director of the Company on 9 August 2017 and resigned on 10 August 2022.

(vii) Mr. Chen Hanlin and Mr. Lu Fengwei were appointed as the director of the Company on 31 October 2018 and resigned on 10 August 2022.

(viii) Mr. Shen Qi was appointed as the director of the Company on 13 June 2019 and resigned on 10 August 2022. Mr. Shen Qi was appointed as the supervisor of the Company on 11 August 2022.

(ix) Mr. Li Xinrui was appointed as the director of the Company on 11 August 2022.

(x) Ms. Che Hailin was appointed as the director of the Company on 11 August 2022 and resigned on 29 February 2024.

(xi) Mr. Qian Haixiao was appointed as the director of the Company on 11 August 2022 and resigned on 1 December 2022.

(xii) Mr. Liu Xi was appointed as the supervisor of the Company on 30 September 2021.

(xiii) Mr. Li Qian was appointed as the supervisor of the Company on 11 August 2022 and resigned on 29 February 2024.

(xiv) Ms. Sun Zhili, Mr. Lu Ming and Ms. Wu Yushan were appointed as the directors of the Company on 29 February 2024.

(xv) Ms. Dai Can was appointed as the supervisor of the Company on 29 February 2024.

(b) Directors and supervisors' retirement and termination benefits

No retirement benefits were paid to or receivable by any directors or supervisors in respect of their other services in connection with the management of the affairs of the Company or its subsidiaries' undertaking during the Track Record Period.

No payment was made to the directors or supervisors as compensation for early termination of appointment during the Track Record Period.

(c) Consideration provided to third parties for making available directors and supervisors' services

No consideration was provided to third parties for making available directors or supervisors' services at the end of each reporting period or at any time during the Track Record Period.

(d) Information about loans, quasi-loans, and other dealings in favour of directors and supervisors, their controlled bodies, and connected entities

Save as disclosed in the Note 41, there were no loans, quasi-loans, and other dealings in favour of directors and supervisors, their controlled bodies corporate and connected entities at the end of each reporting period or at any time during the Track Record Period.

(e) Directors and supervisors' material interests in transactions, arrangements, or contracts

Save as disclosed in the Note 41, no significant transactions, arrangements, and contracts in relation to the Group's business to which the Company was a party and in which a director or supervisor of the Company had a material interest, whether directly or indirectly, subsisted at the end of each reporting period or at any time during the Track Record Period.

  • I-92 -

APPENDIX I

ACCOUNTANT'S REPORT

43. DIVIDENDS

No dividends have been paid or declared by the Company or the subsidiaries of the Company during the Track Record Period.

44. CONTINGENCIES

As at 31 December 2022, 2023, 2024 and 31 March 2025, there were no significant contingencies for the Group and the Company.

45. SUBSEQUENT EVENTS

There are no material subsequent events undertaken by or impacted on the Company or the Group subsequent to 31 March 2025 and up the date of this report.

46. SUMMARY OF OTHER ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of the Historical Financial Information are set out below. These policies have been consistently applied throughout the Track Record Period, unless otherwise stated.

46.1 Principles of consolidation and equity accounting

(a) Subsidiaries

Subsidiaries are all entities (including a structured entity) over which the Group has control. The Group controls an entity when the Group 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. Subsidiaries are consolidated fully from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statements of comprehensive loss, consolidated statements of changes in equity and consolidated statements of financial position, respectively.

(b) Associates

Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost.

(c) Joint arrangements

Under HKFRS 11 Joint Arrangements investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. The Group has only joint ventures. Interests in joint ventures are accounted for using the equity method of accounting, after initially being recognised at cost in the consolidated statement of financial position.

(d) Equity method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses of the investee in profit or loss, and the Group's share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

  • I-93 -

APPENDIX I

ACCOUNTANT'S REPORT

Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in these entities. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.

The carrying amount of equity-accounted investments is tested for impairment in accordance with the policy described in Note 46.6.

46.2 Separate financial statements

Investments in subsidiaries are accounted for at cost less impairment. Cost includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividend received and receivable.

Impairment testing of the investments in subsidiaries is required upon receiving a dividend from these investments if the dividend exceeds the total comprehensive income of the subsidiary in the period the dividend is declared or if the carrying amount of the investment in the separate financial statements exceeds the carrying amount in the consolidated financial statements of the investee’s net assets including goodwill.

46.3 Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Company and its primary subsidiaries are incorporated in the PRC and consider RMB as their functional currency. The Group determined to present its Historical Financial Information in RMB.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statements of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the consolidated statements of profit or loss on a net basis within other gains – net.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as fair value through other comprehensive income are recognised in other comprehensive income.

46.4 Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • I-94 -

APPENDIX I

ACCOUNTANT'S REPORT

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (Note 46.6).

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within "other gains – net" in the consolidated statements of profit or loss.

Construction in progress represents unfinished construction and equipment under construction or pending for installation and is stated at cost less impairment losses. Cost comprises direct costs of construction including borrowing costs attributable to the construction during the period of construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and ready for intended use.

46.5 Intangible assets

(a) Software

Computer softwares are initially recognised and measured at costs incurred to acquire and bring them to use, amortised on a straight-line basis over their estimated useful lives, and recorded in amortisation within operating expenses in the consolidated statements of profit or loss.

(b) License and others

Separately acquired License and other intangible assets are shown at historical cost. These intangible assets have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost over their estimated useful lives.

(c) Research and development ("R&D")

Research expenditure is recognised as an expense as incurred. Costs incurred on research and development projects are recognised as intangible assets when the following criteria are met:

  • it is technically feasible to complete the research and development project so that it will be available for us;
  • management intends to complete the research and development project and use or sell it;
  • there is an ability to use or sell the research and development project;
  • it can be demonstrated how the research and development project will generate probable future economic benefits;
  • adequate technical, financial and other resources to complete the development and to use or sell the research and development project are available; and
  • the expenditure attributable to the research and development project during its development can be reliably measured.

Directly attributable costs which are eligible to be capitalized as part of the research and development project may include employee costs and an appropriate portion of relevant overheads.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred.

Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

  • I-95 -

APPENDIX I

ACCOUNTANT'S REPORT

46.6 Impairment of non-financial assets

Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

46.7 Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the consolidated statements of financial position where the entity currently has a legally enforceable right to offset the recognised amounts, and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

46.8 Cash and cash equivalents

For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

46.9 Paid-in capital/share capital

Ordinary shares are classified as equity. Financial instruments with preferred rights at amortised cost described in Note 36 are classified as liabilities.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

46.10 Treasury stock

Treasury stock is recorded to reflect the carrying amount of the financial instruments with preferred rights when it is initially reclassified from equity and will be reversed when the financial instruments with preferred rights are derecognised upon when the Group’s obligations in connection with those financial instruments are discharged, cancelled or have expired which will then be reclassified back to equity (Note 28).

46.11 Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

46.12 Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortised over the period of the facility to which it relates.


APPENDIX I

ACCOUNTANT'S REPORT

Borrowings are removed from the consolidated statements of financial position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as finance costs.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

46.13 Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

All other borrowing costs are expensed in the period in which they are incurred.

46.14 Employee benefits

(a) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated statements of financial position.

(b) Pension obligations

In accordance with the rules and regulations in the PRC, the employees of the Group participate in various defined contribution retirement benefit plans organized by the relevant municipal and provincial governments in the PRC under which the Group and the employees are required to make monthly contributions to these plans calculated as a percentage of the employees' salaries, subject to certain ceiling. Other than the monthly contributions, the Group has no further obligation for the payment of retirement and other post-retirement benefits of its employees. The assets of these plans are held separately from those of the Group in an independent fund managed by the PRC government. The Group's contributions to these plans are expensed as incurred.

(c) Housing funds, medical insurances and other social insurances

The employees of the Group are entitled to participate in various government-supervised housing funds, medical insurance and other employee social insurance plan. The Group contributes on a monthly basis to these funds based on certain percentages of the salaries of the employees, subject to certain ceiling. The Group's liability in respect of these funds is limited to the contributions payable in each period.

(d) Bonus plan

The expected cost of bonuses is recognised as a liability when the Group has a present legal or constructive obligation for payment of bonus as a result of services rendered by employees and a reliable estimate of the obligation can be made. Liabilities for bonus plans are expected to be settled within 1 year and are measured at the amounts expected to be paid when they are settled.

  • I-97 -

APPENDIX I

ACCOUNTANT'S REPORT

(e) Termination benefits

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within the scope of IAS 37 and involves the payment of terminations benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

46.15 Leases

Lease as lessee

The Group leases various offices and factories. Leases are initially recognised as a right-of-use asset and corresponding liability at the date when the leased asset is available for use by the Group. Each lease payment is allocated between the principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated on a straight-line basis over the shorter of the asset's estimated useful life and the lease term.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments (if applicable):

  • fixed payments (including in-substance fixed payments), less any lease incentives receivable;
  • variable lease payment that are based on an index or a rate, initially measured using the index or rate as of the commencement date;
  • amounts expected to be payable by the lessee under residual value guarantees;
  • the exercise price of a purchase option if the lessee is reasonably certain to exercise that option;
  • payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option; and

Lease payments to be made under reasonably certain extension options are also included in the measurement of lease liabilities.

The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Group's incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

  • the amount of the initial measurement of lease liabilities;
  • any lease payments made at or before the commencement date, less any lease incentive received;
  • any initial direct costs; and
  • restoration costs, if any.

Payments associated with short-term leases are recognised on a straight-line basis as an expense. Short-term leases are leases with a lease term of 12 months or less without a purchase option.

  • I-98 -

APPENDIX I

ACCOUNTANT'S REPORT

46.16 Earnings per share

(a) Basic earnings per share

Basic profit per share is calculated by dividing:

  • the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares
  • by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury stock.

(b) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic loss per share to take into account:

  • the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
  • the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

46.17 Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate.

Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets.

46.18 Interest income

Interest income from financial assets at FVPL is included in the net fair value gains/(losses) on these assets, see Note 7 below.

Interest income on financial assets at amortised cost and financial assets at FVOCI calculated using the effective interest method is recognised in profit or loss as part of other income.

Interest income is presented as finance income where it is earned from financial assets that are held for cash management purposes, see Note 10 below. Any other interest income is included in other income.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently become credit impaired. For credit-impaired financial assets the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance).

III SUBSEQUENT FINANCIAL STATEMENTS

No audited financial statements have been prepared by the Company or any of the subsidiaries now comprising the Group in respect of any period subsequent to 31 March 2025. No dividend or distribution has been declared, made or paid by the Company or any of its subsidiaries now comprising the Group in respect of any period subsequent to 31 March 2025.

  • I-99 -

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The information set forth in this appendix does not form part of the Accountant's Report received from the Company's reporting accountant, PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, as set forth in Appendix I to this prospectus, and is included herein for illustrative purpose only.

The unaudited pro forma financial information should be read in conjunction with the section headed "Financial Information" in this prospectus and the Accountant's Report set forth in Appendix I to this prospectus.

A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS

The following unaudited pro forma statement of adjusted net tangible assets of the Group prepared in accordance with Rule 4.29 of the Listing Rules, is for the purpose of illustrating the effect of the Global Offering on the consolidated net tangible assets of the Group attributable to the equity holders of the Company as at 31 March 2025 as if the Global Offering had taken place on 31 March 2025.

This unaudited pro forma statement of adjusted net tangible assets has been prepared for illustrative purpose only and because of its hypothetical nature, it may not give a true picture of the net tangible assets of the Group as at 31 March 2025 or at any future dates following the Global Offering. It is prepared based on the consolidated financial information of the Group as at 31 March 2025 as set forth in the Accountant's Report of the Group, the text of which is set out in Appendix I to this prospectus, and adjusted as described below. The unaudited pro forma statement of adjusted net tangible assets does not form part of the Accountant's Report.

Audited consolidated net tangible assets of the Group attributable to equity holders of the Company as at 31 March 2025 (Note 1) Estimated net proceeds from the Global Offering (Note 2) Unaudited pro forma adjusted net tangible assets attributable to equity holders of the Company as at 31 March 2025 Unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to equity holders of the Company per Share (Note 3) (Note 4)
RMB'000 RMB'000 RMB'000 RMB HK$
Based on the Offer Price of HK$66.92 per H Share . . . 31,647 326,942 358,589 6.00 6.56
Based on the Offer Price of HK$83.63 per H Share . . . 31,647 415,584 447,231 7.48 8.17

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Notes:

(1) The audited consolidated net tangible assets attributable to equity holders of the Company as of 31 March 2025 is extracted from the Accountant's Report set out in Appendix I to this prospectus, which is based on the audited consolidated net assets of the Group attributable to equity holders of the Company as of 31 March 2025 of approximately RMB48,861,000, with an adjustment for the intangible assets of approximately RMB17,214,000 as at 31 March 2025.

(2) The estimated net proceeds from the Global Offering are based on the individual Offer Price of HK$66.92 and HK$83.63 per H Share, being the lower end to higher end of the stated offer price range, respectively, and 5,978,900 H Shares expected to be issued under the Global Offering, after deduction of the underwriting fees and other related expenses payable by the Company (excluding listing expenses of RMB28,126,000 which have been accounted for in the Group's consolidated statements of comprehensive loss prior to 31 March 2025), and takes no account of any H Shares which may be issued pursuant to the exercise of the Over-allotment Option.

(3) The unaudited pro forma adjusted net tangible assets per H Share is arrived at after the adjustments referred to in the preceding paragraphs and on the basis that 59,788,807 shares are in issue, assuming the Global Offering had been completed on 31 March 2025, and no over-allotment option will be granted.

(4) For the purpose of this unaudited pro forma statement of adjusted net tangible assets, the balance stated in Renminbi is converted into Hong Kong dollars at rate of RMB0.9150 to HK$1.00. No representation is made that Renminbi amounts have been, could have been or may be converted to Hong Kong dollars, or vice versa, at that rate.

(5) No adjustment has been made to reflect any trading results or other transactions of the Group entered into subsequent to 31 March 2025.

  • II-2 -

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

B. ACCOUNTANT'S REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following is the text of a report received from PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this prospectus.

img-0.jpeg

羅兵咸永道

INDEPENDENT REPORTING ACCOUNTANT'S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

To the Directors of Shanghai Zhida Technology Development Co., Ltd.

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Shanghai Zhida Technology Development 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 of the Group as at 31 March 2025, and related notes (the "Unaudited Pro Forma Financial Information") as set out on pages II-1 to II-2 of the Company's prospectus dated 30 September 2025, in connection with the proposed initial public offering of the shares of the Company (the "Prospectus"). The applicable criteria on the basis of which the Directors have compiled the Unaudited Pro Forma Financial Information are described on pages II-1 to II-2 of the Prospectus.

The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate the impact of the proposed initial public offering on the Group's financial position as at 31 March 2025 as if the proposed initial public offering had taken place at 31 March 2025. As part of this process, information about the Group's financial position has been extracted by the Directors from the Group's financial information for the period ended 31 March 2025, on which an accountant's report has been published.

Directors' Responsibility for the Unaudited Pro Forma Financial Information

The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and with reference to Accounting Guideline 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").

  • II-3 -

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

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 (HKSQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, issued by the HKICPA, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the HKICPA. This standard requires that the reporting accountant plans and performs procedures to obtain reasonable assurance about whether the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of unaudited pro forma financial information included in a prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the proposed initial public offering at 31 March 2025 would have been as presented.

  • II-4 -

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

  • The related pro forma adjustments give appropriate effect to those criteria; and
  • The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the company, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our work has not been carried out in accordance with auditing standards or other standards and practices generally accepted in the United States of America or auditing standards of the Public Company Accounting Oversight Board (United States) or standards and practices of any professional body in any other overseas jurisdiction and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

(a) the Unaudited Pro Forma Financial Information has been properly compiled by the Directors on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

PricewaterhouseCoopers

Certified Public Accountants

Hong Kong, 30 September 2025


APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

DIRECTORS AND BOARD OF DIRECTORS

Power to allocate and issue Shares

The Articles of Association does not contain clauses that authorize the Board of Directors to allocate or issue shares. The Board of Directors shall prepare suggestions for share allotment or issue, which are subject to approval by the Shareholders at the Shareholders' General Meeting ("General Meeting" or "Shareholders' Meeting") in the form of a special resolution. Any such allotment or issue shall be in accordance with the procedures stipulated in appropriate laws, administrative regulations and supervision rules of shares listed region.

Power to dispose assets of our Company or any subsidiary

The Board of Directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee matters, entrusted financial management, connected transactions, external donations, and establish strict review and decision-making procedures; major investment projects shall be reviewed by relevant experts and professionals and reported to the General Meeting for approval.

Compensation or payments for loss of office

There are no provisions in the Articles of Association relating to compensation or payments for loss of office.

Loans to Directors

There are no provisions in the Articles of Association relating to loans to directors.

Provision of financial assistance for acquiring the Shares of the Company or shares of any subsidiary

The Company or its subsidiaries (including its subsidiaries) shall not provide any financial assistance to the person who purchases or intends to purchase the Company's Shares in the form of gifts, advances, guarantees, compensations, or loans.

Disclosure of interests in contracts with the Company or any subsidiary

Directors shall not conclude any contract or engage in any transaction with the Company either in violation of the Articles of Association or without the approval of the General Meeting.


APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Remuneration

The appointment and removal of the members of the Board of Directors and the Board of Supervisors, as well as their remuneration and payment methods, shall be adopted by the General Meeting by ordinary resolution.

Retirement, appointment, removal

The Board of Directors is composed of five Directors, including three independent Directors. The Directors of the Company are elected by the General Meeting. At any time, the Board of Directors should have more than one-third independent Directors, and the total number of independent Directors should not be less than three, at least one of whom must have appropriate professional qualifications or possess appropriate accounting or related financial management expertise.

The Board of Directors has one chairman. The chairman of the Board of Directors shall be elected by more than half of all Directors. The Directors shall be elected or replaced by the General Meeting, and may be removed by the General Meeting through an ordinary resolution before the expiration of their term of office.

The chairman of the Board and other Directors serve three-year terms, and the Director can be re-elected and reappointed at the end of the term. The term of office of a Director shall be calculated from the date of appointment until the expiration of the term of office of the current Board of Directors. If the term of office of a Director expires without timely re-election, the original Director shall still perform the duties of a Director in accordance with laws, administrative regulations, departmental rules, and the provisions of these Articles of Association before the newly elected Director takes office.

The general manager or other senior managers may concurrently serve as Directors. However, the total number of Directors holding senior management positions and Directors held by employee representatives shall not exceed half of the total number of Directors of the Company. None of the following persons shall serve as our Director, Supervisor or senior management:

(i) a person who has no civil capacity or has limited civil capacity;

(ii) a person who has been sentenced to criminal punishment for corruption, bribery, encroachment on property, misappropriation of property or sabotage of the order of the socialist market economy, and less than five years have elapsed since the completion of the sentence, or having been deprived of his/her political rights as a result of a criminal conviction and five years have not elapsed since the date on which execution of the sentence was completed;


APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

(iii) a person who has served as a Director, factory chief, or manager of an insolvent and liquidated company or enterprise and is held personally liable for such bankruptcy, and three years have not elapsed since the date when the insolvency and liquidation of the company or enterprise is completed;

(iv) a person who has served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to any violation of law, and is held personally liable for the revocation, and three years have not elapsed since the date when the revocation occurs;

(v) a person who has a relatively large sum of debt, which was not paid at maturity;

(vi) a person who has been banned from entering the securities market by the China Securities Regulatory Commission and the deadline has not expired; or

(vii) other contents stipulated by laws, administrative regulations, departmental rules, or the Hong Kong Listing Rules.

The election, appointment or employment of the Directors, Supervisors or other senior management shall be invalid if such election, appointment or employment is against the Articles of Association. If the Directors, Supervisors or senior management falls into the situations provided in the above-mentioned situations during their term of office, they would be dismissed by our Company.

Borrowing Powers

The Board of Directors shall be entitled to develop proposals for our Company to issue bonds and to list its Shares, and that such bond issues must be approved by the Shareholders by a special resolution at the General Meeting.

ALTERNATIONS TO CONSTITUTIONAL DOCUMENTS

In any of the following circumstances, the Company shall amend its articles of association:

(i) after the revision of the PRC Company Law or relevant laws and administrative regulations, the matters stipulated in the articles of association conflict with the provisions of the revised laws and administrative regulations;

(ii) the situation of the company changes and is inconsistent with the matters recorded in the articles of association;

(iii) the General Meeting has decided to amend the articles of association.


APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

If the amendment of the articles of association approved by the Shareholders’ Meeting resolution requires approval by the competent authority, it must be submitted to the competent authority for approval; If it involves Company registration matters, change registration shall be handled in accordance with the law.

The Board of Directors shall amend the Articles of Association in accordance with the resolution of the Shareholders’ Meeting to amend the Articles of Association and the approval opinions of relevant competent authorities.

The amendment of the Articles of Association constitutes to the information required to be disclosed by laws and regulations and shall be announced in accordance with regulations.

VARIATION OF RIGHTS OF EXISTING SHARES OR CLASSES OF SHARES

There are no provisions in the Articles of Association relating to variation of rights of existing Shares or classes of Shares of the Company.

SPECIAL RESOLUTIONS – MAJORED REQUIRED

The resolutions of the General Meeting are categorized as ordinary resolutions and special resolutions. An ordinary resolution shall be adopted by a majority of more than one-half of the votes held by the Shareholders (including proxies) attending the General Meeting. A special resolution shall be adopted by a two-thirds majority of the votes held by the Shareholders (including proxies) attending the General Meeting.

VOTING RIGHTS (GENERALLY AND ON A POLL)

Shareholders (including proxy) shall exercise their voting rights according to the number of voting Shares they represent, and each Share shall have one vote.

Any Shareholder who, in accordance with the Hong Kong Listing Rules, is required to waive their voting rights or is limited to only casting affirmative or negative votes on a certain matter shall waive their voting rights or voting rights in accordance with the provisions. Any Shareholder vote or representative vote that violates relevant regulations or restrictions will not be counted in the voting results.

When the Shareholders’ Meeting considers major matters that affect the interests of small and medium-sized investors, separate votes should be counted for the votes of small and medium-sized investors. The results of individual vote counting should be promptly and publicly disclosed.

The Shares held by the Company do not have voting rights, and these Shares are not included in the total number of Shares with voting rights present at the Shareholders’ Meeting.

  • III-4 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

When the Shareholders' Meeting deliberates on related transactions, affiliated Shareholders shall not participate in voting, and the number of voting Shares represented by them shall not be included in the total number of valid votes. The announcement of the resolution of the Shareholders' Meeting should fully disclose the voting status of non-related Shareholders (depending on the requirements of the Hong Kong Stock Exchange).

The Shareholders' Meeting adopts a registered voting method.

Shareholders attending the Shareholders' Meeting shall express one of the following opinions on the proposal submitted for voting: affirmative, negative or abstention. The securities registration and clearing organization shall be the nominee holder of shares on the Interconnection Mechanism for Mainland and Hong Kong Stock Markets (if any), except where declaration is made in accordance with the actual holder's intent.

Where any ballot is not completed in full, is completed incorrectly or unintelligibly, or has no vote recorded, the voter shall be deemed to have waived his voting rights and the voting result for his shares shall be deemed as an "abstention".

REQUIREMENTS FOR ANNUAL GENERAL MEETINGS

The General Meetings are divided into annual general meetings and extraordinary general meetings. The annual general meeting shall be convened once a year and be held within six months of the end of the previous fiscal year.

ACCOUNTING AND AUDITS

Financial and accounting policies

The Company formulates its financial and accounting system in accordance with laws, administrative regulations, and relevant national departments. If there are other provisions in the Hong Kong Listing Rules, they shall prevail.

The Company shall submit an annual report to the China Securities Regulatory Commission and the Hong Kong Stock Exchange within 4 months from the end of each fiscal year, and an interim report to the dispatched office of the China Securities Regulatory Commission and the Hong Kong Stock Exchange within 2 months from the end of the first 6 months of each fiscal year.

The above annual and mid-term reports shall be prepared in accordance with relevant laws, administrative regulations, and the provisions of the China Securities Regulatory Commission and the Hong Kong Stock Exchange.

The Company shall not establish other accounting books except for statutory accounting books. The assets of the Company shall not be deposited in any account opened in the name of any individual.


APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Appointment and Dismissal of Accountants

The Company engages accounting firms that comply with the provisions of the Securities Law and the Hong Kong Listing Rules to conduct accounting statement auditing, net asset verification, and other related consulting services. The term of employment is one year and can be renewed. The appointment of an accounting firm by the Company must be decided by a majority of Shareholders at the Shareholders' Meeting, and the Board of Directors shall not appoint an accounting firm before the decision is made at the Shareholders' Meeting. The Company guarantees to provide the accounting firm it engages with true and complete accounting vouchers, accounting books, financial accounting reports, and other accounting materials, and shall not refuse, conceal, or falsely report.

The remuneration of an accounting firm or the method of determining remuneration shall be determined by the Shareholders' Meeting. When the Company dismisses or no longer renews the appointment of an accounting firm, the Shareholders' Meeting shall make a decision and notify the accounting firm 30 days in advance. When the Company's Shareholders' Meeting votes on the dismissal of an accounting firm, the accounting firm is allowed to state its opinions. If the accounting firm proposes to resign, it shall explain to the Shareholders' Meeting whether the Company has any improper circumstances.

NOTICE AND AGENDA OF GENERAL SHAREHOLDERS' MEETINGS

The Shareholders' Meeting is the organ of authority of the Company. The Company shall convene an extraordinary Shareholders' Meeting within two months from the date of the fact:

(i) the number of Directors is less than two-thirds of the number specified in the PRC Company Law or the Articles of Association;

(ii) where the Company's unfunded losses reach one third of the total Share capital paid in;

(iii) where the Shareholder(s) who individually or jointly hold no less than 10% of the Company's Shares request(s) holding of such a meeting;

(iv) when deemed necessary by the Board of Directors;

(v) when the Board of supervisors proposes to convene such a meeting;

(vi) in other circumstances stipulated by laws, administrative regulations, departmental rules, the Hong Kong Listing Rules, or the Articles of Association.

  • III-6 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

The General Meeting shall be convened by the Board of Directors. Independent Directors have the right to propose to the Board of Directors to convene an extraordinary Shareholders’ Meeting. The Board of Directors shall, in accordance with laws, administrative regulations, the Hong Kong Listing Rules, and the Articles of Association, provide written feedback on whether they agree or disagree to convene an extraordinary Shareholders’ Meeting within ten days after receiving the proposal from independent Directors. If the Board of Directors agrees to convene an extraordinary Shareholders’ Meeting, a notice of convening the Shareholders’ Meeting shall be issued within five days after the Board of Directors’ resolution is made; If the Board of Directors does not agree to convene an extraordinary Shareholders’ Meeting, the reasons will be explained and announced.

The Supervisory Committee has the right to propose to the Board of Directors the convening of an extraordinary Shareholders’ Meeting and shall submit it in writing to the Board of Directors. The Board of Directors shall, in accordance with laws, administrative regulations, the Hong Kong Listing Rules, and the Articles of Association, provide written feedback on whether to agree or disagree with the convening of an extraordinary Shareholders’ Meeting within ten days after receiving the proposal. If the Board of Directors agrees to convene an extraordinary Shareholders’ Meeting, a notice of convening the Shareholders’ Meeting shall be issued within five days after the Board of Directors’ resolution is made. Any changes to the original proposal in the notice shall require the consent of the Supervisory Committee. If the Board of Directors does not agree to convene an extraordinary Shareholders’ Meeting or fails to provide feedback within ten days after receiving the proposal, it shall be deemed that the Board of Directors is unable or fails to fulfill its duty to convene a Shareholders’ Meeting, and the Supervisory Committee may convene and preside over it on its own.

Shareholders who individually or collectively hold 10% or more of the Company’s Shares have the right to request the convening of an extraordinary Shareholders’ Meeting from the Board of Directors and shall submit it in writing to the Board of Directors. The Board of Directors shall, in accordance with laws, administrative regulations, the Hong Kong Listing Rules, and the Articles of Association, provide written feedback on whether to agree or disagree with the convening of an extraordinary Shareholders’ Meeting within ten days after receiving the request. If the Board of Directors agrees to convene an extraordinary Shareholders’ Meeting, it shall issue a notice of convening the Shareholders’ Meeting within five days after making the Board resolution. Any changes to the original request in the notice shall be subject to the consent of the relevant Shareholders. If the Board of Directors does not agree to convene an extraordinary Shareholders’ Meeting or fails to provide feedback within ten days after receiving the request, Shareholders who individually or collectively hold 10% or more of the Company’s Shares have the right to propose to the Supervisory Committee to convene an extraordinary Shareholders’ Meeting and shall submit a request in writing to the Supervisory Committee. If the Supervisory Committee agrees to convene an extraordinary Shareholders’ Meeting, it shall issue a notice of convening the Shareholders’ Meeting within five days of receiving the request. Any changes to the original proposal in the notice shall be approved by the relevant Shareholders. If the Supervisory Committee fails to issue a notice of the Shareholders’ Meeting within the prescribed period, it shall be deemed that the Supervisory Committee has not convened and presided over the Shareholders’ Meeting. Shareholders who individually or collectively hold 10% or more of the Company’s Shares for more than 90 consecutive days may convene and preside over the Shareholders’ Meeting on their own.

  • III-7 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

The Company holds a Shareholders' Meeting, and the Board of Directors, Supervisory Committee, and Shareholders who individually or jointly hold more than 3% of the Company's Shares have the right to submit proposals to the Company. Shareholders who individually or collectively hold more than 3% of the Company's Shares may submit temporary proposals and submit them in writing to the convener ten days prior to the convening of the Shareholders' Meeting. The convener shall issue a supplementary notice of the Shareholders' Meeting within two days after receiving the proposal, announcing the content of the temporary proposal.

Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of the Shareholders' Meeting or add new proposals after issuing the notice of the Shareholders' Meeting. Proposals that are not listed in the notice of the Shareholders' Meeting or do not comply with the provisions of Article 82 of the Articles of Association shall not be voted on and a resolution shall be made by the Shareholders' Meeting.

The convener will notify all Shareholders by announcement 20 days before the annual general meeting is held, and the extraordinary Shareholders' Meeting will notify all Shareholders by announcement 15 days before the meeting is held. When calculating the advance notice period, the Company should not include the day of the meeting.

The notice of the Shareholders' Meeting shall be in writing and include the following contents:

(i) the time, location, and duration of the meeting;

(ii) submit matters and proposals for review at the meeting;

(iii) clearly state in writing that all Shareholders have the right to attend the Shareholders' Meeting and may appoint a proxy in writing to attend and vote at the meeting. The proxy does not need to be a Shareholder of the Company;

(iv) share registration date of the Shareholders entitled to attend the Shareholders' Meeting;

(v) name and phone number of the permanent contact person for conference affairs;

(vi) other requirements stipulated by laws, administrative regulations, departmental rules, the Hong Kong Listing Rules, and the Articles of Association.

The notice and supplementary notice of the Shareholders' Meeting shall fully and completely disclose all specific contents of all proposals. If the matter to be discussed requires independent Directors to express their opinions, the independent Directors' opinions and reasons will be disclosed simultaneously when the notice of the Shareholders' Meeting or supplementary notice is issued.

  • III-8 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

The resolutions of the Shareholders' Meeting are divided into ordinary resolutions and special resolutions.

The following matters shall be passed by ordinary resolution at the Shareholders' Meeting:

(i) work reports of the Board of Directors and the Supervisory Committee;

(ii) the profit distribution plan and loss recovery plan formulated by the Board of Directors;

(iii) appointment or dismissal of the members of the Board of Directors and the Supervisory Committee who are not employee Supervisor(s), and formulate their salary plans and payment methods;

(iv) the Company's annual budget plan, final accounting plan, balance sheet, profit statement and other financial statements;

(v) annual report of the Company;

(vi) the Company's business policy and investment plan; and

(vii) other matters other than those required by laws, administrative regulations, the Hong Kong Listing Rules, or the Articles of Association to be passed through special resolutions.

The following matters shall be passed by special resolution of the Shareholders' Meeting:

(i) the increase or decrease in registered capital of the company;

(ii) the mergers, spin-offs, dissolutions and liquidations of the Company;

(iii) the amendment to the Articles of Association;

(iv) to review and approve the purchase or sale of material assets by the Company within 12 consecutive months or the guarantee amount exceeds 30% of the latest audited total assets of the Company;

(v) to review the Company's equity incentive plan(s); and

(vi) other matters required by laws, administrative regulations, the Hong Kong Listing Rules or the Articles of Association, as well as those determined by ordinary resolutions of the Shareholders' Meeting with significant impact on the Company, and which require special resolutions to be passed.

  • III-9 -

APPENDIX III
SUMMARY OF ARTICLES OF ASSOCIATION

TRANSFER OF SHARES

The Shares of our Company holding by the funders thereof shall not be transferred within one year of the date of establishment of our Company.

The Directors, Supervisors, and senior management of our Company shall declare, to our Company, information on their holdings of the Shares of our Company and the changes thereto. The Shares transferrable by them during each year of their term of office shall not exceed 25 percent of their total holdings of the Shares of our Company. The Shares that they hold in our Company shall not be transferred within one year of the date on which the stocks of our Company are listed and traded. The aforesaid persons shall not transfer their Shares of our Company within half a year from the date of their resignation.

Where any Director, Supervisor or senior manager of the Company who holds more than 5% of the Company's Shares sells Company's stock he holds within 6 months of the relevant purchase, or purchases any stock he has sold within 6 months of the relevant sale, the proceeds generated therefrom shall be incorporated into the profits of the Company, and the Board of Directors of the Company shall recover the proceeds. However, the following circumstances shall be excluded where a securities company holds more than 5% of the Shares due to its purchase of any remaining Shares under best efforts underwriting or where the provisions of the securities regulatory authority under the State Council are apply.

Shares or other securities with the nature of equity held by Directors, Supervisors, senior executives and individual Shareholders as mentioned in the preceding paragraph include Shares or other securities with the nature of equity held by their spouses, parents or children, or held by them by using other people's accounts. If the Board of Directors of the Company fails to comply with the above paragraph of this Article, the Shareholders are entitled to request the Board of Directors to do so within 30 days. If the Board of Directors of the Company fails to comply within the aforesaid period, the Shareholders are entitled to initiate litigation directly in the People's Court in their own names for the interest of the Company. And if the Board of Directors fails to implement the provisions set forth in this Article, the responsible Directors shall bear joint and several liability in accordance with law.

POWER OF THE COMPANY TO PURCHASE ITS OWN SHARES

The Company shall not acquire its own Shares. However, except for one of the following situations:

(i) to reduce the registered capital of the Company;
(ii) to merger with other companies holding Shares in the Company;
(iii) to use Shares for employee shareholding schemes or as equity incentives;

  • III-10 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

(iv) to acquire the Shares of shareholders (upon their request) who vote against any resolution adopted at any general meetings regarding the merger or division of the Company;

(v) to use the Shares to satisfy the conversion of the convertible corporate bonds into Shares issued by the Company;

(vi) to safeguard corporate value and Shareholders’ interests as the Company deems necessary.

The Company’s purchase of its Shares can be carried out through public centralized trading, or other methods recognized by laws, administrative regulations, the Hong Kong Listing Rules, and the China Securities Regulatory Commission.

If the Company purchases its Shares due to the circumstances specified in Article 40, Paragraph 1, items 3, 5 and 6 of the Articles of Association, it shall, on the premise of complying with the requirements of the Hong Kong Listing Rules and other securities regulatory rules of the place where the Company’s Shares are listed, conduct the purchase through public centralized trading.

POWER OF ANY SUBSIDIARY OF THE ISSUER TO OWN SHARES IN ITS PARENT

There are no provisions in the Articles of Association relating to the power of the Company’s subsidiary to own the Shares in its parent.

DIVIDENDS AND OTHER METHODS OF DISTRIBUTION

There are no provisions in the Articles of Association relating to dividends and other methods of distribution of the Company.

PROXIES

Any Shareholder who has the right to attend and vote at the Shareholders’ Meeting may attend the meeting in person or entrust one or more (who may not be a shareholder) as their proxy to attend and vote on their behalf.

The power of attorney issued by Shareholders authorizing others to attend the Shareholders’ Meeting shall include the following contents:

(i) the name of the proxy;

(ii) whether the proxy is authorized to vote;

(iii) respective instructions on affirmative, negative or abstention voting on each item for consideration listed in the General Meeting’s agenda;

  • III-11 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

(iv) date of issuance and validity period of the power of attorney;

(v) signature (or seal) of the Shareholder; If the Shareholder is a corporate Shareholder, the seal of the legal entity shall be affixed.

The power of attorney shall indicate whether the Shareholder’s proxy can vote according to its own will if the Shareholder does not provide specific instructions.

Where a Shareholder authorizes another person to sign a proxy statement for voting, the power of attorney for such signing authority or other authorization documents shall be notarized. The notarized power of attorney or other authorization documents, as well as the voting proxy authorization letter, shall be logged at our Company’s residence or other designated place in the notice convening the meeting. If the principal is a legal person, the legal representative or person authorized by the Board of Directors or other decision-making body shall attend the Shareholders’ Meeting of our Company as a representative.

If a Shareholder is a recognized clearing house (or its agent) as defined in relevant regulations in Hong Kong and amended from time to time, the Shareholder may authorize its legal representative or one or more persons it deems appropriate to act as its representative at any General Meeting of shareholders; provided, however, if more than one person is authorized, the power of attorney or power of attorney shall specify the number and types of Shares involved in each such person’s authorization, and the power of attorney shall be signed by authorized personnel of recognized clearing houses. The authorized person may represent the recognized clearing house (or its agent) to attend meetings (without presenting Shareholding certificates, notarized authorization and/or further evidence confirming their formal authorization) and exercise the same legal rights as other Shareholders, including the right to speak and vote.

CALLS ON SHARES AND FORFEITURE OF SHARES

There are no provisions in the Articles of Association relating to calls on Shares and forfeiture of Shares of the Company.

INSPECTION OF REGISTER OF MEMBERS

Our Company establishes a register of members based on the vouchers provided by the securities registration and settlement institution, which is sufficient evidence to prove that shareholders hold our Company’s Shares. Shareholders shall enjoy rights and assume obligations according to the types of Shares they hold. Shareholders holding the same type of Shares shall have equal rights and assume the same obligations.

The transfer of Shares must be recorded in the register of members. The original register of members of overseas listed foreign Shares listed in Hong Kong shall be kept in Hong Kong.

  • III-12 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Our Company shall keep a copy of the register of members of overseas listed foreign Shares at its domicile. The entrusted overseas agency shall ensure the consistency of the original and duplicate register of members of overseas listed foreign Shares at all times. The register of members kept in Hong Kong must be available for Shareholders to access. Our Company may be allowed to suspend Shareholder registration procedures in accordance with provisions in line with the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

When our Company convenes a Shareholders' Meeting, distributes dividends, liquidates, or engages in other activities that require confirmation of Shareholder identity, the Board of Directors or the convener of the Shareholders' Meeting shall determine the share registration date. After the share registration date is closed, the registered Shareholders shall be the Shareholders who enjoy the relevant rights and interests.

QUORUM FOR GENERAL MEETINGS

There are no provisions in the Articles of Association relating to quorum for general meetings of the Company.

RIGHTS OF THE MINORITIES IN RELATION TO FRAUD OR OPPRESSION THEREOF

If Directors, general managers, and other senior management personnel violate laws, administrative regulations, or the provisions of the Articles of Association while performing their duties, causing losses to our Company, Shareholders who individually or jointly hold more than 1% of our Company's Shares for more than 180 consecutive days have the right to request in writing that the Supervisory Committee file a lawsuit with the people's court; If the Supervisory Committee violates laws, administrative regulations, or the provisions of the Articles of Association while performing its duties, causing losses to our Company, the aforementioned Shareholders may request in writing that the Board of Directors file a lawsuit with the people's court. If the Supervisory Committee or the Board of Directors refuses to file a lawsuit after receiving a written request from the Shareholders specified in the preceding paragraph, or fails to file a lawsuit within 30 days from the date of receiving the request, or if the situation is urgent and the failure to file a lawsuit immediately will cause irreparable damage to our Company's interests, the Shareholders specified in the preceding paragraph have the right to directly file a lawsuit in their own name to the people's court for the benefit of our Company. If another person infringes on the legitimate rights and interests of our Company and causes losses to our Company, Shareholders who individually or jointly hold more than 1% of our Company's Shares for more than 180 consecutive days may file a lawsuit with the people's court in accordance with the provisions of the preceding two paragraphs.

If Directors, general managers, and other senior management personnel violate laws, administrative regulations, or the provisions of the Articles of Association and harm the interests of Shareholders, Shareholders may file a lawsuit with the people's court.

  • III-13 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

If Shareholders of the Company abuse their Shareholder rights and cause losses to our Company or other Shareholders, they shall bear compensation liability in accordance with the law. If a Company's Shareholders abuse the independent status of our Company's legal person and the limited liability of Shareholders, evade debts, and seriously harm the interests of our Company's creditors, they shall bear joint and several liability for our Company's debts.

The controlling Shareholders and actual controllers of our Company shall not use their affiliated relationships to harm the interests of our Company. Those who violate regulations and cause losses to our Company shall be liable for compensation. The controlling Shareholders and actual controllers of our Company have a fiduciary obligation towards our Company and all Shareholders of our Company. The controlling Shareholder shall strictly exercise the rights of the investor in accordance with the law. The controlling Shareholder, actual controller, and their affiliated parties shall not use profit distribution, asset restructuring, external investment, fund occupation, loan guarantee, etc. to harm the legitimate rights and interests of our Company and all Shareholders, and shall not use their controlling position to harm the interests of our Company and all Shareholders.

PROCEDURES ON LIQUIDATION

Under the PRC Company Law, a company shall be dissolved for any of the following reasons:

(i) the expiration of the business term specified in these articles of association or the occurrence of other dissolution reasons specified in the Articles of Association;

(ii) the Shareholders' Meeting resolves for dissolution;

(iii) dissolution is required due to the merger or division of our Company;

(iv) the business license has been revoked, ordered to close down or dissolved in accordance with the law; and

(v) the Company is dissolved by a people's court in response to the request of Shareholders holding Shares that represent more than 10% of the voting rights of all Shareholders, on the grounds that there are serious difficulties in the operation and management of our Company and its continued existence will cause significant losses to the interests of Shareholders, which cannot be resolved through other means.

  • III-14 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

If our Company is dissolved due to the provisions of Article 218 (1), (2), (4), and (5) of the Articles of Association, a liquidation committee shall be established within 15 days from the date of the occurrence of the cause of dissolution to begin liquidation. The liquidation committee is composed of Directors or any other person determined by the Shareholders' Meeting. If a liquidation committee is not established within the prescribed time limit for liquidation, creditors may apply to the people's court to designate relevant personnel to form a liquidation committee for liquidation.

The liquidation committee shall notify creditors within ten days of its establishment and make a public announcement in the designated information disclosure newspaper of our Company within sixty days, with at least three announcements in the newspaper. Creditors shall declare their claims to the liquidation team within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice.

When applying for creditor's rights, creditors shall explain the relevant matters of the creditor's rights and provide proof materials. The liquidation committee shall register the creditor's rights. During the period of declaring creditor's rights, the liquidation committee shall not pay off the creditor.

After clearing our Company's assets, preparing a balance sheet and inventory of assets, the liquidation team shall formulate a liquidation plan and submit it to the Shareholders' Meeting or the people's court for confirmation. The remaining assets of our Company after paying the liquidation expenses, employee salaries, social insurance expenses, and statutory compensation, paying the outstanding taxes, and paying off our Company's debts shall be distributed by our Company according to the proportion of Shares held by Shareholders. During the liquidation period, our Company exists but cannot carry out business activities unrelated to liquidation. Our Company's assets will not be distributed to Shareholders until they have been paid off in accordance with the provisions of the preceding paragraph.

Upon liquidation of the Company's property and preparation of the required statement of financial position and inventory of assets, if the liquidation committee becomes aware that the Company does not have sufficient assets to meet its liabilities, it must apply to a people's court for a declaration of bankruptcy in accordance with the laws. Following such declaration of bankruptcy by the people's court, the people's court shall take over the administration of the liquidation procedure from the liquidation committee.

After the liquidation of our Company is completed, the liquidation committee shall prepare a liquidation report, submit it to the Shareholders' Meeting or the people's court for confirmation, and submit it to our Company registration authority to apply for deregistration of our Company, and announce the termination of our Company. Members of the liquidation committee are required to discharge their duties in good faith and perform their obligation in compliance with laws. Members of the liquidation committee shall be prohibited from abusing their authority in accepting bribes or other unlawful income and from misappropriating the company's properties. Members of the liquidation committee are liable to indemnify the company and its creditors in respect of any loss arising from their willful or gross negligence.

  • III-15 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Liquidation of a company which is declared bankrupt according to laws shall be processed in accordance with the laws on corporate bankruptcy.

OTHER PROVISIONS MATERIAL TO THE ISSUER OR THE SHAREHOLDERS THEREOF

General Provisions

Our Company is a permanently existing joint stock limited company.

All the assets of our Company are divided into Shares of equal value. The Shareholders are responsible for our Company to the extent of their subscribed Shares, and our Company is responsible for our Company's debts with all its assets.

From the effective date, this Articles of Association shall become a legally binding document regulating the organization and behavior of our Company, the rights and obligations between our Company and its Shareholders, and between Shareholders, and shall have legal binding force on our Company, Shareholders, Directors, Supervisors, general manager, and other senior management personnel. According to the Articles of Association, Shareholders can sue Shareholders, Shareholders can sue Company Directors, Supervisors, general managers, and other senior management personnel, Shareholders can sue our Company, and our Company can sue Shareholders, Directors, Supervisors, general managers, and other senior management personnel.

Share and Transfer

In light of our Company's operational and developmental needs, our Company may increase its capital in accordance with the laws and regulations and subject to a resolution of the General Meeting, by any of the following methods:

(i) a public offering of shares;

(ii) a private placement of shares;

(iii) allotment of bonus shares to existing shareholders;

(iv) conversion of reserve funds to share capital;

(v) other methods permitted by laws, and administrative regulations.

Our Company may reduce its registered capital. Any reduction of our Company's registered capital shall be subject to the procedures prescribed in the PRC Company Law, Hong Kong Listing Rules and other relevant regulations, as well as the Articles of Association.

  • III-16 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Shareholders

Shareholders are entitled to rights and assumes obligations pursuant to the classification and ratio of their shares. Shareholders holding the same classified Share have the same rights and assume the same obligations.

Shareholders of our Company shall enjoy the following rights:

(i) the right to dividends and other distributions in proportion to the number of Shares held;

(ii) the right to apply for, convene, preside, attend or appoint proxies to attend General Meetings and to exercise the corresponding right to speak and vote;

(iii) the right to supervise, present proposals or raise enquiries in respect of our Company's business operations;

(iv) the right to transfer, give as a gift or pledge the Shares it holds in accordance with laws, administrative regulations, Hong Kong Listing Rules and the Articles of Association;

(v) the right to inspect the Articles of Association, Register of Shareholders, corporate bond stubs, minutes of General Meetings, resolutions of the Board of Directors and resolutions of the Board of Supervisors and accounting reports;

(vi) in the event of the termination or liquidation of our Company, the right to participate in the distribution of the remaining property of our Company in proportion to the number of Shares held;

(vii) Shareholders who object to resolutions of merger or division made by the Shareholders' General Meeting may request our Company to purchase Shares held;

(viii) Shareholders who alone or collectively hold more than 3% of the shares of the company shall have the right to put forward an interim proposal 10 days before the shareholders' meeting and submit it in writing to the convener;

(ix) other rights provided for by laws, administrative regulations, departmental rules Hong Kong Listing Rules or the Articles of Association.

Where any Shareholder demands to read the relevant information or obtain any of the aforesaid materials, he shall submit to our Company written documents proving the class(es) and number of Shares he holds. Our Company shall provide the relevant information or materials in accordance with the Shareholder's demand after verifying the Shareholder's identity.

  • III-17 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Shareholders of our Company shall have the following obligations:

(i) to abide by laws, administrative regulations and the Articles of Association;

(ii) to pay the Share subscription price based on the Shares subscribed for by them and the method of acquiring such Shares;

(iii) not to return Shares unless prescribed otherwise in laws and administrative regulations;

(iv) not to abuse Shareholders’ rights to infringe upon the interests of our Company or other Shareholders; not to abuse our Company’s status as an independent legal entity or the limited liability of Shareholders to harm the interests of our Company’s creditors;

(v) to assume other obligations required by laws, administrative regulations and the Articles of Association.

Any Shareholder who abuses Shareholders’ rights and causes our Company or other Shareholders to suffer a loss shall be liable for making compensation in accordance with the law. Any Shareholder who abuses the status of our Company as an independent legal entity or the limited liability of Shareholders to evade debts and severely harm the interests of our Company’s creditors shall assume joint and several liability for our Company’s debts;

The Board of Directors

The Board of Directors shall exercise the following functions and powers:

(i) to convene General Meetings and report to the General Meetings;

(ii) to implement resolutions of the General Meetings;

(iii) to decide on our Company’s business plans and investment plans;

(iv) to formulate the annual financial budgets and final accounts of our Company;

(v) to formulate our Company’s profit distribution plans and plans on making up losses;

(vi) to formulate proposals for the increase or reduction of our Company’s registered capital, the issuance of bonds or other securities of our Company and listing of Shares of our Company;

(vii) to formulate plans for our Company’s major acquisition, repurchase the Shares of our Company, or merger, division, dissolution or change of corporate form of our Company;


APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

(viii) to decide on matters such as investments, purchase and sale of assets, pledge of assets, external guarantee, entrustment of financial management and connected transactions of our Company within the scope of authorization by the General Meeting;

(ix) to decide on establishment of internal management organs of our Company;

(x) to decide on the appointment or dismissal of our Company's general manager, secretary of the Board and other members of the senior management; to decide on the appointment or dismissal the Company's deputy general manager, financial person-in-charge and other senior management according to the nomination of the Company's general manager and decide on matters of their remuneration and rewards and punishments;

(xi) to formulate the basic management system of our Company;

(xii) to formulate proposals to amend the Articles of Association;

(xiii) to manage our Company's disclosures;

(xiv) to propose to the General Meeting the appointment or replacement of the accounting firm that provides audit service to our Company;

(xv) to receive reports on the work of the Company's general manager and to inspect the work of the Company's general manager;

(xvi) to decide to recommend, appoint or replace Directors, Supervisors and senior management to the holding subsidiaries, shareholding companies, joint ventures or associated enterprises of the Company.

(xvii) other powers stipulated by laws, regulations, the Hong Kong Listing Rules, and granted by the Shareholders' Meeting.

Matters beyond the scope of authorization of the General Meeting shall be submitted to the General Meeting for deliberation.

The Board meeting should be attended by more than half of the Directors before it can be held. A resolution made by the Board of Directors must be passed by a majority of all Directors. The voting on Board resolutions shall be based on one person, one vote.

Independent Non-executive Director

At any time, the Board of Directors should have more than one-third of independent Directors, and the total number of independent Directors should not be less than three.

  • III-19 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Secretary of the Board of Directors

Our Company shall establish a secretary to the Board of Directors, responsible for the preparation of our Company's Shareholders' Meeting and Board of Directors' meeting, retention of documents, management of our Company's Shareholder materials handling of information disclosure matters, and other matters stipulated in the Articles of Association.

Board of Supervisors

Our Company has a Supervisory Committee. The Supervisory Committee consists of three supervisors, including one employee representative supervisor and one chairman. The chairman of the Supervisory Committee shall be elected by a majority of all supervisors. The chairman of the Supervisory Committee convenes and presides over meetings of the Supervisory Committee; If the chairman of the Supervisory Committee is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall convene and preside over the Supervisory Committee meeting.

The Supervisory Committee shall include Shareholder representatives and an appropriate proportion of Company employee representatives, with the proportion of employee representatives being one-half. The employee representatives in the Supervisory Committee are democratically elected by our Company's employees through the employee representative assembly, employee assembly, or other forms.

The Supervisory Committee shall exercise the following functions and powers:

(i) to review and give written opinions on the periodic reports of our Company prepared by the Board of Directors;

(ii) to examine our Company's financial matters;

(iii) to supervise the performance by the Directors and senior management of their duties to our Company and propose the dismissal of the Directors and senior management who violates laws, administrative regulations, the Articles of Association or the resolutions of the General Meeting;

(iv) to demand rectification from the Directors and senior management when the acts of such persons are harmful to our Company's interests;

(v) to propose the convening of extraordinary General Meetings; to convene and preside the General Meetings in the event that the Board of Directors fails to perform its duties to convene and preside the General Meetings in accordance with the PRC Company Law;

(vi) to submit proposals to the General Meetings;

  • III-20 -

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

(vii) to file lawsuits against Directors and senior management on behalf of our Company in accordance with Article 151 of the PRC Company Law;

(viii) in case of any queries or any abnormal matters during the business operation of our Company, to investigate, and if necessary, to engage professionals such as accounting firms or law firms to assist its work with expenses being borne by our Company;

(ix) other functions and powers as specified in Hong Kong Listing Rules and other relevant regulations, as well as the Articles of Association.

The Supervisors may attend the meetings of the Board of Directors, query or provide suggestions on the resolution matters of the Board meeting.

General Manager

Our Company has one general manager, appointed or dismissed by the Board of Directors. The general manager shall be accountable to the Board of Directors and exercise the following functions and powers:

(i) to be in charge of the production, operation and management of our Company, to organize the implementation of the resolutions of the Board of Directors, and to report his/her works to the Board of Directors;

(ii) to organize the implementation of our Company's annual business plans and investment plans;

(iii) to draft plans for the establishment of our Company's internal management organization;

(iv) to draft our Company's basic management system;

(v) to formulate the specific rules and regulations of our Company;

(vi) to propose to the Board of Directors appointment or dismissal of deputy general manager and chief financial officer of our Company;

(vii) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board of Directors;

(viii) such other functions and powers conferred by the Articles of Association or the Board of Directors.

The manager shall attend the Board meeting as a nonvoting delegate.

  • III-21 -

APPENDIX III
SUMMARY OF ARTICLES OF ASSOCIATION

Reserves

In distributing its current-year after-tax profits, our Company shall allocate 10% of its profit to its statutory reserve fund.

Allocations to Company’s statutory reserve fund may be waived once the cumulative amount of funds therein exceeds 50% of our Company’s registered capital.

Where the statutory reserve fund is not sufficient to cover any loss made by Company in the previous year, the current year’s profit shall be used to cover such loss before any allocation is made to the statutory reserve fund pursuant to the preceding paragraph.

After an allocation to the statutory reserve fund has been made from the after-tax profit of our Company, and subject to the adoption of a resolution by the General Meeting, an allocation may be made to the discretionary reserve fund.

The remaining after-tax profit after our Company makes up for losses and withdraws provident fund shall be distributed according to the proportion of Shares held by Shareholders.

If the Shareholders’ Meeting violates the provisions of the preceding paragraph by distributing profits to Shareholders before the Company makes up for losses and withdraws the statutory reserve fund, Shareholders must return the profits distributed in violation of the regulations to our Company.

Profits shall not be distributed to Shares held by the Company itself.

Our Company’s provident fund is used to compensate for its losses, expand its production and operation, or convert it into an increase in our Company’s capital. However, the capital reserve fund must not be used to cover our Company’s losses.

After converting statutory reserve funds into capital, the amount remaining in the statutory reserve fund shall be no less than 25% of the Company’s registered capital.

  • III-22 -

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

1. FURTHER INFORMATION ABOUT OUR COMPANY

Incorporation

The predecessor of our Company, Shanghai Zhida Technology Development Co., Ltd. (上海摯達科技發展有限公司) was established in the PRC on November 25, 2010 with limited liability. On September 29, 2022, our Company was converted from a limited liability company into a joint stock limited liability company in accordance with applicable PRC laws and regulations and renamed as Shanghai Zhida Technology Development Co., Ltd. (上海摯達科技發展股份有限公司). Our registered office is located at Room 1001-1, No. 127, Guotong Road, Yangpu District, Shanghai, PRC.

We have established a place of business in Hong Kong at 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong and were registered with the Registrar of Companies in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on March 15, 2024. Ms. Au Wing Sze (區詠詩) of TMF Hong Kong Limited has been appointed as the authorized representative of our Company for the acceptance of service of process and notices on behalf of our Company in Hong Kong. The address for service of process on our Company in Hong Kong is the same as our principal place of business in Hong Kong as set out above.

As our Company was established in the PRC, we are subject to relevant laws and regulations of the PRC. A summary of the relevant aspects of laws and regulations of the PRC and our Articles of Association is set out in "Regulations" and Appendix III to this Prospectus, respectively.

Changes in the Share Capital of Our Company

The change in the share capital of our Company during the two years immediately preceding the date of this Prospectus is set out as follows:

(a) On December 11, 2024, the registered capital of our Company increased from RMB52,527,021 to RMB53,447,654 by way of share subscription by our series E Pre-IPO Investors, Zhuhai Zhidingli and Shiji Guanghua.

(b) On March 10, 2025, the registered capital of our Company increased from RMB53,447,654 to RMB53,809,907 by way of share subscription by our series E Pre-IPO Investor, Xuancheng Fund.

Save as aforesaid, as of the Latest Practicable Date, there had been no alterations of our share capital within the two years preceding the date of this Prospectus.

Changes in the Share Capital of Our Subsidiaries

The list of our subsidiaries is set out in the Accountant's Report, the text of which is set out in Appendix I.


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Details of the changes in the share capital of the Company's subsidiaries within the two years immediately preceding the date of this Prospectus are set out below:

(a) On December 28, 2023, the registered share capital of ZD Trading increased from THB5 million to THB100 million.

(b) On January 4, 2024, the registered share capital of ZD Energy increased from THB60 million to THB125,080,000.

(c) On April 11, 2024, the registered share capital of ZD Trading increased from THB100 million to THB157,400,000.

(d) On May 27, 2024, ZD HK was incorporated in Hong Kong as a wholly-owned subsidiary of our Company with registered capital of HKD10,000.

(e) On December 17, 2024, Zhida Energy (Jiaxing) was established in the PRC as a subsidiary of our Company with registered capital of RMB10 million.

(f) On March 5, 2025, Zhida Chepin was established in the PRC as a subsidiary of our Company with registered capital of RMB1 million.

(g) On April 3, 2025, Zhida Smart Trade was established in the PRC as a subsidiary of our Company with registered capital of RMB1 million.

(h) On April 11, 2025, ZD Energy (Deutschland) GmbH was incorporated in German as a wholly-owned subsidiary of our Company with registered capital of EUR25,000.

(i) On May 20, 2025, Huangshan Zhida was established in the PRC as a subsidiary of our Company with registered capital of RMB10 million.

(j) On June 5, 2025, Shanghai Zhida Auto Supply was established in the PRC as a subsidiary of our Company with registered capital of RMB1 million.

Save as set out above, there has been no alteration in the share capital of the subsidiaries of the Company within two years immediately preceding the date of this Prospectus.

Shareholders' Resolutions

Pursuant to the Shareholders' resolutions passed on February 29, 2024, the following resolutions, among others, were (subject to the relevant regulatory approval, filing and registration) duly passed:

(a) the issue of H Shares with a nominal value of RMB1.00 each and the listing of such H Shares on the Stock Exchange;


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(b) the number of H Shares to be issued pursuant to the Global Offering, and the grant to the underwriters (or their representatives) of the Over-Allotment Option of not more than 15% of the number of H Shares issued pursuant to the Global Offering;

(c) conditional upon the completion of the Global Offering, the Unlisted Shares held by all existing Shareholders will be converted into H Shares on a one-for-one basis;

(d) subject to the completion of the Global Offering, the Articles of Association have been approved and adopted, which shall become effective on the Listing Date, and our Board has been authorized to amend the Articles of Association to the extent necessary in accordance with any comments from the relevant regulatory authorities;

(e) upon completion of the Listing, the granting of a general mandate to the Board to repurchase H Shares issued on the Stock Exchange with an aggregate number of not exceeding 10% of the number of the total issued H Shares (excluding any treasury shares) as at the Listing Date;

(f) upon completion of the Listing, the granting of a general mandate to the Board to (i) allot, issue and deal with Shares; and (ii) sell and/or transfer H Shares out of treasury that are held as treasury shares at any time within a period up to the date of the conclusion of the next annual general meeting of the Shareholders or the date on which the Shareholders pass a special resolution to revoke or change such mandate, whichever is earlier, upon such terms and conditions and for such purposes and to such persons as the Board in their absolute discretion deem fit, and to make necessary amendments to the Articles of Association, provided that, the number of Shares to be issued shall not exceed 20% of the number of the Shares in issue (excluding any treasury shares) as at the Listing Date; and

(g) our Board has been authorized to handle all relevant matters relating to, among other things, the implementation of issuance of H Shares and the Listing.

Explanatory Statement on Repurchase of Our Own Securities

The following paragraphs include, among others, certain information required by the Stock Exchange to be included in this Prospectus concerning the repurchase of our own securities.

(a) Reasons for repurchase

The Board considered that the repurchase of the Shares would be beneficial to and in the best interests of the Company and its Shareholders as a whole. It can strengthen the investors' confidence in the Company and promote a positive effect on maintaining the Company's reputation in the capital market. Such repurchases will only be made when the Board believes that such repurchases will benefit the Company and its Shareholder as a whole.


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(b) Exercise of the general mandate to repurchase Shares

Subject to the passing of the special resolution approving the grant of the general mandate to repurchase Shares at annual general meetings, the Board will be granted general mandate to repurchase Shares until the end of the relevant period. The general mandate to repurchase Shares would expire on the earlier of:

(i) the conclusion of the next annual general meeting of the Company of which time it shall lapse unless, by special resolutions passed at that meeting, the authority is renewed, either conditionally or subject to conditions; or

(ii) the revocation or variation of the mandate under the resolution by a special resolution at any general meeting of the Company.

Furthermore, we need to complete registration and approval procedures with relevant government authorities for the actual grant of the repurchase mandate to the Board, as applicable. The exercise in full of the general mandate to repurchase H Shares (on the basis of 59,788,807 Shares in issue as of the Listing Date and no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the next annual general meeting) would result in a maximum of 5,978,881 H Shares being repurchased by the Company during the relevant period, being the maximum of 10% of the H Shares in issue (excluding any treasury shares) as of the Listing Date.

(c) Source of funds

In repurchasing its Shares, the Company intends to apply funds from the Company's internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with the Articles of Association and the applicable laws, rules and regulations of the PRC.

For repurchase of its Shares according to the reasons provided above, the Company is empowered by its Articles of Association to hold such Shares by itself in accordance with the PRC Company Law. Any repurchases by the Company may only be made out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a new issue of shares made for such purpose. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

(d) Suspension of repurchase

A listed company shall not repurchase its shares on the Stock Exchange at any time after inside information has come to its knowledge until the information is made publicly available. In particular, during the period of one month immediately preceding the earlier of: (i) the date of the board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the company's results for any year, half-year, quarterly


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

or any other interim period (whether or not required under the Listing Rules); and (ii) the deadline for the issuer to announce its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules), until the date of the results announcement, the company may not repurchase its shares on the Stock Exchange unless there are exceptional circumstances.

(e) Close associates and core connected persons

None of our Directors or, to the best of their knowledge having made all reasonable inquiries, any of their close associates have a present intention, in the event the general mandate to repurchase Shares is approved, to sell any Shares to our Company.

No core connected person of our Company has notified our Company that they have a present intention to sell Shares to our Company, or have undertaken to do so, if the general mandate to repurchase Shares is approved.

A listed company shall not knowingly purchase its shares on the Stock Exchange from a core connected person (namely a director, supervisor, chief executive or substantial shareholder of the company or any of its subsidiaries, or a close associate of any of them), and a core connected person shall not knowingly sell their interest in shares of the company to it.

(f) Status of repurchased Shares

Subject to the Articles of Association, the Listing Rules and any other applicable laws and regulations, the Shares repurchased by the Company will be cancelled, hold them as treasury shares or transferred within certain period and the Company's registered capital will be reduced by an amount equivalent to the aggregate nominal value of the Shares if such Shares were cancelled.

(g) Takeover implications

If, as a result of any repurchase of Shares, a Shareholder's proportionate interest in the voting rights of our Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of our Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

Save as aforesaid, our Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the general mandate to repurchase Shares.

  • IV-5 -

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(h) General

If the general mandate to repurchase Shares were to be carried out in full at any time, there may be a material and adverse impact on our working capital or gearing position (as compared with the position disclosed in our most recent published audited accounts). However, our Directors do not propose to exercise the general mandate to repurchase Shares to such an extent as would have a material and adverse effect on our working capital or gearing position. The Company did not hold any treasury shares as of the Latest Practicable Date and will not hold any treasury shares upon Listing. For any treasury shares of the Company deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the below interim measures which include (without limitation): (i) procuring its broker not to give any instructions to HKSCC to vote at general meetings for the treasury shares deposited with CCASS; (ii) in the case of dividends or distributions (if any and where applicable), withdrawing the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the relevant record date for the dividend or distributions; or (iii) taking any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.

Our Directors have undertaken to the Stock Exchange that they will exercise the general mandate to repurchase Shares in accordance with the Listing Rules and the applicable laws in the PRC.

  1. FURTHER INFORMATION ABOUT OUR BUSINESS

Summary of Material Contract

We have entered into the following contract (not being contract entered into in the ordinary course of business) within the two years immediately preceding the date of this Prospectus, which is or may be material:

(a) the Hong Kong Underwriting Agreement.


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Our Intellectual Property Rights

Trademarks

As of the Latest Practicable Date, we have registered the following trademarks which we consider to be material in relation to our business:

Trademark Place of Registration Registration No. Class Expiration Date
雅知帝 PRC 17562152 37 September 20, 2026
般刻家 PRC 44546609 37 November 20, 2030
挚达 PRC 19500307 9 May 13, 2027
PRC 19501819 37 May 13, 2027
PRC 44555923 37 November 6, 2030
ZD Charging PRC 64455927 37 February 20, 2033
ZHIDATECH PRC 64526405 37 January 27, 2033
PRC 64455927 37 February 20, 2033
挚达 European Union 18719163 9 June 20, 2032
UK UK00003800063 9 June 17, 2032
US 97463291 9 August 29, 2033
Japan 2022-070382 9 December 1, 2032
Thailand 231116807 9 July 3, 2032
Malaysia TM2022015294 9 June 20, 2032
Singapore 40202250997H 9 June 21, 2032
挚达 ZHIDA PRC 66939348 9
ZEEDA ENERGY PRC 67205524 9 August 20, 2033
European Union 018924775 9 September 13, 2033
Singapore 40202320464V 9 September 13, 2033
UK UK00003912573 9 May 17, 2033
European Union 018876701 9 May 18, 2033

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

As of the Latest Practicable Date, we had applied for the registration of the following trademarks which we consider to be material in relation to our business:

Trademark Place of Application Application No. Class Application Date
ZHIDATECH Canada 2192377 9 June 20, 2022
South Korea 40-2022-0115486 9 June 21, 2022
Vietnam 4202224030 9 June 21, 2022
PRC 68678021 9 December 2, 2022

筆达

Domain Names

As of the Latest Practicable Date, we have registered or been authorized to use the following domain names which we consider to be material in relation to our business:

Domain Name Registered Owner Expiry Date
xinzhienergy.com Company September 21, 2026^{(2)}
zeedaenergy.com Company August 10, 2026^{(2)}
ohcharge.com Company December 11, 2025^{(1)}
evjack.com Company January 4, 2026^{(2)}
smart-charge.cn Company April 29, 2026^{(2)}
zdenergy.com Company November 9, 2032
上海摯達.com Company September 14, 2026^{(2)}
shbridge.cn Company January 13, 2026^{(2)}
shso.com.cn Company June 3, 2026^{(2)}
shzhida.com Company July 28, 2027
wxzhida.cn Wuxi Zhida November 8, 2026^{(2)}
zdtechgroup.com Company March 23, 2026^{(2)}

Notes:
(1) It is expected that the Company will not renew the domain name upon its expiration.
(2) As advised by the PRC Legal Advisor, it is expected that there will be no impediment to renewing such domain names prior to their expiration.


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Patents

As of the Latest Practicable Date, we have registered or been authorized to use the following patents which we consider to be material in relation to our business:

Patent Place of Registration Application Number Type Application Date
Wall-mounted Charging Station (Zhida High Standard Station) (壁掛式充電樁(摯達高標樁)) PRC 2018305687870 Exterior Design October 12, 2018
AC Charging Station (P1) (交流充電樁(P1)) PRC 202030626432.X Exterior Design October 21, 2020
Charging Station (E-commerce Version B, Portable) (充電樁(電商B版便攜)) PRC 202130024799.9 Exterior Design January 14, 2021
A sealing structure for a new energy vehicle charging station (一種新能源汽車充電樁密封結構) PRC 2016201309680 Utility Model February 19, 2016
A reinforced cable fixing structure inside the charging station shell (一種在充電樁外殼內的線纜加強固定結構) PRC 201922199283.8 Utility Model December 10, 2019
A structure in injection-molded parts replacing embedded nuts (一種注塑件中代替嵌螺母的結構) PRC 201922310499.7 Utility Model December 20, 2019
A shell embedded nut structure (一種殼體嵌螺母結構) PRC 202021209477.8 Utility Model June 24, 2020
A leak detection circuit for an electric vehicle charging station with isolation and self-check functions (一種帶隔離及自檢功能的電動汽車充電樁漏電檢測電路) PRC 202021742704.3 Utility Model August 19, 2020
Charging Station Overtemperature Protection Circuit (充電樁過溫保護電路) PRC 202121477137.8 Utility Model June 30, 2021
An electronic lock for charging guns and a charging gun equipped with the electronic lock (一種用於充電槍的電子鎖及具有該電子鎖的充電槍) PRC 201510875012.3 Invention December 2, 2015
A grounding signal detection circuit for a charging station (一種充電樁的接地信號檢測電路) PRC 202010475810.8 Invention May 29, 2020

– IV-9 –


APPENDIX IV
STATUTORY AND GENERAL INFORMATION

Patent Place of Registration Application Number Type Application Date
A detection device for electric vehicle battery-swapping mechanisms (一種電動車換電機構檢測裝置) PRC 202010477804.6 Invention May 29, 2020
A SAAS-based New Energy Heavy Truck Internet of Things (IoT) Platform Vehicle Management System (一種基於SAAS模式的新能源重卡車聯網平台車輛管理系統) PRC 202010477802.7 Invention May 29, 2020
A method for calculating the driving mileage of a new energy vehicle (一種新能源汽車行駛里程計算方法) PRC 202010620432.8 Invention June 30, 2020
A Vehicle Fault Diagnosis Method Based on the Internet of Things (一種基於物聯網的車輛故障診斷方法) PRC 202010476092.6 Invention May 29, 2020
A filtering method for voltage acquisition in a charging station control and guidance circuit (一種充電樁控制引導電路電壓採集的濾波方法) PRC 202010476292.1 Invention May 29, 2020
A hinge structure (一種合頁結構) PRC 202010590923.2 Invention June 24, 2020
An automatic dispatching method based on the capabilities of charging station service providers (基於充電樁服務商能力的自動派單方法) PRC 202110503347.8 Invention May 10, 2021
An arrangement structure of sealing rings applied to charging stations (一種應用於充電樁中的密封圈佈置結構) PRC 202120909443.8 Utility Model April 29, 2021
The shell of a charging station (充電樁的殼體) PRC 202122010317.1 Utility Model August 25, 2021
AC Charging Station (交流充電樁) PRC 202230273128.0 Exterior Design May 10, 2022
A circuit and charging station for detecting relay sticking in charging stations (一種檢測充電樁繼電器黏連的電路和充電樁) PRC 202221406503.5 Utility Model June 7, 2022
A charging short-circuit protection circuit (一種充電短接保護電路) PRC 202221411958.6 Utility Model June 8, 2022

– IV-10 –


APPENDIX IV
STATUTORY AND GENERAL INFORMATION

Patent Place of Registration Application Number Type Application Date
A voltage dynamic compensation method based on inverter equivalent impedance (一種基於逆變器等效阻抗的電壓動態補償方法) PRC 201710384406.8 Invention May 26, 2017
A method and device for impedance detection in a DC microgrid line for droop control (一種用於下垂控制的直流微網線路阻抗檢測方法及裝置) PRC 201710159934.3 Invention March 17, 2017
A charging reverse connection detection circuit (一種充電反接檢測電路) PRC 202221347695.7 Utility Model May 23, 2022
Electric Vehicle Charging and Discharging Device (電動汽車充放電裝置) PRC 202230659366.5 Exterior Design October 8, 2022
Multifunctional Separable Portable Charging Gun Component (多功能分體式便攜充電槍組件) PRC 202222997373.3 Utility Model November 10, 2022
A grounding detection device (一種接地檢測裝置) PRC 2023219732665 Utility Model July 25, 2023
New Energy Vehicle Charging Box (新能源汽車充電盒) PRC 2023304611837 Exterior Design July 21, 2023
New Energy Vehicle Charging Box (新能源汽車充電盒) PRC 2023304610891 Exterior Design July 21, 2023
Smart Charging Station with Camera and Charging Station Operation Method (具有攝像頭的智能充電樁及充電樁運作方法) PRC 201710395533.8 Invention May 27, 2017
Guiding Joint Mechanism and Cable-Driven Robotic Arm (導向關節機構及繩腳機械臂) PRC CN201811083669.6 Invention September 17, 2018
Adaptive Pose Variation Flexible Automatic Charging Device and Automatic Charging System (自適應位姿變化的柔性自動充電裝置及自動充電系統) PRC CN201811194859.5 Invention October 12, 2018
Gripper-Type Automatic Charging System and its Control Method (抓槍式自動充電系統及其控制方法) PRC CN201811274420.3 Invention October 29, 2018

– IV-11 –


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Patent Place of Registration Application Number Type Application Date
Automatic Gun Gripping Mechanism and Automatic Charging Device (自動抓槍機構及自動充電裝置) PRC CN201811365185.0 Invention November 16, 2018
Bidirectional Charging Gun Head and Automatic Charging System (雙向充電槍頭及自動充電系統) PRC CN201910088524.3 Invention January 29, 2019
Cloud-Based Optimization and Scheduling Automatic Charging Method and System (一種基於雲端優化調度的自動充電方法及系統) PRC CN201811522811.2 Invention December 12, 2018
Dual Charging Gun Head and Automatic Charging System (雙充電槍頭及自動充電系統) PRC CN201910259017.1 Invention April 1, 2019
Electric Vehicle Charging Method Based on Mobile Robots, Mobile Robot, and Backend (基於移動機器人的電動汽車充電方法、移動機器人及後台) PRC 201810546545.0 Invention May 31, 2018
Charging Gun Head and Charging System (充電槍頭及充電系統) PRC 201810323657.x Invention April 10, 2018
User Demand Analysis-Based Shared Car Dispatching Method (基於用戶需求分析的共享汽車調度方法) PRC 201810367247.5 Invention April 23, 2018
Charging Port Location Positioning Method and System (充電口位置的定位方法及系統) PRC 201810977494.7 Invention August 24, 2018
Power Terminals and Charging Gun Head (電源端子及充電槍頭) PRC 201810304476.2 Invention April 4, 2018
Charging cover automatic switching device, charging system and charging method for electric vehicles (電動汽車的充電蓋自動開關裝置、充電系統及充電方法) PRC 201710761323.6 Invention August 30, 2017
Charge port location positioning method and positioning system (充電口位置的定位方法及定位系統) PRC 2018-1174419.0 Invention October 29, 2018
Flexible charging head and automatic charging device (柔性充電槍頭及自動充電裝置) PRC 201810977493.2 Invention August 24, 2018

– IV-12 –


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Copyrights

As of the Latest Practicable Date, we owned the following copyrights which we consider to be material in relation to our business:

Copyright Name Place of Registration Registration No. Date of first publication
Active Service System V1.0 (主動服務系統V1.0) PRC 2015SR196126 June 10, 2015
Electric Heavy Truck Intelligent Monitoring System V1.0.0 (電動重卡智能化監控系統V1.0.0) PRC 2020SR0668257 July 20, 2019
Charging Station Installation Service Provider SaaS System V1.0.0 (充電樁安裝服務商SaaS系統V1.0.0) PRC 2020SR0668249 January 15, 2020
Charging Station Installation Service Provider Order Management System V1.0.0 (充電樁安裝服務商訂單管理系統V1.0.0) PRC 2020SR0666644 May 11, 2020
Intelligent Charging Stations Control System V1.0 (智能充電樁的控制系統V1.0) PRC 2020SR1561764 November 2, 2019
Software for a One-Station-N-Card Issuing System V1.0 (一樁N卡發卡系統的軟件V1.0) PRC 2021SR0961304 July 5, 2020
A Charging Station Software with Bluetooth-based Contactless Charging Feature V1.0 (一種通過藍牙實現無感充電功能的充電樁軟件V1.0) PRC 2021SR0955720 December 4, 2020
A Charging Station Software with Remote App Control Capability V1.0 (一種可以遠程APP控制的充電樁軟件V1.0) PRC 2021SR0955719 August 30, 2020
A Charging Pile Software with Offline Billing Function V1.0 (一種帶離線計費功能的充電樁軟件V1.0) PRC 2021SR0962997 April 20, 2021
Zhida Active Service System [Abbreviation: Active Service System] V2.0 (摯達主動服務系統[簡稱:主服系統]V2.0) PRC 2018SR487779 April 20, 2018
Zhida Active Settlement System V1.0 (摯達主動結算系統V1.0) PRC 2018SR487791 April 10, 2018
Zhida RFID Recharge Card System V1.0 (摯達RFID充值卡系統V1.0) PRC 2018SR484973 May 9, 2018
Zhida Pile to Home Operation Platform [Abbreviation: Pile to Home Platform] V2.0 (摯達樁到家運營平台[簡稱:樁到家平台]V2.0) PRC 2018SR772004 July 10, 2018
  • IV-13 -

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Copyright Name Place of Registration Registration No. Date of first publication
Digital Management System for New Energy Vehicle Charging Station Installation Services V1.0 (新能源汽車充電樁安裝服務數字化管理系統V1.0) PRC 2018SR771996 April 1, 2018
Active Service System [Abbreviation: Active Service System] V3.0 (主動服務系統 [簡稱:主服系統]V3.0) PRC 2018SR880363 July 20, 2018
Zhida Vehicle-to-Everything Intelligent Hardware Integrated Communication Middleware System V1.0 (摯達車聯網智能硬件一體化集成通訊中間件系統V1.0) PRC 2019SR0332181 June 8, 2018
Charging Station Installation Service Management Software V1.0 (充電樁安裝服務管理系統軟件V1.0) PRC 2019SR0579206 April 8, 2019
Energy Storage Centralized Control Platform Management System V2.0 (儲能集控平台管理系統V2.0) PRC 2019SR0839723 May 2, 2019
Charging Station Installation Service Management Software V2.0 (充電樁安裝服務管理系統軟件V2.0) PRC 2019SR0831478 April 8, 2019
Power Internet of Things Cloud Platform System Software V2.0 (電力泛載物聯網雲平台系統軟件V2.0) PRC 2019SR1422787 June 20, 2019
Electric Heavy Truck Vehicle Internet of Things Monitoring System Software V1.0 (電動重卡車輛物聯網監控系統軟件V1.0) PRC 2019SR1057391 July 1, 2019
Power Internet of Things Cloud Platform System Software V3.0 (電力泛載物聯網雲平台系統軟件V3.0) PRC 2020SR0235942 October 17, 2019
Electric Heavy Truck Vehicle IoT Monitoring System Software V2.0 (電動重卡車輛物聯網監控系統軟件V2.0) PRC 2020SR0195645 October 17, 2019
Charging Facility Installation Service Management System Software V3.0 (充電設施安裝服務管理系統軟件V3.0) PRC 2020SR0293272 September 15, 2019
Zhida Smart Charging Mini Program Software V1.0 (摯達智能充電小程序軟件V1.0) PRC 2020SR0576204 October 8, 2019
Zhida New Power Operation Center Mini Program System Software [Abbreviation: New Power Mini Program] V1.0 (摯達新運力運營中心小程序系統軟件[簡稱:新運力小程序]V1.0) PRC 2020SR1534820 March 16, 2020

– IV-14 –


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Copyright Name Place of Registration Registration No. Date of first publication
Zhida Electric Vehicle Charging Pile Overseas Charging Software [Abbreviation: Active Service System] V1.0 (摯達電動汽車充電樁海外充電軟件[簡稱:樁到家車主版]V1.0) PRC 2021SR1554383 September 10, 2021
Zhida Electric Vehicle Charging Integrated Software [Abbreviation: Pile to Home Home Edition] V1.0 (摯達電動汽車充電樁一體化軟件[簡稱:樁到家家庭版]V1.0) PRC 2021SR1729481 September 15, 2021
Zhida Pile to Home Operation and Maintenance Management System V1.0 (摯達樁到家運維管理系統V1.0) PRC 2021SR1729332 June 15, 2021
Zhida Pile to Home Operation and Control System V1.0 (摯達樁到家運營管理系統V1.0) PRC 2021SR1734965 June 15, 2021
Zhida Vehicle-to-Everything Monitoring and Analysis System V1.0 (摯達車聯網監控分析系統V1.0) PRC 2022SR0003231 October 15, 2021
Zhida Data Center Management System Software V1.0 (摯達數據中台管理系統軟件V1.0) PRC 2022SR0150905 November 20, 2021
Zhida Charging Pile E-commerce Management System V1.0 (摯達充電樁電商管理系統V1.0) PRC 2022SR0465005 February 28, 2022
Zhida Private Charging Pile Management App Software [Abbreviation: Zhida] V1.0 (摯達私人充電樁管理APP系統軟件[簡稱:摯達]V1.0) PRC 2022SR1538869 July 20, 2022
Zhida V2G Charging and Discharging Management Mini Program [Abbreviation: V2G] V1.0 (摯達V2G充放電管理小程序[簡稱:V2G]V1.0) PRC 2022SR1479543 August 27, 2022
Zhida Light Storage Charging APP Software [Abbreviation: Zhida Light Storage Charging] V1.0 (摯達光儲充APP軟件[簡稱:摯達光儲充]V1.0) PRC 2023SR0087412 October 18, 2022
Zhida After-sales Management App Software [Abbreviation: After-sales Management] V1.0 (摯達售後管理APP系統軟件[簡稱:售後管理]V1.0) PRC 2023SR0087416 October 18, 2022
Zhida After-sales Management Platform Software System V1.0 (摯達售後管理平台軟件系統V1.0) PRC 2023SR0087415 October 18, 2022

Save as disclosed above, as of the Latest Practicable Date, there were no other trademarks, domains, copyrights, intellectual property rights, or individual property rights which are or may be material in relation to our business.


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

3. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUPERVISORS

Particulars of Directors' and Supervisors' Contracts and Appointment Letters

(i) Executive Directors

Each of Dr. Huang and Mr. Li Xinrui, being our Executive Directors, has entered into a service contract with our Company on September 23, 2025. Each service contract is for an initial term of three years. The service contracts may be renewed in accordance with the Articles of Association and the applicable laws, rules and regulations.

(ii) Independent non-executive Directors

Each of Ms. Sun Zhili, Ms. Wu Yushan, and Dr. Lu Ming being our independent non-executive Directors, has entered into a letter of appointment with our Company on September 23, 2025. Each letter of appointment is for an initial term of three years. The letters of appointment may be renewed in accordance with the Articles of Association and the applicable laws, rules and regulations.

(iii) Supervisors

Each of Mr. Shen Qi, Ms. Dai Can and Mr. Liu Xi, being our Supervisors, has entered into a service contract with our Company on September 23, 2025. Each service contract is for an initial term of three years. The service contracts may be renewed in accordance with the Articles of Association and the applicable laws, rules and regulations.

Remuneration of Directors and Supervisors

Save as disclosed in "Directors, Supervisors and Senior Management" and "Appendix I — Accountant's Report — 41. Benefits and interests of directors and supervisors" for the years ended December 31, 2022, 2023 and 2024 and three months ended March 31, 2025, none of our Directors or Supervisors received other remunerations or benefits in kind from us.

Under the arrangements currently in force, we estimate that the aggregate remuneration payable to, and benefits in kind receivable by, our Directors and Supervisors by any member of our Group in respect of the year ending December 31, 2025 is approximately RMB5.0 million.

There is no arrangement under which any Director or Supervisor has waived or agreed to waive any remuneration or benefits in kind during the Track Record Period.

  • IV-16 -

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

4. DISCLOSURE OF INTERESTS

Disclosure of Interests of Directors and Supervisors

Immediately following the completion of the Global Offering assuming that the Over-Allotment Option is not exercised, none of our Directors or Supervisors has any interest and/or short position in the Shares, underlying Shares and debentures of our Company or our associated corporations (within the meaning of Part XV of the SFO) which will be required to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest or short position which they were taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules to be notified to our Company, once the Shares are listed on the Stock Exchange.

Interests in our Company

Name Position Nature of Interest Number and class of Shares held as at the Latest Practicable Date and immediately prior to the Listing^{(1)} Approximate percentage of shareholding in the total share capital of our Company as at the Latest Practicable Date and immediately prior to the Listing^{(1)} Approximate percentage of shareholding in the Shares after the Global Offering^{(1)}
Dr. Huang Chairman of the Board, Executive Director and chief executive officer Beneficial owner 15,063,372 Unlisted Shares (L) 27.99% 25.19%
Interest in controlled corporations^{(2)} 10,605,643 Unlisted Shares (L) 19.71% 17.74%

Notes:

(L) All interests stated are long positions.

(1) The calculation is based on the assumption that (i) the conversion of the 53,809,907 existing Unlisted Shares in issue into H Shares; and (ii) the Over-Allotment Option is not exercised, the total number of issued shares of the Company immediately upon completion of the Global Offering will be 59,788,807 Shares.


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(2) As of Latest Practicable Date, Tongdu E-Commerce, Tongdu Intelligent and Tongdu Technology directly held 8,287,500, 2,168,540 and 149,603 Unlisted Shares of our Company, which represents 15.40%, 4.03% and 0.28% interests in our Company. Tongdu E-Commerce and Tongdu Intelligent are both controlled by Dr. Huang as its sole general partner. The general partner of Tongdu Technology is Tongdu Enterprise which is controlled by Dr. Huang as to 70% and his spouse as to 30%. Therefore, by virtue of SFO, Dr. Huang, is deemed to be interested in the Shares held by Tongdu E-Commerce, Tongdu Intelligent, Tongdu Technology and Tongdu Enterprise.

Disclosure of Interests of Substantial Shareholders

For information on the persons who will, immediately following the completion of the Global Offering, have interests or short positions in our Shares or underlying Shares which would be required to be disclosed to us and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, see the section headed “Substantial Shareholders”.

Interests of substantial shareholder in non wholly-owned subsidiary of our Company

| Our subsidiary | Registered capital | Party with 10% or more equity interest
(other than members of the Group) | Approximate percentage of shareholding |
| --- | --- | --- | --- |
| Sanming Xunda | RMB10 million | Sanming Jiaoyun Group Co., Ltd.
(三明市交運集團有限公司) | 25% |
| | | Sanming Luqiao Group Highway Management and Development Co., Ltd.

(三明市路橋集團公路經營發展有限公司) | 20% |

So far as set out above, our Directors are not aware of any persons (other than our Directors, Supervisors or chief executive) who will, immediately following the completion of the Global offering, 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 any other member of our Group.

Disclaimers

Save as disclosed in “History, Development and Corporate Structure,” none of our Directors or Supervisors 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;

None of our Directors or Supervisors 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

  • IV-18 -

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Save as disclosed in “Substantial Shareholders”, without taking into account any Shares which may be taken up under the Global Offering, none of our Directors knows of any person (not being a Director or chief executive of our Company) who will, immediately following completion of the Global Offering, be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at Shareholders’ meetings of any member of our Group in the Shares or underlying Shares of our Company.

5. OTHER INFORMATION

Litigation

As of the Latest Practicable Date, no member of our Group was engaged in any litigation or arbitration of material importance and, so far as our Directors are aware, no litigation or claim of material importance is pending or threatened by or against any member of our Group.

Sole Sponsor

The Sole Sponsor has made an application on our behalf to the Listing Committee of the Stock Exchange for a listing of, and permission to deal in, all the H Shares to be issued as mentioned in this Prospectus. The Sole Sponsor satisfies the independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing Rules.

Pursuant to the engagement letter entered into between our Company and the Sole Sponsor, we have agreed to pay the Sole Sponsor a fee of HK$6,200,000 to act as the sponsor of our Company in connection with the proposed listing on the Stock Exchange.

Compliance Advisor

Our Company has appointed Shenwan Hongyuan Capital (H.K.) Limited as the compliance advisor in compliance with Rule 3A.19 of the Listing Rules.

Preliminary Expenses

As of the Latest Practicable Date, our Company had not incurred material preliminary expenses.

Promoter

The promoters of our Company are all of the 16 then shareholders of our Company as of July 27, 2022 immediately before our conversion into a joint stock limited liability company. Within the two years immediately preceding the date of this Prospectus, no cash, securities or other benefit has been paid, allotted or given nor is any proposed to be paid, allotted or given to any promoter in connection with the Global Offering and the related transactions described in this Prospectus.

  • IV-19 -

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

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
Shenwan Hongyuan Capital (H.K.) Limited Licensed corporation under the SFO for Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities as defined under the SFO
PricewaterhouseCoopers Certified Public Accountants under Professional Accountants Ordinance (Cap. 50)
Registered Public Interest Entity Auditor under Accounting and Financial Reporting Council Ordinance (Cap. 588)
Commerce & Finance Law Offices Legal advisor to our Company as to the PRC law
Commerce & Finance Law Offices LLP Legal advisor to our Company as to United States tariffs and export control laws
Siam Premier International Law Office Limited Legal advisor to our Company as to the Thailand law
Gurbani & Co LLC Legal advisor to ZD Singapore, a wholly-owned subsidiary of our Company, as to the Singapore law
Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. Industry consultant

Consents of Experts

Each of the experts named in the paragraph headed "Qualification of Experts" in this Appendix has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion of its report and/or letter and/or opinion and/or the references to its name included herein in the form and context in which it is respectively included/appears.


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

None of the experts named above has any shareholding interests in any member of our Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of our Group.

Taxation of Holders of H Shares

The sale, purchase and transfer of H Shares registered with our Hong Kong branch register of members will be subject to Hong Kong stamp duty. The current rate charged on each of the purchaser and seller is 0.1% of the consideration of or, if higher, of the fair value of our Shares being sold or transferred.

Restriction on Share Repurchases

For details of the restrictions on share repurchases by our Company, see “Appendix III — Summary of Articles of Association”.

Binding Effect

This Prospectus shall have the effect, if an application is made in pursuant hereof, of rendering all persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and 44B of the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable.

Related Party Transactions

Our Group entered into the related party transactions within the two years immediately preceding the date of this Prospectus as mentioned in “Appendix I — Accountant’s Report — Related Party Transactions”.

Estate Duty

Our Directors have been advised that no material liability for estate duty is likely to fall on our Company or any of our major subsidiaries.

Bilingual Prospectus

The English language and Chinese language versions of this Prospectus are being published separately, in reliance upon the exemption provided by section 4 of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong).


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Miscellaneous

(a) within the two years immediately preceding the date of this Prospectus:

(i) no share or loan capital of our Company or any of our subsidiaries has been issued or agreed to be issued, or is proposed to be fully or partly paid either for cash or a consideration other than cash;

(ii) no share or loan capital of our Company or any of our subsidiaries is under option or is agreed conditionally or unconditionally to be put under option;

(iii) no commissions, discounts, brokerages or other special terms have been granted or agreed to be granted in connection with the issue or sale of any share of our Company or any of our subsidiaries; and

(iv) no commission has been paid or is payable for subscription, agreeing to subscribe, procuring subscription or agreeing to procure subscription for any share in or debentures of our Company;

(b) there are no founder, management or deferred shares or any debentures in our Company or any of our subsidiaries;

(c) there are no contracts for hire or hire purchase of plant to or by us for a period of over one year which are substantial in relation to our business;

(d) there has not been any interruption in the business of our Group which may have or has had a significant effect on the financial position of our Group in the 12 months preceding the date of this Prospectus;

(e) there are no restrictions affecting the remittance of profits or repatriation of capital by us into Hong Kong from outside Hong Kong;

(f) our Company has no outstanding convertible debt securities or debentures;

(g) there is no arrangement under which future dividends are waived or agreed to be waived;

(h) none of our equity and debt securities is listed or dealt with in any other stock exchange nor is any listing or permission to deal being or proposed to be sought;

(i) our Company is a joint stock limited company and is subject to the PRC Company Law; and

– IV-22 –


APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(j) our Company has adopted a code of conduct regarding Directors' and Supervisors' securities transactions on terms as required under the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Hong Kong Listing Rules.

No Material Adverse Change

Our Directors confirm that up to the date of this Prospectus, there has been no material adverse change in our financial, operational, or trading position, indebtedness, mortgage, contingent liabilities, guarantees or prospects since March 31, 2025, being the end of the period reported on the Accountant's Report included in Appendix I; and there has been no event since March 31, 2025 which would materially affect the information shown in the Accountant's Report set out in Appendix I to this Prospectus.

  • IV-23 -

APPENDIX V

DOCUMENTS DELIVERED TO THE REGISTRAR OF

COMPANIES IN HONG KONG AND AVAILABLE ON DISPLAY

DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG

The documents attached to the copy of this Prospectus delivered to the Registrar of Companies in Hong Kong for registration were:

(a) the written consents referred to in “Statutory and General Information — 5. Other Information — Consents of Experts” in Appendix IV to this Prospectus; and

(b) a copy of the material contract referred to in “Statutory and General Information — 2. Further Information about our Business — Summary of Material Contract” in Appendix IV to this Prospectus.

DOCUMENTS AVAILABLE ON DISPLAY

Copies of the following documents will be available on display on the website of the Stock Exchange at www.hkexnews.hk and our website at www.shzhida.com during a period of 14 days from the date of this Prospectus:

  1. the Articles of Association;

  2. the audited consolidated financial statements of our Group for the years ended December 31, 2022, 2023 and 2024 and three months ended March 31, 2025;

  3. the Accountant’s Report from PricewaterhouseCoopers, the text of which is set forth in Appendix I to this Prospectus;

  4. the report on the unaudited pro forma financial information of our Group from PricewaterhouseCoopers, the text of which is set forth in Appendix II to this Prospectus;

  5. the material contract referred to in “Statutory and General Information — 2. Further Information about our Business — Summary of Material Contract” in Appendix IV to this Prospectus;

  6. the written consents referred to in “Statutory and General Information — 5. Other Information — Consents of Experts” in Appendix IV to this Prospectus;

  7. the service contracts and appointment letters referred to in “Statutory and General Information — 3. Further Information about our Directors and Supervisors” in Appendix IV to this Prospectus;

– V-1 –


APPENDIX V

DOCUMENTS DELIVERED TO THE REGISTRAR OF

COMPANIES IN HONG KONG AND AVAILABLE ON DISPLAY

  1. the legal opinions issued by Commerce & Finance Law Offices, our PRC Legal Advisor, in respect of, among other things, the general matters and property interests of our Group under the PRC law;

  2. the legal opinion issued by Commerce & Finance Law Offices LLP, our United States legal advisor, in respect of, among other things, the tariffs and export control matters under the United States law;

  3. the legal opinion issued by Siam Premier International Law Office Limited, our Thailand legal advisor, in respect of, among other things, certain general corporate matters of our Group under the Thailand law;

  4. the legal opinion issued by Gurbani & Co LLC, our Singapore legal advisor, in respect of, among other things, certain general corporate matters of ZD Singapore, a wholly-owned subsidiary of our Company, under the Singapore law;

  5. the industry report issued by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., the summary of which is set forth in the section headed "Industry Overview"; and

  6. 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 Overseas Listing Trial Measures.

– V-2 –


img-0.jpeg

上海黎達科技發展股份有限公司
Shanghai Zhida Technology Development Co., Ltd.